Affiliate Program Agreement

This policy was last updated on January 25, 2016.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND WEB X.0 MEDIA LLC DOING BUSINESS AS DNACADEMY.

BY SELECTING “YES PLEASE” TO THE ENABLE AFFILIATE LINKS SECTION OF YOUR ACCOUNT YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in DNAcademy’s Affiliate Program.

The purpose of this Agreement is to allow you to make referrals from your website to the DNAcademy website in the manner set forth herein. Please note that throughout this Agreement, “we,” “us,” and “our” will mean DNAcademy, and “you,” “your,” and “yours” will mean you, the affiliate.

The Terms of Use at https://www.dnacademy.com/terms including disclaimers are incorporated into, and considered a part of, this Affiliate Operating Agreement.

2. Enrollment in the Affiliate Program

2.1 Completion of the Application
If you have not already done so, you need to complete an application to the Affiliate Program. You need to identify your website, describe how you plan to implement the program, provide certain contact information. The application can be found at https://www.dnacademy.com/affiliate.

If you purchased the DNAcademy Service and agree to this Agreement, then you may opt into becoming an Affiliate at https://www.dnacademy.com/account. Team accounts are not entitled to affiliate commissions.

2.2 Acceptance of Your Application
You understand that we may accept or reject your application at our sole discretion. Your application will be rejected if any of the information you provide is incorrect or incomplete, or if your website promotes materials of a sexual, pornographic, violent, or defamatory nature, or if you or your website discriminate, violate any applicable law, violate any person’s intellectual property rights.

2.3 Affiliate Information
You will be given a password so that you may enter our secure Affiliate Center. From this website you will be able to download the Referral Specifications and Referral Materials and receive your reports that will describe our calculation of the Referral Fees due to you. It is your responsibility to keep your username and password information secure. You must not allow others to use your account, and you may not transfer your account to any other person.

3. As an Affiliate

3.1 Link to Our Site
As a member of DNAcademy’s Affiliate Program, you will implement the links, widgets, ads and other means of linking your website to our website pursuant to the Referral Specifications set forth at https://www.dnacademy.com/affiliate.

At this site you will be able to download certain technical materials, including without limitations, links, HTML code, other software or applications, widgets, pixels, associated banner ads, copy and other content, and any documentation for the foregoing (collectively, “Referral Materials”).

3.2 Monitoring Your Account
We have the right to monitor your website as we feel necessary to make sure that you have used the Referral Materials and implemented and maintained the Referral Specifications properly. We will notify you of any changes that we feel should be made. Any failure by you to use the Referral Materials properly or to implement changes that we request will be a violation of this Agreement.

You agree to cooperate with us fully to establish and maintain any links between our website and your website.

The maintenance and the updating of your website will be your responsibility. Because you are a member of our Affiliate Program and our information is updated often, it will be necessary for you to update the Referral Materials on your website on a regular basis to maintain consistency and accuracy between the our website and the Referral Specifications. We may monitor your website as we feel necessary to make sure it is up-to-date and to notify you of any changes we feel should be made, which changes you will promptly implement.

It is entirely your responsibility to follow all applicable copyright and other laws that pertain to your website. You must have express permission to use any person’s copyrighted material, trademark, or approximation thereof, whether in writing, an image, or any other work. We will not be responsible if you use another person’s intellectual property in violation of the law.

4. What You Need to Know and Understand

4.1 Customers
Customers who purchase products through referrals made in the Affiliate Program will be considered our customers. All our rules, policies, and operating procedures concerning customer orders and customer service will apply to those customers. We may change our policies and operating procedures at any time.

4.2 No Public Advertising
You may not create, publish, distribute, or permit any written or electronically transmitted publicity material that makes reference to us without first submitting the material to us and receiving our written consent.

4.3 Affiliate Agreement Start
This Agreement will begin upon our acceptance of your Affiliate application.

4.4 Affiliate Agreement End
Either party may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax.

4.5 Agreement Modification
We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion. You will be notified by email and a change notice will be posted at https://www.dnacademy.com/affiliates.

Modifications may include, but are not limited to, changes in the scope of Referral Fees, payment procedures, and Affiliate Program rules, or to Referral Specifications or Referral Materials. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Affiliate Program following the posting of the change notice or new agreement on our site will indicate your agreement to the changes.

5. What You Receive

5.1 Referral Fees
Except in states in which such a transaction is not permitted, you are eligible to earn Referral Fees during the term of this Agreement. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

The Referral Fee shall be twenty-five percent (25%) of the amount actually received by us from a Referral that enrolls in a course on our website within thirty (30) days of our receiving the Referral, less taxes, returns and credits.

A “Referral” is a person that you refer from your website to our website using the Referral Materials in accordance with the Referral Specifications. Payment is only provided for the initial payment, and does not include subsequent, renewal course payments. Final determination as to whether to accept a Referral as a customer is at our sole determination.

Payment of Referral Fees will be made on a monthly calendar basis. If this Agreement terminates, Referral Fees due at the time of termination will be paid at the end of the month following termination. Referral Fees are based on amounts we actually receive from Referral customers during the month. If a payment from a customer to us is later refunded or charged back, the relevant Referral Fee will be deducted from the next payment sent to you following such event.

If we determine that payment of Referral Fees to you in any jurisdiction is illegal under any laws, then we may reserve the right to not pay Referral Fees for any sales made in that jurisdiction.

6. Intellectual Property / Grant of Licenses

6.1 DNAcademy is the owner of the content, layout, functions, features, code, appearance, and all other intellectual property rights, including, without limitation, trademark, domain name, copyright, patent, and trade secret rights related to the DNAcademy.

6.2 Subject to all the terms and conditions of this Agreement, we grant to you a non-exclusive, non-transferable, limited, revocable right and license to:
• Market and sell to end-users access to our website solely through the Referral Materials used in accordance with the Referral Specifications, and
• Solely in connection with such activities, to use the Referral Materials and Referral Specifications. You may not alter, modify, or change the Link Referral Materials and Referral Specifications in any way. You are only entitled to use the Referral Materials and Referral Specifications to the extent that you are a member in good standing of our Affiliate Program.

6.3 You grant to us a non-exclusive, non-transferable, revocable right to use your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner of our rights under this Agreement. However, we are under no obligation to so advertise, market, promote, or publicize.

6.4 Each party agrees not to use the other’s proprietary materials in any manner that is disparaging or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

7. Obligations and Restrictions

You agree to comply with all laws and regulations applicable to your activities hereunder and to cooperate fully with DNAcademy in respect of performance of this Agreement.

You shall (i) do business in a way that reflects favorably at all times on DNAcademy, (ii) avoid deceptive or unethical practices detrimental to DNAcademy, (iii) make no false or misleading representations regarding DNAcademy, (iv) not publish or use, or cooperate in the publication of, any misleading or deceptive advertising material about DNAcademy, and (v) make no representations, warranties or guarantees regarding the DNAcademy inconsistent with those provided by DNAcademy.

8. LIMITED WARRANTY / LIMITATION ON LIABILITY

DNACADEMY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. DNACADEMY DOES NOT WARRANT THAT THE DNACADEMY SERVICE WILL (A) BE UNINTERRUPTED, ERROR-FREE, OR SECURE OR (B) OPERATE IN A MANNER OTHER THAN AS STATED IN THE TERMS OF USE. DNACADEMY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, TO END USERS OF THE DNACADEMY SERVICE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU SHALL NOT MAKE ANY WARRANTY TO END USERS REGARDING THE DNACADEMY SERVICE.

DNACADEMY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, DNACADEMY’S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE BY IT TO YOU UNDER THIS AGREEMENT.

9. Indemnification

You shall defend, indemnify and hold harmless DNAcademy, its directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable attorney’s fees, to the extent that (i) it is based upon a breach of your representations, warranties or obligations hereunder; (ii) it arises out of your negligence or willful misconduct; or (iii) it is based upon your violation of any applicable federal, state or local law or regulation in providing services hereunder.

10. General Provisions

This Agreement shall be governed by the laws of the State of Washington, United States of America, without regard to principles of conflicts of law. Any action arising out of or relating to this Agreement or your use of the DNAcademy Service must be commenced in the state or federal courts located in Kitsap County, Washington, United States of America (and you consent to the jurisdiction of those courts). You hereby waive any objection based on venue or forum non-convenience with respect to any action instituted in any such court, and you agree that any dispute concerning the DNAcademy Service or this Agreement shall be heard only in the courts described above. In any such action, DNAcademy and you irrevocably waive any right to a trial by jury.

If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by DNAcademy in exercising any right hereunder will waive any further exercise of that right. DNAcademy’s rights and remedies hereunder are cumulative and not exclusive.

This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without DNAcademy’s prior written consent. No third party shall have any rights hereunder.

Nothing in this Agreement shall be construed to form a partnership, joint venture, or employer/employee relationship between you and DNAcademy.

This Agreement constitutes the entire understanding between DNAcademy and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same.