General terms and conditions for participation in Online Accounting CPE's Affiliate Program

June 29, 2017

NOTE: PLEASE THOROUGHLY REVIEW THESE GENERAL TERMS AND CONDITIONS FOR PARTICIPATION IN ONLINE ACCOUNTING CPE'S AFFILIATE PROGRAM (THE "GENERAL TERMS AND CONDITIONS") BEFORE YOU COMMENCE YOUR PARTICIPATION IN ONLINE ACCOUNTING CPE'S AFFILIATE PROGRAM. IF YOU DO NOT AGREE TO BE BOUND BY THESE GENERAL TERMS AND CONDITIONS, ONLINE ACCOUNTING CPE IS NOT WILLING TO APPOINT YOU AS AN AFFILIATE AND YOU ARE NOT ALLOWED TO PARTICIPATE IN THE ONLINE ACCOUNTING CPE AFFILIATE PROGRAM. PLEASE NOTE THAT THE COMMENCEMENT OF ANY OF THE ACTIVITIES THAT ARE ALLOWED UNDER THE ONLINE ACCOUNTING CPE AFFILIATE PROGRAM WILL BE CONSIDERED AS AN ACCEPTANCE OF THESE GENERAL TERMS AND CONDITIONS.

1. BACKGROUND

Online Accounting CPE has established an affiliate program, under which approved affiliates are entitled to promote Online Accounting CPE and its products subject to the terms and conditions set out in these General Terms and Conditions (the "Online Accounting CPE Affiliate Program").

2. DEFINITIONS

2.1 The following capitalized terms will have the meanings ascribed to them below, unless the context would obviously require otherwise.

"Affiliate" means an affiliate whose Affiliate Application has been accepted by Online Accounting CPE by e-mail or otherwise in writing and who accepts these General Terms and Conditions.

"Affiliate Application" means the application form that must be submitted to Online Accounting CPE in connection with the application to become a Online Accounting CPE Affiliate.

"Affiliate Revenue Share" shall mean the revenue share that the Affiliate is entitled to, if any, in relation to sales of Online Accounting CPE products that are tracked by the Online Accounting CPE Tracking Functionality as sales that results from the Affiliate Promotional Activities performed hereunder.

"Affiliate Mailers" means newsletters and other mailers that the Affiliate issues from time to time to customers and other individuals who have accepted to receive such mailers from the Affiliate.

"Affiliate Promotional Activities" shall mean the promotional activities that the Affiliate performs hereunder in order to promote Online Accounting CPE and the Online Accounting CPE products as further specified in Section 3.1 hereto.

"Affiliate Resource Page" means the resource page that the Affiliate is granted access to when it has been approved as an Affiliate by Online Accounting CPE, which specifies the Online Accounting CPE Materials that the Affiliate is entitled to use whilst performing the Affiliate Promotional Activities hereunder.

"Affiliate Sites" means websites that are owned and controlled by the Affiliate.

"Affiliate User Account" means the Affiliate's user account for the Online Accounting CPE Affiliate Program that: (i) specifies the contact details for the Affiliate; (ii) enables the Affiliate to use Online Accounting CPE Tracking Functionality so that sales that directly relate to the Affiliate Promotional Activities can be properly tracked; (iii) specifies the Affiliate Revenue Share, if any.

"Effective Date" means the date when the Affiliate commences with any of the Affiliate Promotional Activities.

"Online Accounting CPE Guidelines and Policies" means all other guidelines and policies of Online Accounting CPE, its licensors and cooperation partners, including any updates of any of the foregoing, which Online Accounting CPE makes available to the Affiliate on the Online Accounting CPE website or otherwise in writing hereunder (including e-mails).

"Online Accounting CPE Marks" means the name, trademarks, service marks, trade names, logos and/or other designations of origin of Online Accounting CPE as specified on the Online Accounting CPE website.

"Online Accounting CPE Materials" means documents, texts, banners, graphics, logotypes, photos, screenshots, box shots and any and all other materials provided to the Affiliate on the Affiliate Resource Page or by any other means.

"Online Accounting CPE Site" means http://onlineaccountingcpe.com/ including the shopping carts linked thereto.

"Online Accounting CPE Products" shall mean all products that are subject to commerce on Online Accounting CPE Site and feature Online Accounting CPE Tracking Functionality.

"Online Accounting CPE Tracking Functionality" means Online Accounting CPE tracking functionality which tracks whether a sale of a Online Accounting CPE product relates to the Affiliate Promotional Activities performed hereunder.

 

3. LICENSE RIGHTS AND RESTRICTIONS

3.1 Subject to the Affiliate's compliance with these General Terms and Conditions (including but not limited to the requirements set out in Section 4.1 below), Online Accounting CPE grants the Affiliate, during the term hereof, a non-exclusive, non-transferable, non-sublicensable and limited license, to:

1. use the Online Accounting CPE Marks and the Online Accounting CPE Materials on the Affiliate Site(s) to provide links from the Affiliate Sites to the Online Accounting CPE Site;
2. use the Online Accounting CPE Marks and the Online Accounting CPE Materials in Affiliate Mailers to provide links to the Online Accounting CPE Site;
3. subject to Online Accounting CPE's prior written approval, use the Online Accounting CPE Marks, the Online Accounting CPE Materials and the Online Accounting CPE Products for any other promotional activities.

3.2 The Affiliate may not assign, delegate, sublicense, pledge or otherwise transfer the rights or licenses set out herein, or any of its obligations hereunder to any third party other than as expressly granted under these General Terms and Conditions.

3.3 The Affiliate may not alter, change, modify or adapt the Online Accounting CPE Marks or the Online Accounting CPE Materials, unless otherwise approved by Online Accounting CPE in writing (in each specific case).

3.4 The Online Accounting CPE Marks, the Online Accounting CPE Materials and the Online Accounting CPE Products and any and all patents, copyrights, trademarks, design rights and any and all other intellectual property rights associated therewith, are the exclusive property of Online Accounting CPE and its licensors. All rights in and to the Online Accounting CPE Marks, the Online Accounting CPE Materials and the Online Accounting CPE Products are reserved by Online Accounting CPE and its licensors and the Affiliate obtains no other rights than the limited license rights explicitly granted under Section 3.1 above.

4. THE AFFILIATE'S OBLIGATIONS

4.1 The Affiliate undertakes to:

1. place links on the Affiliate Sites to the Online Accounting CPE Site through use of the Online Accounting CPE Marks and the Online Accounting CPE Materials;
2. ensure that the Affiliate Sites do not contain any content that is illegal or which can be considered as defamatory, racist, abusive or fraudulent;
3. ensure that the Affiliate Mailers that include Online Accounting CPE Marks, Online Accounting CPE Materials or links to Online Accounting CPE Products cannot be considered as spam or unsolicited e-mails;
4. ensure that all use of the Online Accounting CPE Marks or the Online Accounting CPE Materials is made in compliance with the Online Accounting CPE Guidelines and Policies and Online Accounting CPE's instructions from time to time;
5. upon Online Accounting CPE's request, promptly remove from any Affiliate Sites or any Affiliate Mailer any Online Accounting CPE Marks, Online Accounting CPE Materials or any text relating to Online Accounting CPE or the Online Accounting CPE products;
6. ensure that the use of the Online Accounting CPE Marks, the Online Accounting CPE Materials and the Online Accounting CPE Products are made in compliance with any and all applicable laws and regulations, including but not limited to export control laws, privacy laws, marketing laws and consumer protection laws;
7. ensure that the contact information in the Affiliate User Account is complete, correct and at all times accurate; and
8. ensure that no third party is given access to the password of the Affiliate User Account and immediately inform Online Accounting CPE of any suspected misuse of the afore-mentioned password.

4.2 The Affiliate shall, during the term hereof and thereafter, indemnify Online Accounting CPE against any and all liabilities, damages, losses, costs and expenses (including reasonable legal fees and expenses) suffered or incurred by Online Accounting CPE due to: (i) the Affiliate's breach of these General Terms and Conditions; or (ii) otherwise due to the Affiliate's use of the Online Accounting CPE Marks or the Online Accounting CPE Materials.

5. ONLINE ACCOUNTING CPE'S OBLIGATION

Online Accounting CPE shall pay any Affiliate Revenue Share that the Affiliate is entitled to in connection with the Affiliate Promotional Activities hereunder, if any, without undue delay. Any Affiliate Revenue Share percentage shall be calculated on the end user purchase price of the applicable Online Accounting CPE product exclusive of any and all taxes and shipping fees (if applicable).

The Affiliate will only be entitled to Affiliate Revenue Share on sales of Online Accounting CPE products which can be tracked by the Online Accounting CPE Tracking Functionality.

6. DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, THE ONLINE ACCOUNTING CPE MARKS, THE ONLINE ACCOUNTING CPE MATERIALS AND THE ONLINE ACCOUNTING CPE PRODUCTS (AND ANY AND ALL PARTS THEREOF) ARE PROVIDED "AS IS" AND ONLINE ACCOUNTING CPE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE ONLINE ACCOUNTING CPE MARKS, THE ONLINE ACCOUNTING CPE MATERIALS OR THE ONLINE ACCOUNTING CPE PRODUCTS, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTIES' INTELLECTUAL PROPERTY RIGHTS.

7. LIMITATION OF LIABILITY

7.1 EXCEPT AS EXPRESSLY SET FORTH IN THESE GENERAL TERMS AND CONDITIONS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR: (I) INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; NOR FOR (II) DAMAGE TO PROPERTY; LOSS OF USE OR DATA; LOSS OF PRODUCTION; OR LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL); NO MATTER WHAT THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Notwithstanding anything to the contrary herein, Online Accounting CPE's total accumulated liability hereunder shall not exceed the payments made to the Affiliate hereunder during the period of time the Affiliate operated in the interest of the Online Accounting CPE Affiliate Program, and under Online Accounting CPE approval.

7.3 Notwithstanding the above, the limitation of liabilities set out in Section 7.1 above shall not apply in case of gross negligence or willful misconduct or in case of a breach of, or in relation to, Section 3, Section 4.1 (ii)-(x), Section 4.2 and Section 8.

7.4 No action, regardless of form, arising out of any alleged breach of these General Terms and Conditions may be brought by either party more than twelve (12) months after the cause of action occurred or became known to the claiming party, whichever is later.

8. CONFIDENTIALITY

The Affiliate undertakes to keep and treat as confidential and not disclose to any third party any information relating to Online Accounting CPE's business and trade secrets received in connection with the Affiliate's participation in the Online Accounting CPE Affiliate Program (including but not limited to product related and commercial information) nor make use of such information for any purpose whatsoever other than for the purposes of its participation in the Online Accounting CPE Affiliate Program. The confidentiality undertaking shall last during the term of the Affiliate's participation in the Online Accounting CPE Affiliate Program and for a period of five (5) years thereafter.

9. TERM AND TERMINATION

9.1 Online Accounting CPE may further prematurely terminate the Affiliate's participation in the Online Accounting CPE Affiliate Program upon written notice to the Affiliate (including e-mail), with immediate effect: (i) if the Affiliate, in Online Accounting CPE's reasonable discretion, is in material breach of these General Terms and Conditions; (ii) if the Affiliate's use of the Online Accounting CPE Marks, in Online Accounting CPE's reasonable discretion, dilutes or tarnish the Online Accounting CPE Marks or harms the reputation of Online Accounting CPE in any way; (iii) if the Affiliate becomes insolvent or enter into liquidation, bankruptcy or other procedure due to its inability to pay its debts; or (iv) in the event of a change of control of the Online Accounting CPE.

9.2 Upon termination or expiration of the Affiliate's participation in the Online Accounting CPE Affiliate Program, all rights granted to the Affiliate hereunder shall terminate and the Affiliate shall: (i) cease any and all use of the Online Accounting CPE Marks, the Online Accounting CPE Materials and the Online Accounting CPE Products; and (ii) destroy any Confidential Information of Online Accounting CPE received hereunder.

9.3 Sections which by their nature are intended to survive the termination or expiration of these General Terms and Conditions, shall so survive the expiration or termination hereof, including but not limited to Section 4.2, Section 6, Section 7, Section 8 and Section 12.

10. REVISIONS OF THESE GENERAL TERMS AND CONDITIONS

Online Accounting CPE reserves the right to revise these General Terms and Conditions upon at least thirty (30) days prior written notice to the Affiliate (including e-mail). If the Affiliate does not accept the revised General Terms and Conditions, the Affiliate is entitled to terminate its participation in the Online Accounting CPE Affiliate Program with immediate effect upon written notice to Online Accounting CPE (including e-mail).

11. MISCELLANEOUS

11.1 All notices required or permitted to be given by either party under these General Terms and Conditions shall be in writing and may be delivered by courier, registered mail, facsimile or e-mail and shall be deemed given upon dispatch of such notice. A notice to the Affiliate shall be made to the contact details specified in the Affiliate User Account, and notices to Online Accounting CPE shall be made to the contact details specified on Online Accounting CPE website.

11.2 The Affiliate may not assign any of its rights or obligation under these General Terms and Conditions to a third party without the prior written consent of Online Accounting CPE.

11.3 The failure by Online Accounting CPE or the Affiliate to enforce any provisions of these General Terms and Conditions or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof.

11.4 If any provision of these General Terms and Conditions is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

11.5 The Affiliate's participation in the Online Accounting CPE Affiliate Program is not intended to establish any partnership, agency, joint venture, employment, or other relationship between the Online Accounting CPE and the Affiliate except that of independent contractors.

11.6 These General Terms and Conditions contains the entire agreement between the parties on the subject matter hereof and supersedes all undertakings and agreements previously made between the parties with respect to the subject matter of these General Terms and Conditions.

11.7 Except as set out in Section 10 above, these General Terms and Conditions may be modified only by a written document duly signed by both parties and referencing these General Terms and Conditions.

12. GOVERNING LAW AND ARBITRATION

Notwithstanding the above, nothing in these General Terms and Conditions shall prevent either party from seeking any interim or final injunctive relief by a court if competent jurisdiction.