Affiliate Agreement

Welcome, and thank you for joining eSpindle's affiliate program. We look forward to establishing a long, successful and rewarding partnership with you and your organization!

This Agreement, made and entered by and between eSpindle Learning, a California non-profit 501 (c) 3 organization ("eSpindle", “us” or "we") and the individual or entity identified on the Affiliate Application ("you"), contains the complete terms and conditions that apply to your participation in the eSpindle Learning Affiliate Program (the "Program" or our “Affiliate Network”).

Please feel free to call us or email us with any questions you might have.

Enrollment in the Program/Term of Agreement. Submitting a completed Affiliate Application from our site will indicate acceptance of all of the terms and conditions of this Agreement.
We will carefully review your application and notify you of your acceptance in the Program.
Although unlikely, we may reject your application for any reason as determined by us in our sole discretion.
The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either you or us, effective upon giving the other party written notice of termination. Either party may terminate this Agreement at any time, with or without cause.

For example, we may reject your application or later terminate this Agreement if we determine that your site is unsuitable or inconsistent with the mission of eSpindle Learning, even if your site has not changed since the time that your Affiliate Application was accepted. eSpindle Learning also reserves the right to monitor Affiliate sites at all times to determine whether they are in compliance with this Agreement. you are only eligible to earn Fees (as defined below) on eSpindle Learning enrollments occurring while this Agreement is in effect.

Promotion of our Program: Upon our acceptance of your application, you shall be entitled to participate as an “Affiliate” in the Program. All persons accepted for participation in the program, including you if accepted, might be referred to hereafter as an “Affiliate” or “Affiliates", and their websites as an “Affiliate Site” or “Affiliate Sites”. We will make available to you a variety of graphic and textual links (the "Links"), which, subject to the terms and conditions hereof, you may display as often and in as many areas of your site as you desire.
1. - Simply log in at http://www.espindle.org/idevaffiliate/login.
2. - Copy the code displayed in the top right corner under Standard Linking Code and use it for any hyperlinks to our site, either from emails or your website.
3. - Choose from the helpful tools provided under Affiliate Marketing in the left column of that page.
4. - Open the page for Banners, Text Ads, Text Links, and choose the product group that best applies to your audience. Copy and paste the code into your application, it already contains your custom affiliate code.
5. - you may also with a few clicks send an email with your personal linking code to your friends and contacts, right from the affiliate back office.

Please note that we have text and graphic objects available for link partners in the public area of the website as well. However, only links created through the affiliate back office after log in to your account will contain the proper tracking code that ensures you will receive the credits you earn. The coded links will serve to identify your site as a member of our Affiliate Network and will establish a connection from your site to ours.

2nd tier affiliation
An affiliate that signed up for our affiliate program after visiting our site through your referral link will automatically establish you as a 2nd tier affiliate. We will reward you with 25% of all referral fees earned by the affiliate referred by you. This commission will be added to your account every time a transaction takes place.

eSpindle Learning Agrees To:

• Pay you:
  (i) an agreed upon fixed referral fee for each student that has enrolled and paid the required tuition fee in full in one or more eSpindle Learning programs as a result of a Link from your site, if it is the last Link used by the enroller before enrolling (a “Referral Fee”); and
  (ii) for each Referral Fee earned by an Affiliate who became an Affiliate from a Link that identified you as the referrer, a commission equal to twenty five percent (25%) of the Referral Fees earned by that Affiliate (a second tier “Commission”).
  Referral Fees and Commissions are hereafter referred to collectively as “Fees”.
  No fees of any kind whatsoever shall be earned until eSpindle Learning has received payment in full of the tuition fee required by eSpindle Learning at the time of any enrollment. Only one (1) Referral Fee (and one Commission, if applicable) shall be payable per student.
  (iii) eSpindle Learning reserves the right to impose a three-month non-cancellation requirement to referrals if an affiliate has a larger than average number of referrals with of early cancellations.
• Organizations that have applied for and been approved as Platinum affiliate partners, and that have made an explicit and definite commitment to promoting, partnering and supporting eSpindle Learning to the best of their capability, may qualify for a higher referral fee. Platinum status commonly depends on (i) the presentation and form of introduction our program receives through your organization, (ii) sales numbers, as determined over a 3-month minimum period, or (iii) a sponsorship commitment that corresponds to the size and ability of your organization.
• We will pay you a Referral Fee for any enrollment occurring within 5 years of the date the visitor first enters our site, provided (i) we can identify you as the referring Affiliate from a cookie that will placed on the end-user’s computer from your Link, and (ii) your Link was the last Link used by the enroller before enrolling the student. If through no fault of ours, the cookie is removed or not allowed by the end-user, that visitor’s enrollment may be tracked only if the visitor enters our site directly from a Link on your site. The cookie may expire at the end of 5 years.
• Payments will be made within 14 days after the end of each calendar month. However, if Fees payable to you for any calendar month are less than $100.00, we will hold those fees until the month in which the total amount due is at least $100.00 or (if earlier) until this Agreement is terminated.
• If (i) an enrollment occurs through the use of a fraudulent credit card or a credit card payment is otherwise rescinded, or (ii) a check is dishonored, and we have paid you a Fee on that enrollment, we will deduct that Fee from your next payment. If there is no subsequent payment, we will send you a bill for the commission paid on the fraudulent sales and you agree to immediately pay such bill.
• Payments will be issued via PayPal transfer or check, made payable to you in the name, and mailed to the address, you submit in your online application. PayPal payment is free, there is a $3.00 charge for requesting checks to be mailed. If you fail to advise us of an address change prior to a payment being made to that address, and you request a second payment be issued, you agree to pay a service charge of $5.00, which shall be deducted from the re-issued payment and/or future payments owing to you.

• We reserve the right to offset from any payment owing to you any amount we determine was not validly earned from proper use of any Links on your web site.

• We will use commercially reasonable efforts to ensure accurate tracking of referrals made by you, and any referral and commission earnings can be tracked 24/7 through your dedicated log in site at http://www.espindle.com/idevaffiliate/login.

• We recommend offering your audience an exclusive coupon as an additional way to verify referrals (double-verified program). You are not permitted to advertise the coupon outside of your web properties, or to use the words "coupon," "discount" or "code" in your description of the coupon. Non-compliance may lead to the cancellation of the code

You Agree:

• eSpindle Learning will not be liable for any fees for enrollments that were not tracked and recorded by the tracking software used by eSpindle Learning.
• eSpindle Learning alone will be responsible for tracking enrollments using special software that communicates with the specially encoded URLs assigned to you, and its determinations shall be binding. you will be solely responsible for ensuring that these special URLs are formatted properly, a necessary prerequisite to accurate tracking of referral enrollments. Notwithstanding eSpindle Learning’s agreement to use commercially reasonable efforts to track sales, you hereby acknowledge and agree that the tracking system employed by eSpindle Learning is not 100% fail-safe and that there may on occasion be instances of referral enrollments made that are not credited to you for a number of possible reasons, including the following:

  (i) Failure by you or others to use the proper format of the specially assigned URL in promotions, webpage links, banner ads, and so on.
  (ii) Deliberate or accidental actions by visitors to circumvent an Affiliate's special URL or cookie placement so that eSpindle Learning’s software is unable to accurately track that enrollment.
  (iii) Bugs, glitches or crashes of the tracking software that render it unable to accurately track sales for a period of time.

• To observe eSpindle Learning's exclusive rights as to the names of its properties, including but not limited to “eSpindle Learning”, "Shirley Brainy", "We put a spell on the web" (all registered trademarks), all copyrighted material and all derivatives thereof, within all pay-for-placement and other search engines. Additionally, you may not claim to be eSpindle Learning in any pay-for-placement or other search engines. If you violate this policy, you will be in breach of this Agreement.
• To remove all Links regarding sweepstakes and other promotions on the date such promotions end, and to forfeit any fees arising out of those sweepstakes and promotions (including  Fees) earned after the end date of the promotions if you continue to post such Links.
• To place our Links appropriately on your website and to respect our trademarks, service marks and other rights in the Links. you will use only these Links to link your web site to ours, and you will not alter the look or feel of these Links or of our web site in any way, unless approved by us in writing prior to publication. you will use reasonable efforts to update to new versions of Links as we make them available.
• To be solely responsible for the development, operation, and maintenance of your site and for all the materials that appear on your site.
• To ensure that all materials posted on your site are not illegal and do not infringe on the rights of any person or entity of any kind.
• That we hereby disclaim all liability for all materials on your site.
• That we shall be entitled to use general demographic and non-personally identifying information of and about you arising out of your participation in the Program for optimization of this program.
• That your submission of the Affiliate Application shall be deemed to constitute your signature on this Agreement such that all of the conditions set forth in this Agreement shall be binding upon you and us when we accept your site for participation in the Program.
• To notify us of any malfunctioning URLs or other problems you may be having with the Program or its proper operation.
• To comply with all applicable laws, statutes, ordinances and regulations, including but not limited to, the CAN-SPAM Act of 2003 and the Children’s On-Line Privacy Protection Act of 1998.
• To make sure that your site does not copy or resemble the look and feel of eSpindle Learning or create the impression that your site is our site or a part of our site.
• To submit a separate online Affiliate Application for each website having a different URL that you plan to use to promote eSpindle Learning. Each separate URL will only be entitled to participate upon receipt of notice of our acceptance of the Affiliate Application for that URL.
• To be solely responsible for any and all taxes and/or other fees or obligations associated with the receipt of any payment under this Agreement.
• Not to promote eSpindle Learning via e-mail, links or otherwise unless and until you have been notified in writing that we have accepted your site for participation in the Program.
• Not to (i) make or accept any offers on our behalf, or (ii) make any representations, warranties or other statements about us, our website, our educational program, or our policies except as specifically permitted by this Agreement.
• Not to alter or modify any graphic or text link or banner provided by us, and to promptly replace any older graphic or text link or banner provided by us with any new ones we might request that you use in their place.
• Not to make any statement, whether on your Site or otherwise, that reasonably would contradict anything in this Agreement.
• Not to display the Links on any site that: (i) is lewd, pornographic or obscene; (ii) promotes violence or contains hate speech; contains viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines of which you have knowledge; (iii) infringes on any third party’s copyright, patent, trademark, trade secret, or other proprietary right of which you have knowledge; (iv) is defamatory or libelous, or infringes on any ones right of privacy of which you have knowledge.

E-Mail Compliance. You agree to comply with the requirements of the CAN-SPAM Act of 2003 (the “Act”) in your distribution of any e-mail that contains messaging regarding eSpindle Learning. More specifically, e-mail that meets this criteria:

• May only be sent to recipients who have expressly agreed directly with you, in advance, to receive such communications from you.
• Must clearly and conspicuously identify that the message is an advertisement or solicitation, unless the recipient has given prior affirmative consent to receipt of the message. Affirmative consent means that the recipient expressly consented to receive the message either in response to a clear and conspicuous request for such consent or at the recipient's own initiative;
• Must clearly and conspicuously notify the recipient of the opportunity to decline to receive further commercial email from you;
• Must provide a valid physical postal address for you;
• Must provide a functioning return email address or other Internet-based mechanism, clearly and conspicuously displayed, that a recipient may use to submit, in a manner specified in the commercial e-mail, a reply e-mail or other Internet-based mechanism a request not to receive future commercial e-mail from you. The return address or Internet-based mechanism must be capable of receiving such messages for at least thirty (30) days after the transmission of the original message. you may not send subsequent commercial e-mails more than ten (10) business days after the recipient's request not to receive further e-mails has been received (unless there is a subsequent affirmative consent by the recipient to receive such e-mails.) Once you receive such a request, you may not sell, lease, exchange or otherwise transfer or release the email address of the recipient.
• May not contain materially false or materially misleading header information, or deceptive subject heading.
• May not contain sexually oriented material.

You may not initiate or assist in the transmission of commercial e-mail using an e-mail address: (1) that was collected through automated means, from a third party web site in violation of that third party's posted privacy policy, or (2) that was generated through automated means by combining names, letters or numbers into numerous permutations. you may not conduct fraudulent activities related to electronic mail, including but not limited to the material falsification of header or transmission information, the unauthorized use of someone else's computer to send bulk commercial e-mail, and the registration of an e-mail account that materially falsifies the identity of the actual registrant.

Publicity. You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent.

Confidentiality. The parties hereto hereby covenant and agree that the parties and their respective officers, directors, shareholders, members, employees, affiliates, successors and assigns shall not, directly or indirectly, under any circumstance (other than express written consent of the other party): (a) disclose to any other person any Confidential or Proprietary Information; (b) act or fail to act so as to impair the confidential or proprietary nature of any Confidential or Proprietary Information; (c) use of the other party’s Confidential or Proprietary Information, relating to this Agreement; or (d) offer or agree to, or cause or assist in the inception or continuation of any such disclosure, impairment or use of any Confidential or Proprietary Information unless otherwise agreed. For purposes of this Agreement, as it pertains to us, “Confidential or Proprietary Information” shall mean all non-public information about us (or our affiliates, including other Affiliates in the Program) business or activities which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. By way of example but not limitation, this shall include: business and financial information about us and our Program; the names of our Affiliates, visitors, vendors, and enrollees; and pricing and sales information relative to our Program. As it pertains to you, “Confidential or Proprietary Information” shall mean all non-public information about you (or your affiliates), which is either marked or designated by you, in writing to us, as confidential or proprietary.

Limitation of Liability. We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement, our Affiliate Network (which includes you), or the Program even if we have been advised of the possibility of such damages. Further, our aggregate liability to you arising with respect to this Agreement, our Affiliate Network, and the Program will not exceed the total  Fees paid or payable to you under this Agreement.

Limited License. We grant you a nonexclusive, nontransferable, revocable license to: (i) access our site through the Links solely in accordance with the terms of this Agreement; and (ii) to use our Links, including our logos, trademarks, service marks, and trade dress to the extent they are incorporated in the Links; solely for the limited purposes of linking your web site to our web site, to identify your web site as a participant in the Program, and to assist in increasing enrollment in eSpindle Learning programs. eSpindle Learning shall retail all right, title, and interest in its names, logos, trademarks, service marks, and trade dress, copyrights, and proprietary technology currently used, and as we may develop it and/or use it in the future. you may not alter, modify, or change the Links in any way. you may not copy, distribute, modify, reverse engineer, or create derivative works from anything we provide you (including the Links). you may not sublicense, assign or transfer any such licenses for the use of the same, and any such attempt to sublicense, assign or transfer shall be null and void and constitute a breach of this Agreement. you are only entitled to use the Links to the extent that you are a member in good standing of the eSpindle Learning Program. We may revoke your license anytime by giving you written notice.
Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Links to our site, and all eSpindle Learning trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. 

Disclaimers. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE eSpindle Learning WEB SITE, THE AFFILIATE NETWORK, OR ANY EDUCATIONAL PROGRAM WE PROVIDE (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Indemnification. You hereby indemnify and hold harmless eSpindle Learning, its affiliates and subsidiaries, directors, officers, managers, members, employees and agents (collectively “us” herein), from and against any and all third party claims, demands, liabilities, losses, damages, expenses, proceedings, actions or causes of action or government inquiries, including reasonable attorneys’ fees and expenses and costs, arising out of or in connection with: (i) the breach of any of your representations, warranties or obligations set forth in this Agreement; (ii) personal injury or tangible property damage to the extent such injury and/or damage results from the negligence or willful misconduct of you or your employees, agents, or subcontractors; (iii) the development, operation, and contents of your site; (iv) any infringement by you of any personal or proprietary right belonging to a third party; and (v) your non-compliance with all applicable federal and state laws as provided in this Agreement.

Modifications. We may modify any of the terms and conditions of this Agreement at any time in our sole discretion, EXCEPT for changes to the amount of  Fees, by posting a notice of the change or the new Agreement on our site; changes to the amount of  Fees will only be effective after we notify you by e-mail. Modifications may include, for example, changes in payment procedures, Program rules, and the scope or amount of  Fees. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR (i) POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE, OR (ii) OUR SENDING YOU AN E-MAIL, AS THE CASE MAY BE, WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Independent Contractors. you and eSpindle 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. you acknowledge and agree that you have no authority to make or accept any offers or representations on our behalf.

Representations and Warranties. you hereby represent and warrant unto us as follows:

1. The person who submitted your Affiliate Application to us had the requisite authority to submit your Affiliate Application on your behalf and to legally bind you.
2. The submission of your Affiliate Application constitutes your acceptance of all of the terms and conditions of this Agreement, and said submission shall be deemed your execution and delivery of this Agreement such that upon your acceptance by us in the Program, the terms of this Agreement will be binding upon you.
3. The development, operation, and contents of your site do not infringe upon the copyright, trademark, or any other right of any person or entity.

Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT ENROLLEE 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 THE DESIRABILITY OF PARTICIPATING IN THE eSpindle Learning AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Fraud. If you commit fraud or falsify information in connection with referral of persons, Affiliates, or the enrollment of students in eSpindle Learning, through the Links on your site or otherwise, you will be in breach of this Agreement.

Anti-Predatory Advertising Policy. All Affiliates, including you, utilizing or distributing software downloads that potentially enable diversions of  Fees from other Affiliates in our Program will be in breach of this Agreement.

Remedies. In the event you breach this Agreement, you agree that, at eSpindle Learning’s option: (i) we shall be entitled to immediately terminate this Agreement (and your participation in the Program); (ii) you shall forfeit all  Fees and other fees or monies that may be owing to you by us; (iii) we may recover from you any damages that we may suffer as a result or your breach (including all costs, expenses, and attorney fees), and (iv) you will be obligated to immediately return to us all  Fees and other monies paid you by us arising out of your wrongful actions. you acknowledge that we have informed you that in the event of a breach, we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.

Assignment. This Agreement and your rights and obligations hereunder may not be assigned by you without the prior written consent of eSpindle Learning.

Governing Law. This Agreement and the rights and obligations of the parties hereunder will be governed by and construed in accordance with the laws of the United States and the State of California without regard to principles of conflicts of laws. Any action relating to this Agreement must be brought in the federal or state courts located in California, and you irrevocably consent to the jurisdiction of such courts.

No Waiver. No waiver of any provision of this Agreement or any breach under this Agreement will be binding unless set forth in a writing executed by the party to this Agreement against which enforcement of such waiver is sought. No waiver will be construed as a waiver of the same or any other provision on another occasion. No failure to provide notice of a breach or to seek enforcement of any provision of this Agreement, or any delay in the same, will constitute a waiver thereof.

Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity and enforceability of the other provisions hereof.

Construction. The rule of construction that the Agreement will be interpreted and/or construed against the drafter will not apply.

Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the matters set forth herein and supersedes any prior or contemporaneous oral or written agreements and discussions with respect to such matters.