Please read this agreement and check the "I Agree" option at the bottom of the page to begin the registration process.

ONLINE AFFILIATE PROGRAM AGREEMENT

This Agreement is entered into between ContinuingEducationLinks.com, LLC, an Ohio sole proprietorship, 13872 Bagley Road, Middleburg Heights, Ohio 44130 (referred to as “we,” “us” or “our”) and the affiliate (referred to as “you” or “your”).  In consideration of the terms and conditions in this Agreement, the parties agree as follows:

1.         ENROLLMENT

To become an affiliate in our Affiliate Program, you must

(a) submit a completed application on our Web site at www.ContinuingEducationLinks.com. Once your application is received, we will evaluate your application to determine, in our sole discretion, whether to accept or reject your application. We may reject your application if we determine that course offerings include sexually explicit materials, promote illegal activities, promote violence, promote discrimination or violate intellectual property rights.  We will notify you upon acceptance or rejection of your application; and

(b) complete a Password Purchase Agreement, made a part of this Agreement and incorporated herein by reference. 

2.         POSTINGS ON OUR SITE

You may post Course Offerings pursuant to the terms of the Password Purchase Agreement. You shall not include a link to your Web site.  We will not be liable to you with respect to any postings that do not properly follow our guidelines and formats.

3.         IDENTIFYING YOURSELF AS AN AFFILIATE

You may not prepare or send any press releases regarding your participation in this Affiliate Program without our prior, written consent.  You may not misrepresent or embellish the relationship between you and us. You may not express or imply any affiliation between you and us except as expressly stated in this Agreement. You may not express or imply to anyone that we support, endorse or sponsor any of your products or services.

4.         ORDER PROCESSING

Customer orders for those customers who purchase Course Offerings from you will be processed through PayPal and such orders are subject to the terms and conditions of that entity. We reserve the right to reject customers who do not comply with the terms or conditions on our Web site. 

5.         POLICIES AND PRICING

Customers who buy products through this Affiliate Program are your customers. Therefore, your rules, policies and procedures concerning orders, sales and customer service apply to the customers. We may change our Web site policies at any time in our sole discretion.

6.         LICENSE

We grant to you a non-exclusive, revocable license to use the graphics, text and names that we provide to you solely for the purpose of identifying yourself as a participant in our Affiliate Program and to generate sales through our site.  You may not modify our graphics, text or names in any way. We reserve all of our rights in our graphics, text, names and intellectual property. We may revoke your license at any time by giving you written notice.

7.         TERM OF AGREEMENT

The Term of this Agreement begins upon our acceptance of your application and will end when terminated by either party.  This Agreement will be terminated if you do not renew your Password upon its natural expiration pursuant to the terms of the Password Purchase Agreement. Either party may terminate this Agreement at any time for any reason by giving the other party thirty (30) days’ written notice of termination. Upon termination, your postings will be removed from our Web site.   You will immediately stop using our Web site, and will immediately remove from your site, any links to our site and all of our graphics, text, names, intellectual property and all other material provided by us.

8.         CONFIDENTIAL INFORMATION

A.        The parties acknowledge and agree that during the course of this Agreement, the parties and their employees, agents and independent contractors may receive (the “Receiving Party”) information that is proprietary or confidential to the other party (the “Disclosing Party”), including information regarding methods of doing business, product and business plans, costs and unpublished financial information, advertising revenues, marketing plans, technology, Web site visitors and usage rates, customers, business affiliates or other sensitive business information (“Confidential Information”). Information shall not be considered to be Confidential Information if the Receiving Party can demonstrate that it:  (i) is already known or otherwise becomes publicly known through no act of the Receiving Party or its employees, agents or independent contractors; (ii) is lawfully received from third parties subject to no restriction of confidentiality; (iii) has been independently developed without use of the Disclosing Party’s Confidential Information; or (iv) is specifically authorized in a writing signed by the Disclosing Party to be publicly disclosed. 

B.        Except as specifically authorized in a writing signed by the Disclosing Party or in order to comply with applicable legal requirements, the Receiving Party and its employees, agents and independent contractors:  (i) will preserve and protect the confidentiality of all Confidential Information; (ii) will not disclose the Confidential Information to any third party; (iii) will not use Confidential Information in any way other an as provided in this Agreement; and (iv) will require that each of its employees, agents and independent contractors who have access to the Confidential Information maintain the Disclosing Party’s Confidential Information with the same care and security as they would their own. The Receiving Party shall be responsible for any disclosure by its employees, agents or independent contractors of the Disclosing Party’s Confidential Information. The confidentiality obligations of each party and its employees, agents and independent contractors survive the expiration or termination of this Agreement. 

C.        The Receiving Party agrees to be responsible for any breach by its employees, agents and independent contractors of their obligations with respect to Confidential Information. In the event that any Confidential Information is wrongfully used or disclosed by the Receiving Party’s employee, agent or independent contractor, the Receiving Party shall fully assist the Disclosing Party, in litigation or otherwise, in preventing any further use or disclosure of the wrongfully used or disclosed Confidential Information. The Receiving Party shall, if requested by the Disclosing Party, permanently remove such person from any further involvement in any project contemplated by this Agreement. 

D.        The parties acknowledge and agree that money damages would not be a sufficient remedy for any breach of the obligation to maintain the confidentiality of Confidential Information. The Disclosing Party shall be entitled to specific performance of this provision, including injunctive relief. Such remedies shall not be deemed to be the exclusive remedy for breach of either party’s obligations of confidentiality, but shall be in addition to any and all other remedies.

E.        Upon the expiration or termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information of the Disclosing Party in tangible form, including all copies, photographs, videotapes, printouts, notes, disks, files, and working papers within the custody or control of the Receiving Party or its employees, agents or independent contractors. Alternatively, the Receiving Party shall certify in a writing signed by an authorized officer of representative that the foregoing have been deleted or shredded and disposed of in a secure manner. 

9.         MODIFICATION OF AGREEMENT

We may modify or change any of the terms and conditions of this Agreement at any time, in our sole discretion, by posting a change notice or a new agreement on our site. IF ANY MODIFICATIONS ARE UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. BY CONTINUING TO PARTICIPATE IN THE AFFILIATE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR A NEW AGREEMENT, YOU ARE ACCEPTING AND AGREEING TO THE CHANGE.

10.       RELATIONSHIP OF PARTIES

You and we are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise or employment relationship. You do not have authority to make or accept any offers, or to make any representations, on our behalf.

11.       LIMITATION OF LIABILITY

            WE SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER FOR BREACH OF WARRANTY OR ANY OBLIGATION OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) AND REGARDLESS OF WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. YOU HEREBY WAIVE ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE YOU OF AN ADEQUATE REMEDY. IN ADDITION, OUR TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL PASSWORD FEES PAID BY YOU UNDER THE PASSWORD PURCHASE AGREEMENT.

12.       DISCLAIMER OF WARRANTY

            WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THIS AGREEMENT, THE OPERATION OF OUR SITE OR ANY PRODUCT. WE MAKE NO IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR IMPLIED WARRANTY ARISING OUT OF A COURSE OF PERFORMANCE, TRADE OR USAGE. ALL SUCH WARRANTIES ARE HEREBY EXCLUDED BY US AND WAIVED BY YOU.

13.       INDEPENDENT EVALUATION

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS AND AGREE TO ALL OF THE TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO, OR COMPETE WITH, YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED PARTICIPATING IN OUR AFFILIATE PROGRAM AND ACKNOWLEDGE THAT YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

14.       ASSIGNMENT

            You may not assign this Agreement.  We may assign this Agreement in our sole discretion.

15.       SEVERABILITY

            In the event any provision of this Agreement is determined to be invalid, illegal or otherwise unenforceable, such provision shall be deemed to have been deleted from this Agreement. The remainder of this Agreement shall remain in full force and effect according to its terms.

16.       CHOICE OF LAW AND FORUM

            The validity, construction and performance of this Agreement shall be governed by the laws of the United States and the State of Ohio as if entered into and fully performed entirely within such state. All disputes under this Agreement shall be brought in Cuyahoga County, Ohio.