These Affiliate Terms & Conditions were last updated on May 25, 2020.
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”, “YOUR”, OR “YOURS”), AND WAYPOINT AMERICA LLC (DBA GOVOLOGY), A WASHINGTON COMPANY LOCATED IN VANCOUVER, WASHINGTON, UNITED STATES OF AMERICA (“GOVOLOGY”, “WE”, “US”, OR “OUR”). BY CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THESE AFFILIATE TERMS AND CONDITIONS (“AFFILIATE TERMS”) YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THESE AFFILIATE TERMS AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION HEREIN.
These Affiliate Terms contain the complete terms and conditions that apply to You when becoming an affiliate in Govology’s affiliate program (the “Affiliate Program”). The purpose of these Affiliate Terms is to allow You to make affiliate commissions through sales generated from Your website to Our Services in the manner set forth herein.
2. Enrollment in the Affiliate Program
(a) Application Completion. If You have not already done so, You need to complete an application to the Affiliate Program (the “Application”). You need to identify Your website, describe how You plan to promote Govology’s Services on Your website, and provide certain contact information. The Application can be found at https://govology.com/affiliate-area/.
(b) Acceptance of Your Application. If we choose to accept Your Application, You will receive an email notification confirming that Your Application has been approved. You understand and agree 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, if Your website promotes materials of a sexual, pornographic, violent, or defamatory nature, if You or Your website discriminate, violate any applicable law, or violate any person’s intellectual property rights, or for any other reason We may deem fit to reject Your Application.
(c) Access to our Affiliate Program. If We have accepted Your Application, We will send You a welcome email with Your login details so that You may enter Our secure affiliate center. From this center You will be able to access available Promotional Materials, generate affiliate links for Govology Services as well as access Your reports which will describe Our calculation of the affiliate commissions due to You. It is Your responsibility to keep Your username and password information secure. For purposes of clarity, Promotional Materials is defined as banners and text links.
(d) You will ensure that your information including your email address is at all times complete, accurate and up-to-date. We may send communications to the email address associated with your account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
3. Specific Obligations of Affiliates
As a member of Our Affiliate Program, You represent, warrant, and covenant that You will:
(a) Link to Our Services. You will use your affiliate links or banners (collectively, “Referral Materials”) to link Your website to Our Services (collectively, “Referral Links”). When Our customers click through the Referral Links to purchase an item on the Govology site, you can receive commissions for valid purchases. Valid purchases are purchases that were paid in full and were not refunded within 30 days of the original purchase.
(b) Maintain Your Site: The maintenance and the updating of Your website will be Your responsibility. Govology will notify you via email of any changes to these Terms and our Referral Materials.
(d) Follow and Comply with All Copyright Laws: It is entirely Your responsibility to follow and comply with all applicable copyright and other laws that pertain to Your website. We will not be responsible if You use another person’s copyrighted material in violation of the law.
(e) Not to solicit Our Instructors: As a member of Our Affiliate Program, You agree not to directly or indirectly, for Yourself or on behalf of another, solicit business away from, or solicit, induce, influence, or encourage any of Our Instructors to upload their Govology Course(s) on Your websites and/or platforms, or otherwise alter, terminate or breach their contractual or other business relationship with Us.
4. Affiliate Responsibilities
As a member of Our Affiliate Program, You understand and agree that:
(a) We Can Monitor Your Site: You hereby give Us the right to monitor Your website at any time to determine if You are following these Affiliate Terms, and to notify You of any changes We feel You should make to remain in compliance. Further, You must comply with any requests we make for you to take down specific content from your website. Failure to comply is a violation of these Terms and grounds for termination of Your affiliate status.
(c) You will not promote Govology through paid advertising or media buying that leads directly to the Govology website (found at https://govology.com/). You will not bid on Govology-branded keywords as an affiliate. This applies to all advertising platforms and to all affiliates unless direct approval from Govology is granted.
(d) You will not use Our company name or variations of Our company name in your Domain Names or Social Media pages: You may not register or purchase domain names that include Our company’s name or any misspellings or variations of Our company name to run promotions as an affiliate. Additionally, you may not include Our Company name, variations of Our company name, or the look and feel of Our own social media pages on any social media pages (i.e. Facebook Fan Page) where You run promotions as an affiliate.
(e) You will be Responsible for Your Website’s Content: You may not promote Our content and Our Instructors’ courses on a website that contains any form of misleading, defamatory, obscene, illegal, bigoted, pornographic or any other content deemed offensive by Us.
(f) You will not promote using cookie-stuffing: You may not use cookie stuffing techniques or click-generators that set the tracking cookie without the user actually clicking on the Referral Link. You will not artificially generate clicks or impressions on your site or create visits on the Govology site, whether by way of a robot or software program or otherwise.
(g) You will not mimic Our media and content: You must make sure that Your media does not copy or resemble the look and feel of the Govology website or create the impression that Your media is part of Our company’s website. You also understand that using the language found on Our pages verbatim is not allowed unless it is to describe the content found on any given course landing page.
(h) You will be Responsible for Your use of content found on Our site. You may create Your own promotional materials using pages from our site as reference. You may also use course images and part of the text in Our pages to promote the products accurately on Your site. However, You may NOT download, copy, or use video content (free or paid), course supplementary materials (PDFs, quizzes or extra material), or lesson descriptions and upload them on Your own site(s). Violation of this provision may result in the immediate termination of Your affiliate account.
(i) You will not use spyware, malware, virus and the like: You may not include on your site, display, or otherwise use Referral Links or other Content that uses any spyware, malware, or virus, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
(j) You will be open and honest about Your relationship to Us: You may not misrepresent or embellish the relationship between you and Govology or imply any relationship or affiliation between you and Govology or any other person or entity except as expressly permitted by this affiliate Agreement. You may not represent yourself as an agent or employee of Govology or represent that you have the authority to bind Govology to a contract.
(k) You cannot utilize a browser extension to promote Govology or Govology courses without direct approval from Govology. All coupon codes available in the extension must be approved by Govology. You also understand and agree that your browser extension cannot allow users to upload new coupons into the extension’s feed.
(l) You will not earn commissions for free courses: Our site contains paid and free courses. Any customer You refer to Us that subsequently enrolls in a free course or uses a ‘free promo code’ to get a paid course for free will not be eligible to earn You a commission and that particular sale will not appear on Your affiliate account.
(m) You will be mindful of who You do business with: You may not use marketing practices that attract fake customers. We, in our sole discretion, will make the determination whether someone is a fake customer.
(n) You will ensure your sub-affiliates follow all of Our terms: You have the right to work with a sub-affiliate network so long as your sub-affiliates follow Our Affiliate Terms. You understand that You are responsible for Your sub-affiliate’s compliance with these terms and that non-compliance by any of Your sub-affiliates may result in the termination of Your affiliate account.
These Affiliate Terms will begin and become effective upon Our acceptance of Your Application.
5. Affiliate Commissions
(a) Eligibility: Except in jurisdictions in which such a transaction is not permitted, You are eligible to earn affiliate commissions through Referrals (as defined in section (i) below) during the term of these Affiliate Terms, according to the calculation described below.
(b) Amount due: The exact amount of affiliate commissions due to You in any given quarter will be calculated in the following manner:
The affiliate commission is set up in the offers available to You in Your Affiliate account. A “Referral” is a paying customer that You refer from Your website to Our website using the Referral Materials. Acceptance of a Referral as a User of Our Services shall be at Our sole discretion.
(c) Payment of affiliate commissions will be made on a monthly basis. If Your account is terminated due to violation of these Affiliate Terms, We reserve the right to withhold all future payments owed to You.
(d) Affiliate payments are sent to you via Chase QuickPay® with Zelle®. Affiliates are responsible for making sure they are able to accept payments using this payment method.
(e) Affiliates are responsible for any and all charges, fees, taxes, exchange rates, surcharges, and other expenses incurred in order to receive affiliate payments. Please check with your receiving banking institution to find out if any of these apply for your account.
(f) If We determine that payment of affiliate commissions to You in any jurisdiction is illegal under any laws, then We may reserve the right to not pay affiliate commissions for any sales made in that jurisdiction.
(g) We may withhold Your final payment for a reasonable time to ensure that the correct amount is paid to You.
(a) You hereby grant 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 these Affiliate Terms. However, We are under no obligation to advertise, market, promote, or publicize.
(b) We both agree not to use the other’s proprietary materials in any manner that is disparaging or that otherwise portrays the other in a negative light. We each reserve all of our respective rights in the proprietary materials covered by this license. Either one of us may revoke this license at any time by giving the other written notice ending our engagement under these Affiliate Terms and Your Affiliate status. Other than the license granted in these Affiliate Terms, we each retain all right, title, and interest to our respective rights and no right, title, or interest is transferred to the other.
WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING GOVOLOGY. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
8. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THESE AFFILIATE TERMS UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE AFFILIATE TERMS, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE AFFILIATE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL FEES PAID TO YOU UNDER THESE AFFILIATE TERMS.
You agree to indemnify and hold harmless Govology and its employees, representatives, agents, and affiliates, against any and all claims, suits, actions, or other proceedings brought against them based on or arising from any claim resulting from Your breach of these Affiliate Terms. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Us in connection with or arising from any such claim, suit, action, or proceeding.
Govology or You can Each End Our Engagement Under these Affiliate Terms: Either Us or You may end these Affiliate Terms 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.
From time to time, We may update these Terms to clarify Our practices or to reflect new or different practices. For example, We may change the scope of Referral Fees, payment procedures, and Affiliate Program rules, or Referral Materials. Govology reserves the right in its sole discretion to modify and/or make changes to these Affiliate Terms at any time, at Our sole discretion. If We make any material change to these Affiliate Terms, You will automatically receive an email notifying You that changes were made and prompting You to agree to Our new Affiliate Terms. Modifications will become effective on the day they are posted unless stated otherwise. If any modification is unacceptable to You, Your only option is to end Your participation in the Affiliate Program.
(a) You represent and warrant to Us that:
(i) These Affiliate Terms constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with the terms and conditions set-forth herein;
(ii) You have the full right, power, and authority to accept and be bound by these Affiliate Terms and to perform Your obligations under these Affiliate Terms, without the approval or consent of any other party;
(iii) You have sufficient right, title, and interest in and to the rights granted to Us in these Affiliate Terms; and,
(iv) YOU HAVE READ AND TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THESE AFFILIATE TERMS PRIOR TO ACCEPTING THESE AFFILIATE TERMS.
(b) Independent Contractors. Each of us shall be deemed to be independent contractors with respect to the subject matter of these Affiliate Terms, and nothing contained in these Affiliate Terms shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship. You will not make any statement, whether on your site or otherwise, that contradicts or may contract anything in this paragraph.
(c) Assignability. You may not assign Your rights or obligations under these Affiliate Terms to any party, and any attempt to do so will be void and without effect. We are free to assign these Affiliate Terms.
(e) You may not amend or waive any provision of these Affiliate Terms unless in writing and signed by both of us.
(f) Entire Agreement. These Affiliate Terms represent the entire agreement between Us and You, and shall supersede all prior agreements and communications between us, oral or written.
(g) Headings and Titles. The headings and titles contained in these Affiliate Terms are included for convenience only, and shall not limit or otherwise affect the terms herein.
(h) Severability. If any provision of these Affiliate Terms is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the both of us is effectuated, and the remainder of these Affiliate Terms shall have full force and effect.