1. Agreement
This Agreement contains the complete terms and conditions that apply to an individual participating in the Cheetah Learning, LLC Affiliate program (the " Program "). As used in this Agreement listed above, " CheetahLearning.com Site " means the homepage with the URL, www.cheetahlearning.com and. This is an agreement, commencing on the date specified above between " Cheetah Learning " and the “ Affiliate .” The Affiliate’s rights and obligations shall apply exclusive; however this is not an exclusive affiliate program, Cheetah Learning is authorized to enter into other affiliate program agreements as in their sole and absolute discretion. The term of this agreement shall begin on the Commencement Date and terminate as provided herein below. Either Cheetah Learning or Affiliate may terminate this agreement upon 30 days of prior written notice. This is the entire agreement between the parties. No changes may be made except in writing and executed by both parties. All notices shall be by delivery of a signed writing to the other party's address listed above and deemed given on the third date being placed with the applicable carrier.
2. Links on the Affiliate Site
Affiliate can provide Product Links on the Affiliate site.
a. Product Links : These are special links that individually link to specific Products. A Product is a course listed on the CheetahLearning.com Site that is fulfilled by Cheetah Learning. Affiliate will be provided a special link formatted by Cheetah Learning to permit accurate tracking, reporting, and referral fee accrual. Affiliate may select one or more Products to list on Affiliate site. For each selected Product, Affiliate will display on Affiliate site a short description, review, or other reference. Affiliate must ensure that each of the links between Affiliate site and the CheetahLearning.com Site properly utilizes Product Links format.
3. Order Processing
Cheetah Learning will process Product orders placed by customers who follow Product Links from Affiliate site to the CheetahLearning.com Site, or who use Affiliate promotional Codes. Cheetah Learning reserves the right to reject orders that do not comply with any requirements that Cheetah Learning periodically may establish. Cheetah Learning will be responsible for all aspects of order processing and fulfillment. Among other things, Cheetah Learning will prepare order forms, process payments, cancellations, and returns, and handle customer services.
4. Referral Fees
Cheetah Learning will pay Affiliate referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must click-though a Product Link. The session ends upon one of the following events: (a) 24 hours elapses from the customer’s initial click-through, (b) the customer orders the Product or (c) the customer follows a third party link. Cheetah Learning will only pay referral fees on eligible Products after order, payment and shipping have occurred/after the student completes the course.
Cheetah Learning will not pay referral fees on any Products that are purchased by a customer after the customer has reentered the CheetahLearning.com Site (other than through a link from Affiliate site), as determined by Cheetah Learning, even if the customer previously followed a link from Affiliate site to the CheetahLearning.com Site. In addition, gift certificates are not eligible to earn referral fees.
Affiliate may not purchase products during sessions initiated through the links on Affiliate site for the Affiliate’s own use, or for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by Affiliate or Affiliate’s friends, relatives, or associates in any manner.
In addition, Affiliate may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on Affiliate site to access the CheetahLearning.com Site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on Affiliate site to access the CheetahLearning.com Site); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Cheetah Learning by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the CheetahLearning.com Site; (d) make any orders or subscription requests, or engage in other transactions of any kind on the CheetahLearning.com Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with the Affiliate, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; (f) other than providing Special Links on the Affiliate site in accordance with this Agreement, post or serve any advertisements or promotional content around or in conjunction with the display of the CheetahLearning.com Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action; (g) attempt to circumvent the referral fee schedule or artificially increase Affiliate referral fees (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on the CheetahLearning.com Site (as determined by us) for the purpose of exceeding any referral fee threshold or by causing any page of the CheetahLearning.com Site to open in a customer's browser other than as a result of the customer clicking on a Special Link on the Affiliate site); (h) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the Program; or (i) seek to purchase or register any keywords, search terms or other identifiers that include the word "cheetah" or variations thereof (for example "cheatah", "cheetha", etc.) for use in any search engine, portal, sponsored advertising service or other search or referral service. If Cheetah Learning determines, in our sole discretion, that the Affiliate has engaged in any of the foregoing activities, Cheetah Learning may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to Affiliate under this Agreement and/or terminate this Agreement.
5. Referral Fee Payment
Whenever someone registers for, and completes, one of the Cheetah Learning’s courses (either live or online) by either using the Affiliate’s promotion code or by using an Affiliate link to click through to the Cheetah Learning site (tracked by Cheetah Learning), the Affiliate will receive 5% return on the price paid by the registrant. There is not a limit on the number of registrants per class nor is there a limit to number of total registrants during the length of this contract.
There are various ways that Affiliate can get paid through the Program.
a. Cheetah Points: Affiliates can convert referral fees into Cheetah Points, which are worth $1 for every Cheetah Point. Cheetah Points can be redeemed by registering for any Cheetah course, and can be used at any time after they are accrued.
b. ACH deposit: This directly deposit the referral fees earned into Affiliate bank account (if the Affiliate wants Cheetah Learning to use this method of payment, please note that the Affiliate will have to provide Cheetah Learning with the name of Affiliate bank, the bank account type, the 9-digit routing number/ABA number, the account number, the primary account holder name as it appears on the bank account, and the physical address of the bank). If Affiliate selects payment via ACH direct deposit, Cheetah Learning will accrue and withhold referral fees until the total amount due is at least $100.00. There will be a $5 charge for each ACH Deposit and will be taken out of the referral fees owed each month.
c. Check: If Affiliate selects payment via check, Cheetah Learning will accrue and withhold referral fees until the total amount due is at least $10.00.
Cheetah Learning is obligated by U.S. federal law to have the Affiliate fill out a W-9 form for tax purposes. All participants are required to fill out the W-9 form and cannot participate in the Cheetah Affiliate Program unless all the paperwork is completed. Cheetah Learning requires tax information from Program participants who are U.S. citizens, U.S. residents or U.S. corporations and from Program participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If Cheetah Learning believes the Affiliate is a Program participant from whom Cheetah Learning is obligated to obtain tax information and Affiliate does not provide this information after Cheetah Learning has requested it, Cheetah Learning may withhold Affiliate referral fee payments until Affiliate provides this information or otherwise satisfies Cheetah Learning that Affiliate is not a person from whom Cheetah Learning is required to obtain tax information.
6. Exclusion
Affiliate will allow only Cheetah Learning to promote its live Cheetah Exam Prep for the PMP exam courses and will not allow other training providers to promote comparable products.
7. Policies and Pricing
Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. Cheetah Learning may change our policies and operating procedures at any time. For example, Cheetah Learning will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time.
8. Modification
Cheetah Learning may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the CheetahLearning.com Site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO THE AFFILIATE, THE ONLY RECOURSE FOR THE AFFILIATE IS TO TERMINATE THIS AGREEMENT. THE AFFILIATE’S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE CHEETAHLEARNING.COM SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
9. Relationship of Parties
The Affiliate and Cheetah Learning are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate will have no authority to make or accept any offers or representations on our behalf. Affiliate will not make any statement, whether on Affiliate’s site or otherwise, that reasonably would contradict anything in this Section.
10. Limitation of Liability
Cheetah Learning will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if Cheetah Learning had been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to Affiliate under this Agreement.
11. Independent Investigation
THE AFFILIATE ACKNOWLEDGES HAVING READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. AFFILIATE UNDERSTANDS THAT CHEETAH LEARNING MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) 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 AFFILIATE WEB SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
12. Arbitration
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or the Affiliate’s relationship with Cheetah Learning or any of Cheetah Learning’s affiliates shall be submitted to confidential arbitration in Nevada, except that, to the extent the Affiliate has in any manner violated or threatened to violate Cheetah Learning’s intellectual property rights, Cheetah Learning may seek injunctive or other appropriate relief in any state or federal court in the state of Nevada (and Affiliate consents to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
13. General Disclaimers
Affiliate does not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Product Link, link formats, technical specifications, guidelines or graphical artwork. Affiliate also acknowledge that Cheetah Learning may monitor Affiliate’s site for the purpose of ensuring the quality and reliability of Product Links on Affiliate’s site (for example, to detect links that are broken or non-functional, links to products that are out of stock or otherwise unavailable, etc). Therefore, Affiliate agrees that Cheetah Learning may take such actions and that Affiliate will not seek to block or otherwise interfere with monitoring (and that Cheetah Learning may use technical means to overcome any methods used on the Affiliate site to block or interfere with such monitoring).
Affiliate also acknowledges that as a participant in the Program, Cheetah Learning may from time to time send email updates about the Program.
Further, Affiliate acknowledges and agrees that Affiliate will: (a) not, in connection with this Agreement, display or reference on Affiliate’s site, any trademark or logo of any third party seller on the CheetahLearning.com Site; (b) use any data, images, text, or other information obtained by Affiliate from Cheetah Learning or the CheetahLearning.com Site in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement; (c) not use any Content relating to any Excluded Merchant or any product sold by any Excluded Merchant; (d) not modify or alter any Content that consists of a graphic image, other than to resize it; (e) not edit any Content that consists of text, other than to shorten its length; (f) not sell, redistribute, sublicense or transfer any Content; (g) not use any Content in a manner intended to send sales to any site other than the CheetahLearning.com Site; and (h) promptly delete any Content that is no longer displayed on the CheetahLearning.com Site or that Cheetah Learning notifies Affiliate is no longer available for Affiliate use.
Cheetah Learning makes no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Cheetah Learning makes no representation that the operation of the CheetahLearning.com Site will be uninterrupted or error-free, and Cheetah Learning will not be liable for the consequences of any interruptions or errors.
14 . Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Nevada, without reference to rules governing choice of laws. Affiliate may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Cheetah Learning’s failure to enforce Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of Cheetah Learning’s rights to subsequently enforce such provision or any other provision of this Agreement.
15. Term and Termination
This Agreement shall last for an Initial Period of two (2) years, and will continue in effect until termination by any of the parties as provided herein. After the Initial Period, either Party may terminate this Agreement, with or without cause, by providing thirty (30) days written notice to the other Party. Notwithstanding the foregoing, either party may terminate this Agreement at any time upon a material breach of the terms and conditions by the other Party provided that the non-breaching party provides ten (10) days written notice to the other party.