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Affiliate Terms

When you sign up to be a Crash Course Marketing Academy Affiliate Partner, you agree to be bound by the following Partner Program Agreement (the “Agreement”). The Agreement is between you, as partner (“You” or “Affiliate Partner”), and Crash Course Marketing Academy. Each of Partner and Crash Course Marketing Academy may be referred to as a “Party”, and together as the “Parties”. You can review the current version of the Agreement at any time at https://CrashCourseMarketingAcademy.com/policies/affiliate partner-program-terms. Crash Course Marketing Academy reserves the right to update and change the Agreement by posting updates and changes here: https:// Crash Course Marketing Academy /policies/affiliate-partner-program-terms. If a significant change is made, we will provide reasonable notice by email. You are advised to check the Agreement from time to time for any updates or changes that may impact You. Any reference to the Agreement includes any and all terms and documents incorporated by reference.

By agreeing to participate in the Affiliate Partner Program, You agree with and accept all of the terms and conditions contained in this Agreement, and Crash Course Marketing Academy’s other policies, including but not limited to Crash Course Marketing Academy’s Terms of Service and Privacy Policy. For the avoidance of doubt, all such Crash Course Marketing Academy Policies form part of this Agreement and are incorporated by reference.

1.1. Marketing Activities

  1. In no event will Affiliate Partner engage in any Affiliate Partner Marketing Activities except as expressly set forth in this Agreement. In conducting all Affiliate Partner Marketing Activities, Affiliate Partner will comply with all applicable laws, rules, regulations, and directives, including but not limited to those relating to email marketing and “spamming”.
  2. Affiliate Partner will (i) not send any email regarding Crash Course Marketing Academy to any individual or entity that has not requested such information; (ii) always include Affiliate Partner’s contact information and “unsubscribe” information in any email regarding Crash Course Marketing Academy; and (iii) not imply that such emails are being sent on behalf of Crash Course Marketing Academy.
  3. An Affiliate Partner will not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to Crash Course Marketing Academy; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Crash Course Marketing Academy; (iii) make any false, misleading or disparaging representations or statements with respect to Crash Course Marketing Academy; (iv) solicit any of Crash Course Marketing Academy’s customers to leave Crash Course Marketing Academy; (v) copy, resemble or mirror the look and feel of Crash Course Marketing Academy’s websites, Crash Course Marketing Academy’s Trademarks (as defined below) or Crash Course Marketing Academy’s services or otherwise misrepresent Affiliate Partner’s affiliation with Crash Course Marketing Academy; or (vi) engage in any other practices that may adversely affect the credibility or reputation of Crash Course Marketing Academy, including but not limited to, sending email communications or using any website in any manner, or having any content on any website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Crash Course Marketing Academy or the Affiliate Partner’s services; (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities; or (c) violates any intellectual property or other proprietary rights of any third party; or (d) otherwise violates Crash Course Marketing Academy’s Policies.
  4. Anything Affiliate Partner communicates in marketing or advertising any Crash Course Marketing Academy product, service or opportunity must be true and accurate. Claims that relate to any Crash Course Marketing Academy product, service or opportunity that are untrue or fraudulent are strictly prohibited. Affiliate Partner may not claim that any government, person, or entity endorses or supports Crash Course Marketing Academy. Affiliate Partner may not use the intellectual property of any other person or entity in advertising any Crash Course Marketing Academy product, service or opportunity.

1.2. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Affiliate Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules, and regulations.

1.3 Unauthorized and Prohibited Activities

  1. Affiliate Partner will not promote or advertise Crash Course Marketing Academy on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code.
  2. Affiliate Partner will not use its links directly in any pay-per-click advertising;
  3. Affiliate Partner will not purchase search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the Crash Course Marketing Academy Trademarks (as defined below) or any variations or misspellings thereof that may be deceptively or confusingly similar to the Crash Course Marketing Academy Trademarks.
  4. Affiliate Partner will not create or participate in any third-party networks or sub-affiliate networks without the express written permission of Crash Course Marketing Academy.
  5. Affiliate Partner will not use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links.
  6. Affiliate Partner will not disparage the products or services of any other person or entity, including without limitation the products or services of a competitor of Crash Course Marketing Academy, any other customer or Affiliate Partner of Crash Course Marketing Academy, or Crash Course Marketing Academy itself.

1.4. FTC Guidelines

  1. The Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Affiliate Partner Program with Crash Course Marketing Academy, Affiliate Partner receives compensation for referrals made to Crash Course Marketing Academy. This may establish a “material connection” according to FTC rules, which creates an obligation for Affiliate Partner to provide disclosure to consumers.
  2. Full compliance with these guidelines requires, among other things, that (a) Affiliate Partner clearly and conspicuously disclose that Affiliate Partner is being compensated for referring customers to Crash Course Marketing Academy; and (b) Affiliate Partner is not engaged in misleading or deceptive advertising. For further information, Affiliate Partner should refer to the statement released by the FTC regarding these guidelines.

1.5. Other Affiliate Partner Terms

  1. Affiliate Partner must have an active PayPal account in which to receive payment of any Referral Fees. This is the only method in which Crash Course Marketing Academy will pay You the Referral Fees. If you do not currently have a PayPal account, sign up at https://www.paypal.com/us/home. 
  2. To become an Affiliate Partner, the applicant must create an Affiliate Partner Account by providing all information indicated as required. Crash Course Marketing Academy may reject an application for an Affiliate Partner Account for any reason, in its sole discretion. Affiliate Partner acknowledges that Crash Course Marketing Academy will use the email address provided by Affiliate Partner as the primary method for communication. Affiliate Partner is responsible for keeping its Affiliate Partner Account password secure. Crash Course Marketing Academy cannot and will not be liable for any loss or damage arising from Affiliate Partner’s failure to maintain the security of the Affiliate Partner Account and password.
  3. Affiliate Partner acknowledges and agrees that Affiliate Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Affiliate Partner.
  4. Affiliate Partner will promptly inform Crash Course Marketing Academy of any information known to Affiliate Partner that could reasonably lead to a claim, demand or liability of or against Crash Course Marketing Academy by any third party.
  5. Affiliate Partner acknowledges and agrees that Crash Course Marketing Academy may amend this Agreement at any time by posting the relevant amended and restated Affiliate Partner Program Agreement on Crash Course Marketing Academy’s website, available at https://CrashCourseMarketingAcademy.com/pages/affiliate-partner-program-terms and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, Crash Course Marketing Academy will provide reasonable notice by email. Affiliate Partner’s continued participation in the Crash Course Marketing Academy Affiliate Partner Program after the amended Affiliate Partner Program Agreement is posted to Crash Course Marketing Academy’s website constitutes Affiliate Partner’s agreement to, and acceptance of, the amended Agreement. If Affiliate Partner does not agree to any changes to the Agreement, Affiliate Partner must terminate the Agreement by discontinuing its participation in the Crash Course Marketing Academy Affiliate Partner Program.

2. Referral Fees

2.1. Payment of Fees

  1. Upon acceptance into the Affiliate Partner Program, You will be assigned one or more unique Affiliate Partner URLs. When another person, either a current or future client of yours (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect purchases a Crash Course Marketing Academy course or upgrade by using Your Affiliate Partner URL, the Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a “Sale,” and each such account is a “Sold Account.” In the event that a Prospect has multiple Affiliate Partner Cookies, the most recently acquired Cookie will determine which Affiliate Partner is credited with a Sale.
  2. Subject to Affiliate Partner’s compliance with this Agreement, You will be entitled to a referral fee for each Sold Course that generates a payment to Crash Course Marketing Academy. The referral fee amount is 5% of all fees received by Crash Course Marketing Academy for a Sold Course (the “Referral Fees”). Affiliate Partners are eligible to request payment of any Referral Fees when the Affiliate Partner’s balance reaches a minimum of $25 USD. Payments can be requested every 30 days. Payment processing can take up to 30 days from the request date. Payments will be paid out via PayPal.  
  3. Referral Fees are paid only for transactions that actually occur between Crash Course Marketing Academy and a Prospect. If the transaction does not actually occur, or if payment from a Sale is not actually received by Crash Course Marketing Academy, You will not be paid a Referral Fee on the transaction. If payment for a Sale later results in a refund or charge-back, and if a Referral Fee was paid to You for that Sale, then the applicable Referral Fee will be deducted from any future Referral Fees. If Crash Course Marketing Academy determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, in addition to Crash Course Marketing Academy’s rights under Section 3.1, no Referral Fees will be paid to You for such Sale, or if such violation or fraud is discovered by Crash Course Marketing Academy after payment, such amounts shall be deducted from any future Referral Fees. 

2.2. Affiliate Partner Representations; Taxes

  1. Affiliate Partner hereby represents and warrants to Company that You are engaged in an independent business enterprise, and that You have complied with all business requirements necessary to operate Affiliate Partner's business, if any, such as licensing, tax and other business operation requirements.
  2. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any Referral Fees You receive from Crash Course Marketing Academy.

2.3. Inventory Loading/Rebates

 Affiliate Partner is not permitted to open a Crash Course Marketing Academy account under the name of another person or entity, or under a fictitious name. Affiliate Partner is not permitted to purchase a Crash Course Marketing Academy product under any name merely for the purpose of obtaining Referral Fees or any other compensation. Affiliate Partner is not permitted to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to Crash Course Marketing Academy all Referral Fees earned as a result of any such violation.

‍3. Termination

3.1. Termination

  1. Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.
  2. Fraudulent or other unacceptable behavior by Affiliate Partner, including breach of this Agreement or any Crash Course Marketing Academy Policies, as determined by Crash Course Marketing Academy in its sole discretion, may result in one or more of the following actions being taken by Crash Course Marketing Academy: (a) termination of Your affiliation with Crash Course Marketing Academy in its entirety and termination of all services provided to You; (b) suspension of some or all of Your privileges under the Affiliate Partner Program; and/or (c) termination of Your Affiliate Partner account entirely without notice to, or recourse for, You, in which case You shall forfeit all Referral Fees owed to You, either as of the date of termination or thereafter accruing.
  3. At any time that your Crash Course Marketing Academy customer account is cancelled or suspended by either Party, Affiliate Partner’s participation in the Affiliate Partner Program shall be automatically terminated and Affiliate Partner shall no longer be entitled to any further Referral Fees.

3.2. Results of Termination

    1. Upon termination of this Agreement: (a) Affiliate Partner will immediately cease displaying any Crash Course Marketing Academy Materials (as defined below) or any Crash Course Marketing Academy Trademarks (as defined below) on any website or otherwise; and (b) all rights granted to Affiliate Partner under this Agreement will immediately cease, including but not limited to the right of Affiliate Partner to access the Affiliate Partner Account and Affiliate Partner Dashboard, or to receive any payments of Referral Fees under this Agreement, unless otherwise determined by Crash Course Marketing Academy in its sole discretion.
    2. This Section 3.2 and the following Sections will survive any termination or expiration of this Agreement: Section 4.5 (Proprietary Rights of Crash Course Marketing Academy), Section 5 (Confidentiality), Section 6 (Disclaimer of Warranty), Section 7 (Limitation of Liability and Indemnification), and Section 8 (General Provisions). In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.‍

4. Intellectual Property Rights

4.1. Crash Course Marketing Academy Materials

  1. Affiliate Partner may display Crash Course Marketing Academy Materials on its websites solely for the purpose of marketing and promoting Crash Course Marketing Academy and its products and services during the term of this Agreement, or until such time as Crash Course Marketing Academy may, upon reasonable prior notice, instruct Affiliate Partner to cease displaying the Crash Course Marketing Academy Materials. Affiliate Partner may not alter, amend, adapt or translate the Crash Course Marketing Academy Materials without Crash Course Marketing Academy’s prior written consent. Nothing contained in any Crash Course Marketing Academy Materials will in any way be deemed a representation or warranty of Crash Course Marketing Academy. The Crash Course Marketing Academy Materials will at all times be the sole and exclusive property of Crash Course Marketing Academy and no rights of ownership will at any time vest with Affiliate Partner.
  2. “Crash Course Marketing Academy Materials” means any marketing or promotional materials relating to Crash Course Marketing Academy or its platform or products, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images, and the Crash Course Marketing Academy Trademarks.

4.2. Crash Course Marketing Academy Trademarks

  1. During the term of this Agreement, Crash Course Marketing Academy hereby grants to Affiliate Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Crash Course Marketing Academy Trademarks for the sole purpose of marketing and promoting Crash Course Marketing Academy and its products and services. Affiliate Partner acknowledges and agrees that: (a) it will use Crash Course Marketing Academy’s Trademarks only as permitted under this Agreement; (b) it will use the Crash Course Marketing Academy Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Crash Course Marketing Academy in writing from time to time; (c) the Crash Course Marketing Academy Trademarks are and will remain the sole property of Crash Course Marketing Academy; (d) nothing in this Agreement will confer in Affiliate Partner any right of ownership in the Crash Course Marketing Academy Trademarks and all use thereof by Affiliate Partner will inure to the benefit of Crash Course Marketing Academy; (e) Affiliate Partner will not, now or in the future, apply for or contest the validity of any Crash Course Marketing Academy Trademarks; and (f) Affiliate Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any Crash Course Marketing Academy Trademarks.
  2. “Crash Course Marketing Academy Trademarks” means the trademarks, logos, service marks and trade names of Crash Course Marketing Academy, whether registered or unregistered, including but not limited to the word mark CRASH COURSE MARKETING ACADEMY.

4.3. Trademark Usage Guidelines

Affiliate Partner shall only use and visually present the Crash Course Marketing Academy Trademarks as follows. Affiliate Partner agrees that Your use of the Crash Course Marketing Academy Trademarks in violation of these guidelines will result in automatic termination of Your participation in the Affiliate Partner Program, this Agreement, and the license and/or permission to use the Crash Course Marketing Academy Trademarks.

  1. Your use must not mislead consumers as to our sponsorship of, affiliation with or endorsement of your company or your products or services.
  2. The Crash Course Marketing Academy Trademarks are our exclusive property. All goodwill that results from Your use of the Crash Course Marketing Academy Trademarks will be solely to our benefit. You will not take any action that is at odds with our rights or ownership of the Crash Course Marketing Academy Trademarks.
  3. The Crash Course Marketing Academy Trademarks must be used in a respectful manner. The Crash Course Marketing Academy Trademarks may not be used in a way that harms us, our products or services, or in a manner which, in our opinion, lessens or otherwise damages our reputation or the goodwill in our brand assets. You may not associate the Crash Course Marketing Academy Trademarks or any other of our brand assets with any illicit or illegal activities or use them in a way that is deceptive or harmful.
  4. You may use the Crash Course Marketing AcademySM mark to advertise Crash Course Marketing Academy in your non-paid advertising. Any time You use the Crash Course Marketing AcademySM mark, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for Crash Course Marketing Academy. Whether Your use of Crash Course Marketing Academy® is confusing will be determined by Crash Course Marketing Academy in Crash Course Marketing Academy’ sole and absolute discretion.
  5. Any time You use the word “Crash Course Marketing Academy” it must be immediately followed by the “SM” denoting it as a registered trademark of Praesentia, Inc. dba Crash Course Marketing Academy.

You must plainly display (i.e., not in a link, or in small font) the following disclaimer in any website, social media site, email, and/or other communication or media You choose to use: I am not an employee, agent or representative of Crash Course Marketing Academy, LLC. Crash Course Marketing Academy does not in any way endorse my products or services. I am an independent Crash Course Marketing Academy Affiliate Partner and I receive referral payments from Crash Course Marketing Academy in this role. All opinions expressed herein are my own and are not official statements of Crash Course Marketing Academy or any party affiliated with Crash Course Marketing Academy.

4.4. Restrictions on Affiliate Partner’s Use of the Crash Course Marketing Academy Trademarks

Notwithstanding Section 4.1, Affiliate Partner will not:

  1. use the Crash Course Marketing Academy Trademarks or variations or misspellings thereof in Affiliate Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services (including without limitation, in the name or design of any application or theme), unless granted express written permission by Crash Course Marketing Academy in advance of each use; or
  2. purchase or register search engine or other pay-per-click keywords (such as Google AdWords), trademarks, email addresses or domain names that use the Crash Course Marketing Academy Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Crash Course Marketing Academy Trademarks.

4.5. Proprietary Rights of Crash Course Marketing Academy

As between Affiliate Partner and Crash Course Marketing Academy, the Crash Course Marketing Academy Materials, Crash Course Marketing Academy Trademarks, all information relating to Crash Course Marketing Academy’s products and services, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Crash Course Marketing Academy or otherwise related to Crash Course Marketing Academy’s services, the Affiliate Partner Program, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Crash Course Marketing Academy Property”) will be and remain the sole and exclusive property of Crash Course Marketing Academy. To the extent, if any, that ownership of any Crash Course Marketing Academy Property does not automatically vest in Crash Course Marketing Academy by virtue of this Agreement, or otherwise, and vests in Affiliate Partner, Affiliate Partner hereby transfers and assigns to Crash Course Marketing Academy, upon the creation thereof, all rights, title and interest Affiliate Partner may have in and to such Crash Course Marketing Academy Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

5. Confidentiality

5.1 Definition

“Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Crash Course Marketing Academy and Affiliate Partner, any information related to a Crash Course Marketing Academy customer or other Affiliate Partner is the Confidential Information of Crash Course Marketing Academy.

5.2 Covenants

Each Party agrees to use the other Party’s’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 5. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s/ies’ Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.

‍6. Disclaimer of Warranty

The Crash Course Marketing Academy Affiliate Partner Program, the Crash Course Marketing Academy products and services, the Crash Course Marketing Academy Trademarks, and the Crash Course Marketing Academy Materials are provided “as-is”. Crash Course Marketing Academy makes no warranties under this Agreement, and Crash Course Marketing Academy expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, Crash Course Marketing Academy further disclaims all representations and warranties, express or implied, that the Crash Course Marketing Academy products and services, the Crash Course Marketing Academy Trademarks, or the Crash Course Marketing Academy Materials satisfy all of Affiliate Partner’s requirements and or will be uninterrupted, error-free or free from harmful components.‍

7. Limitation of Liability and Indemnification

7.1. Limitation of Liability

Crash Course Marketing Academy will have no liability with respect to the Crash Course Marketing Academy Affiliate Partner Program, the Crash Course Marketing Academy products and services, the Crash Course Marketing Academy Trademarks, the Crash Course Marketing Academy Materials or Crash Course Marketing Academy’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from Crash Course Marketing Academy’s products and services, the Crash Course Marketing Academy Trademarks, the Crash Course Marketing Academy Materials or Affiliate Partner’s participation or inability to participate in the Crash Course Marketing Academy Affiliate Partner Program, even if Crash Course Marketing Academy has been advised of the possibility of such damages. In any event, Crash Course Marketing Academy’s liability to Affiliate Partner under this Agreement for any reason will be limited to the Referral Fees paid to Affiliate Partner by Crash Course Marketing Academy during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The foregoing limitations will apply to the fullest extent permitted by applicable law.

7.2. Affiliate Partner Indemnification‍

Affiliate Partner agrees to indemnify, defend and hold harmless Crash Course Marketing Academy and the directors, managers, officers, owners, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Affiliate Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Affiliate Partner’s negligence or willful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Crash Course Marketing Academy granted by Affiliate Partner to any third party; (d) Affiliate Partner’s breach of any term of this Agreement or the Crash Course Marketing Academy Policies (including any documents it incorporates by reference); (e) any third party claim that Affiliate Partner’s products or services infringes the intellectual property or other rights of a third party; (f) Affiliate Partner’s taxes, including any audits or penalties related thereto; (g) the performance, non-performance or improper performance of the Affiliate Partner’s products or services; and (h) Affiliate Partner’s non-compliance or violation of any applicable laws, rules or regulations, including the FTC guidelines.

7.3. Notice of Indemnification

In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Affiliate Partner with written notice of any claim that the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Affiliate Partner will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Affiliate Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.‍

8. General Provisions

8.1. Force Majeure

Crash Course Marketing Academy will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control including acts of God, labor disputes or other industrial disturbances, pandemics, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

8.2. Independent Contractors

The Parties to this Agreement are independent contractors. Neither Party is an agent, employee, representative or related entity of the other Party. Neither Crash Course Marketing Academy nor the Affiliate Partner will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement will not be interpreted or construed to create an association, agency, joint venture or Affiliate Partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

8.3. Non-Exclusivity

Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.

8.4. Notice

Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Affiliate Partner’s email address listed in the Affiliate Partner Account, and to [email protected]; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid. Notice will be sent to the Affiliate Partner at the address provided in the Partner Account, and to Crash Course Marketing Academy at 106 Public Square, Suite 208, Gallatin, TN 37066.

8.5. No Waiver

The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.

8.6. Entire Agreement

This Agreement, including all Crash Course Marketing Academy Policies listed on Crash Course Marketing Academy.com, any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Crash Course Marketing Academy nor the Affiliate Partner will be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

8.7. Assignment

All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Crash Course Marketing Academy will be permitted to assign this Agreement without notice to or consent from Affiliate Partner. Affiliate Partner will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without Crash Course Marketing Academy’s prior written consent, to be given or withheld in Crash Course Marketing Academy’s sole discretion.

8.8. Applicable Laws

This Agreement will be governed by and interpreted in accordance with the laws of the State of Tennessee, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Sumner County, Tennessee and appellate courts having jurisdiction of appeals from such courts with respect to any dispute or claim arising out of or in connection with this Agreement.

8.9. Competitive or Similar Materials

Crash Course Marketing Academy is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for or by third parties, as well as marketing and distributing materials, products or services that are competitive with Affiliate Partner’s products or services, provided that Crash Course Marketing Academy does not use Affiliate Partner’s Confidential Information in so doing.

8.10. Modifications to this Agreement

Crash Course Marketing Academy may modify this Agreement (including any Crash Course Marketing Academy Policies) at any time by posting a revised version on the Crash Course Marketing Academy website or by otherwise notifying Affiliate Partner in accordance with Section 8.4. By continuing to participate in the Affiliate Partner Program after the effective date of any modifications to this Agreement, Affiliate Partner agrees to be bound by the modified terms. It is Your responsibility to check the Crash Course Marketing Academy website regularly for modifications to this Agreement. We last modified this Agreement on the date listed on the end of this Agreement.  

8.11. Language

All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

8.12. Non-exclusive remedies

In the event of any breach or threatened breach by Affiliate Partner of any provision of this Agreement, in addition to all other rights and remedies available to Crash Course Marketing Academy under this Agreement and under applicable law, Crash Course Marketing Academy will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security; (b) immediately terminate this Agreement and Affiliate Partner’s access to the Affiliate Partner Program; (c) receive a prompt refund of all amounts paid to Affiliate Partner under this Agreement; and (d) be indemnified for any losses, damages or liability incurred by Crash Course Marketing Academy in connection with such violation, in accordance with the provisions of Section 7.

8.12. Severability

If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.

8.13. Crash Course Marketing Academy’s Right to Monitor‍

Crash Course Marketing Academy has the right, but not the obligation, to monitor or investigate any Affiliate Partner website and Your use of Crash Course Marketing Academy’s products or services at any time for compliance with this Agreement or the Crash Course Marketing Academy Policies.  Our determination of whether a violation of any of these terms has occurred will be final and binding and any action taken with respect to enforcing this Agreement or any other terms, including taking no action at all, will be at our sole discretion.

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