Please make sure that you are reading the whole agreement. That you understand the agreement. And that you are willing to comply with the terms of the agreement. This is agreement is up-to-date as of August 25th, 2024.(08-25-2024)AFFILIATE PROGRAM AGREEMENT
This agreement (“Agreement”) is between you (the “Affiliate” and “you” and “your”)
and us (“Changing Courses 11” and “Roadmap Exclusive”) (collectively referred to
as “The Parties”) and governs your participation in the Roadmap Exclusive Affiliate
Program (“Affiliate Program”). The terms and conditions herein ensure the mutual
success and understanding of The Parties.
1. NATURE OF PARTNERSHIP. The Affiliate is deemed an independent
contractor per this Agreement. Nothing in this Agreement shall be construed
to create a partnership, joint venture, or employment relationship of any kind
between the Parties. The Affiliate is solely responsible for all taxes,
withholdings, fees, or other statutory or contractual obligations incurred
under this Agreement. The Affiliate does not have the power or authority to
contract or bind Changing Courses 11, LLC in any way.
2. NON-EXCLUSIVITY. This Agreement creates a non-exclusive relationship
between the Affiliate and Changing Courses 11. The Affiliate shall have the
right to work with other products or be an affiliate of other companies.
Changing Courses 11 shall have the right to work with other affiliates in
conjunction with the Roadmap Exclusive course and any other product
related to.
3. AFFILIATE PROGRAM. Changing Courses 11 operates an affiliate
marketing program (“Affiliate Program”) that allows third party Affiliates to
advertise, promote, and market Changing Courses 11’s product, the Roadmap
Exclusive, in accordance with the terms of this Agreement. In exchange for
advertising, promotion, and marketing, Affiliates are paid a commission on
sales of the Roadmap Exclusive generated by the Affiliates.
The Affiliate Program is hosted through searchie.io, a third-party platform
used to manage and sell the Roadmap Exclusive courses. Affiliates may be
required to sign up for their own account on searchie.io in order to access the
Roadmap Exclusive courses and may be subject to separate terms and
conditions for their use of searchie.io, its website, and its services.
Changing Courses 11, LLC is partnered with Stan Store, an affiliate platform
that will house the Affiliate Program. Stan Store will be responsible for
actions including, but not limited to, tracking affiliate sales and earnings and2
processing and paying out earned commissions. Affiliates may be subject to
separate terms and conditions for their use of Stan Store, its website, and its
services.
Upon joining the Affiliate Program, Affiliates will be given a link in which
they can use to advertise, promote, and market Roadmap Exclusive. When a
customer purchases Roadmap Exclusive through the Affiliate’s link, it will be
tracked and attributed to the Affiliate through Stan Store according to their
terms and conditions and commissions earned will be paid out to Affiliate per
Section 4 of this Agreement.
4. COMMISSIONS AND PAYMENTS. The Affiliate Program is a Pay-Per-
Sale commission structure; Affiliates earn a commission for each sale
generated through their affiliate link. Affiliates will earn a one-time sale
commission rate equal to 80% of the purchase price of Roadmap Exclusive.
An Affiliate becomes eligible to receive a commission when the customer has
completed the purchase of Roadmap Exclusive. Commissions are considered
earned once the refund period has lapsed and payment to the Affiliate has
been processed.
Sales of the Roadmap Exclusive and commissions earned by Affiliates are
processed by Stan Store. Commissions earned will be split at the time of sale
and held per the terms and conditions of Stan Store.
Changing Courses 11 offers customers a three (3) day buyer’s remorse period
for Roadmap Exclusive in which the customer can submit a request for a
refund if the product does not live up to the standards expected. If a
customer’s refund request is granted, the Affiliate will not earn commission
for that sale. Initiating chargebacks may be considered fraudulent if initiated
after the refund period has expired. Please refer to Changing Courses 11,
LLC’s Refund Policy for any questions or concerns related to refunds.
5. LINK AND BRAND PROMOTION TERMS. Affiliates agree to the
following terms and conditions in their advertising, marketing, and
promotion of their affiliate link and the Roadmap Exclusive brand:
a. Affiliates shall not make income or lifestyle claims of any kind
including, but not limited to, claims of how much income the Affiliate
has derived from the Affiliate Program, items, experiences, or services
Affiliate was able to purchase using income derived from the Affiliate
Program, or any other advertising, marketing, or promotion related to3
monies or lifestyle associated with income derived from the Affiliate
Program. This undermines the integrity of Roadmap Exclusive and
the mission of Changing Courses 11, LLC to encourage customers to
build something of value rather than chasing a particular income or
lifestyle.
b. Affiliates shall not advertise, promote, or market their affiliate link on
image sharing media websites such as Pinterest, Houzz, Snap, or any
similar websites.
c. Affiliates shall not advertise, promote, or market their affiliate link on
any e-commerce websites including, but not limited to, Etsy, Ebay, or
Shopify.
d. Affiliates shall not advertise, promote, or market their affiliate link on
any online course platform including, but not limited to, Teachable,
Kajabi, or Coursera.
e. Affiliates shall not advertise, promote, or market their affiliate link on
any website whose terms and conditions expressly prohibit the
advertising, promotion, or marketing of affiliate links.
f. Affiliates shall not sell the Roadmap Exclusive in a bundle with any
other digital or physical products without the prior written consent of
Changing Courses 11, LLC.
g. Affiliate shall not provide cashback offers or giveback offers of any
kind related to their advertisement, promotion, and marketing of their
affiliate link for Roadmap Exclusive or their participation in the
Affiliate Program.
6. PROHIBITED USES. Affiliates, and customers of Roadmap Exclusive shall
not participate in acts including, but not limited to, livestreaming, streaming
of any kind outside the Roadmap Exclusive Agreement or on any other
platform, screen recording or filming on any device, or downloading of
Roadmap Exclusive courses without the prior written consent of Changing
Courses 11, LLC.
7. AFFILIATE LINK. Changing Courses 11, LLC is not responsible for a
customer clicking on the wrong link or clicking on multiple links. If an
Affiliate’s link is not working properly, you will need to visit4
changingcourses11.courses and submit a form. Changing Courses 11 does
not guarantee an Affiliate a response to an inquiry if it is submitted outside
of the applicable form. Changing Courses 11 will do its best to resolve
inquiries within 3-5 business days from submission of an inquiry.
8. TERM AND TERMINATION.
a. This Agreement shall be valid and enforceable for as long as the
Affiliate participates in the Affiliate Program or until the Affiliate’s
status is terminated.
b. Either Party may terminate this Agreement without cause by giving
fifteen (15) days written notice to the other party.
c. Changing Courses 11, LLC may terminate this Agreement
immediately with cause due to events including, but not limited to, (i)
your material breach of this Agreement so long as Changing Courses
11 provides Affiliate with written notice of material breach and
Affiliate does not cure the material breach within ten (10) days of
receiving notice, (ii) your failure to uphold applicable federal, state, or
local laws, rules, regulations, or guidelines related to the Affiliate
Program or your advertising, promotion, or marketing of products
within the Affiliate Program, (iii) your failure to agree to updated
terms and conditions in this Agreement, or (iv) any actions that may
negatively reflect on Changing Courses 11, LLC, its owners,
employees, agents, or products.
d. If this Agreement was terminated by Changing Courses 11, LLC with
cause, the Affiliate may apply for reinstatement by application and
proof of cure of the cause for original termination.
e. All commission payments due and owed to an Affiliate whose
Agreement has been terminated will be paid out according to Section 4
of this Agreement.
f. Upon termination of this Agreement, all rights and licenses granted to
Affiliate hereunder shall be revoked immediately. Termination of this
Agreement does not relieve either party of any ongoing obligations
under this Agreement including, but not limited to, confidential
information, intellectual property, payment of commissions, and5
indemnification.
9. DISCLAIMER OF LIABILITY. Changing Courses 11, LLC makes no
representations or warranties regarding the success of an Affiliate, the
number of sales an Affiliate may achieve, or the condition or quality of the
product. Changing Courses 11, LLC does not guarantee any revenues,
profits, or successes to its Affiliate.
The Affiliate is responsible for all aspects of the development, content,
operation, marketing, promotion, advertising or else of its website or platform
so long as it is in compliance with the terms and conditions of this Agreement
and all federal, state, and local laws, rules, regulations, or guidelines.
Changing Courses 11, LLC is not responsible for any claims, damages, or
losses arising out of or related to an Affiliate’s participation in the Affiliate
Program. Affiliate agrees to indemnify and hold harmless Changing Courses
11, LLC from any and all third-party claims, liability, damages, expenses,
and costs arising from the Affiliate’s participation in the Affiliate Program.
10. AFFILIATE REPRESENTATIONS AND WARRANTIES. Affiliate
represents and warrants that it has all rights, powers, and authority to enter
into this Agreement, that you understand the terms and conditions herein,
and that you have the ability to perform the obligations under this
Agreement.
Affiliate represents and warrants that its execution of this Agreement and its
performance herein does not violate or conflict with any other agreement to
which they are a party to or any applicable federal, state, or local laws, rules,
regulations, and guidelines.
Affiliate represents and warrants that all statements, claims, information,
and representations provided to Changing Courses 11, LLC through use of
the Roadmap Exclusive, participation in the Affiliate Program, and otherwise
are truthful and accurate.
Affiliate represents that, where necessary, any required licenses, permits, or
other authorizations are in good standing and compliant in accordance with
applicable federal, state, and local laws.
Affiliate represents and warrants that they are responsible for staying
compliant with any federal, state, and local laws, rules, regulations,
guidelines, and requirements that apply to participation in the Affiliate6
Program.
11. CONFIDENTIALITY. “Confidential Information” means any proprietary or
confidential information disclosed by one party (“Disclosing Party”) to the
other party (“Receiving Party”) that is either marked “Confidential” or
otherwise reasonably understood to be confidential given the circumstances
of the disclosure. Confidential Information includes, but is not limited to,
information related to Changing Courses 11 and their product, Roadmap
Exclusive’s business, operations, products, customers, plans, finances,
software, or any other information that is not publicly known but Affiliate
has access to throughout their participation in the Affiliate Program.
The Affiliate shall hold the Confidential Information in strict confidence and
shall not disclose such information to any third party without the prior
written consent of Changing Courses 11. Affiliate agrees that a breach of
confidentiality will leave Changing Courses 11 suffering irreparable injury
and damage in which there is no adequate legal remedy. Affiliate agrees that
a breach, or threatened breach, of confidentiality by Affiliate allows Changing
Courses 11 to see injunctive relief or other equitable relief as a remedy
without the necessity of proving actual damages or posting bond.
12. INTELLECTUAL PROPERTY. Changing Courses 11, LLC retains all
rights and ownership in all intellectual property including, but not limited to,
copyrights, patents, trademarks, service marks, trade secrets, confidential
information, and other proprietary rights of Changing Courses 11, LLC,
Roadmap Exclusive, and any other product owned by Changing Courses 11.
This Agreement grants the Affiliate a limited, non-exclusive, non-
transferrable license to use the Roadmap Exclusive product within the scope
of the Affiliate Program and the terms of this Agreement. Affiliate may not
sub-license any intellectual property covered in this Agreement without the
prior written consent of Changing Courses 11, LLC.
Affiliate shall not remove any proprietary notices or marks displayed on any
of Changing Courses 11, LLC’s intellectual property or promote or advertise
the Roadmap Exclusive product without any proprietary notices or marks
present on the intellectual property. Changing Courses 11, LLC has the sole
right to enforce its intellectual property rights in their intellectual property.
Affiliate agrees that infringing on intellectual property rights will leave
Changing Courses 11 suffering irreparable injury and damage in which there
is no adequate legal remedy. Affiliate agrees that intellectual property7
infringement by Affiliate allows Changing Courses 11 to see injunctive relief
or other equitable relief as a remedy without the necessity of proving actual
damages or posting bond.
13. FTC COMPLIANCE.
a. Affiliates shall comply with all applicable federal, state, and local laws,
regulations, and policies in connection with participation in the
Affiliate Program including, without limitation, any laws, rules, or
regulations governed by the Federal Trade Commission and the
Federal Trade Commission Act.
b. Affiliates agree that any advertising and marketing communications
and promotions of Roadmap Exclusive or any other Changing Courses
11, LLC products within the Affiliate Program will be truthful and
compliant with the FTC’s Guides Concerning the Use of Endorsements
and Testimonials in Advertising. Any deceptive or misleading
advertising or marketing practices are not endorsed or supported by
Changing Courses 11, LLC and shall lead to your termination as an
Affiliate per Section 8 of this Agreement.
c. Affiliates agree that while advertising and promoting products within
the Affiliate Program, the Affiliate will clearly and conspicuously
disclose its relationship with Changing Courses 11, LLC and that the
Affiliate is receiving compensation for any purchases made through
their advertising, marketing, and promotion of Roadmap Exclusive or
any other Affiliate Program products.
d. Affiliates shall maintain adequate substantiation to support any
claims made about Roadmap Exclusive, Changing Courses 11, LLC or
any other affiliated product or service. Affiliates shall cooperate with
any request made by Changing Courses 11, LLC, customers, or
governmental agencies to substantiate any claims made by the
Affiliate regarding, but not limited to, quality of the product or service,
the amount of commission made by the affiliate, the advertising and
marketing practices of the Affiliate, and the relationship between the
Affiliate and Changing Courses 11, LLC.
e. Changing Courses 11, LLC reserves the right to review, monitor, or
otherwise approve any advertising or marketing materials created by
and published or intended to be published by the Affiliate. Changing8
Courses 11, LLC reserves the right to request changes of Affiliate’s
marketing materials for compliance purposes and Affiliate agrees to
either make any requested changes promptly or remove the non-
compliant advertising or marketing materials within seven (7) days of
Changing Courses 11, LLC’s request.
14. PROPRIETARY RIGHTS. This Agreement does not grant Affiliate a
license to the Roadmap Exclusive product, or any other product created by
Changing Courses 11, LLC. Roadmap Exclusive and other Changing Courses
11 products are protected by intellectual property rights and belong solely to
Changing Courses 11, LLC. Affiliates agree not to copy, sell, distribute,
lease, assign, rent, or create derivative works from any Roadmap Exclusive
content or other products created by Changing Courses 11, LLC. Affiliate use
is strictly limited to the promotion and advertising of the Roadmap Exclusive
product according to the terms of this Agreement.
15. ASSIGNMENT. This Agreement is between the Affiliate and Changing
Courses 11, LLC. The Affiliate agrees not to assign or transfer, whether by
gift, merger, sale, control, or otherwise to another person or company without
the prior written consent of Changing Courses 11, LLC. Changing Courses
11, LLC has the right to assign this Agreement to another person or company
by way of gift, merger, sale, transferring control, or otherwise.
16. GENERAL PROVISIONS.
a. AMENDMENT. Changing Courses 11, LLC may update and change
any part or all of this Agreement, including and up to replacement in
its entirety. If an update or change to this Agreement is made, the
updated Agreement will be made available to you and will become
effective on the next business day after you have been notified of the
change. The date of the updated Agreement will become the new
effective date of the Agreement. If an Affiliate does not agree to the
terms of the updated Agreement, the Affiliate can choose to terminate
the Agreement per the terms of the Agreement.
b. APPLICABLE LAW. This Agreement shall be construed and
governed by the laws of the State of Tennessee. If either party
initiates an action in connection with this Agreement, the exclusive
jurisdiction and venue shall be in either the Circuit Court for
Williamson County, Tennessee, or the United States District Court for9
the Middle of Tennessee.
c. DISPUTE RESOLUTION. Should a dispute arise in connection with
this Agreement, and after a good-faith attempt by the Parties or their
respective agents to resolve such dispute, the Parties agree to attend
mediation in accordance with Tennessee Supreme Court Rule 31 before
commencing any further legal proceedings.
Mediation will be governed by a Rule 31 Mediator and held in
Williamson County, Tennessee within thirty (30) days of notice of
mediation being given to a party unless otherwise agreed to, in
writing, by the parties. The Parties shall share the cost of mediation
evenly.
If the parties cannot agree on a mediator within ten (10) days of notice
of mediation being given to a party, the parties must notify a court of
competent jurisdiction and the court shall nominate a Rule 31
Mediator according to Tennessee Supreme Court Rule 31, Section 4(b).
d. FORCE MAJEURE. Neither party shall be liable for any failure or
delay in performance under this Agreement due to causes, including
but not limited to, acts of God, acts of civil or military authority, fires,
epidemics, floods, earthquakes, riots, wars, sabotage, third party
industrial disputes, pandemics, electrical, internet, or
telecommunications outages, and government actions that are beyond
the reasonable control and without the fault or negligence of either
Party. Each Party will make reasonable efforts to mitigate the damage
as a result of such an event.
e. SEVERABILITY. In the event any part of this Agreement is
determined to be invalid or unenforceable by a court of competent
jurisdiction or applicable law, then the invalid or unenforceable
provision will be superseded by a valid or enforceable provision that
most closely mirrors the intent of the original and the remainder of the
Agreement shall be deemed to be in full force and effect.
f. INDEMNIFICATION. Affiliate agrees to indemnify, defend, and hold
harmless Changing Courses 11, LLC against any third-party action or
proceeding brought against us, our officers, employees, agents, owners,
licensors, and affiliates by a third party not affiliated with Changing
Courses 11, LLC to the extent that the action or proceeding arises out10
of your participation in the Affiliate program, your negligence, your
noncompliance with this Agreement or applicable laws, or any other
actions done by you or your agents. You or your agents shall not
accept any settlement that imposes any obligation or liability onto
Changing Courses 11, LLC or requires us to make an admission,
perform any action, or pay any settlement without the prior written
consent of Changing Courses 11, LLC.
g. COSTS AND EXPENSES. In the event it becomes reasonably
necessary for Changing Courses 11 to institute any legal proceedings,
litigation, mediation, or other dispute resolution of any kind to enforce
its provision(s) of this Agreement, Changing Courses 11 shall be
entitled to a judgement for its reasonable attorney’s fees, expenses,
and costs if it is the prevailing party in any such legal proceedings,
litigation, mediation, or other dispute resolution of any kind.
h. NOTICES. Notices will be sent to the contact addresses set forth
herein and will be considered delivered upon receipt:
To Changing Courses 11, LLC: 725 Cool Springs Boulevard, Suite 600,
Franklin, TN 37067.
To you: The address provided in our affiliate account information for
you along with electronic notice being delivered to you via the email
address on record in our account information for you.
i. ENTIRE AGREEMENT. This Agreement is intended to be the entire
agreement between the Affiliate and Changing Courses 11, LLC. This
Agreement supersedes any prior agreement between the parties
related to the subject matter herein. The terms of this Agreement are
intended to be the only terms of the Agreement between the parties
and proposed changes to current terms or additional or different
proposed terms will not be considered or accepted by Changing
Courses 11.
j. AUTHORITY. Each party represents and warrants that they have the
full power and authority to enter into this Agreement and that it is
binding upon each party and enforceable according to the terms herein.