These Affiliate Terms &
Conditions were last updated on August 5, 2020
THIS
IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”, “YOUR”, OR “YOURS”), AND GURUKOL, LLC.,
A VIRGINIA CORPORATION LOCATED IN VIRGINIA, UNITED STATES OF AMERICA (“GURUKOL”,
“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.
Any
version of these Affiliate Terms in a language other than English is provided
for convenience and You understand and agree that the English language will
control if there is any conflict.
All
capitalized terms used and not otherwise defined herein shall have the meaning
ascribed to them in GURUKOL’s Terms of Use, Pricing and Promotions Policy or the Publisher Membership
Agreement.
1. Overview
These
Affiliate Terms contain the complete terms and conditions that apply to You
when becoming an affiliate in GURUKOL’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 GURUKOL’s Services on Your
website, and provide certain contact information. The Application can be found
at www.GURUKOL.com/affiliate/.
(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 download
Promotional Materials and qualifying links 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, text links,
article copy, and access to data feeds.
(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.
(e)
You must be in good standing with the Federal Trade Commission (the “FTC”) and
in compliance with all FTC guidelines. As an Affiliate, you also understand and
agree that you have read and fully agree to the terms listed on the Official
FTC Website. Specific requirements and examples for GURUKOL Affiliates can be
found here.
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 implement the links, banners, and other
means of linking Your website to Our Services (collectively, “Referral Links”)
pursuant to the referral specifications set forth on the Affiliate Program
(“Referral Specifications”). On this page You will be able to download certain
technical materials, including links, HTML code, banner ads, copy and other
content, and any documentation for the foregoing (collectively, “Referral
Materials”). When Our customers click through the Referral Links to purchase an
item on the GURUKOL site, you can receive commissions for qualifying purchases
as described in Affiliate Commissions.
(b) Maintain
Your Site: The maintenance and the updating of Your website will be
Your responsibility. GURUKOL will notify you via email of any changes to these
Terms and our Referral Materials. However, as a member of Our Affiliate Program
and because Our information is updated often, it will be necessary for You to
update the Referral Materials on Your website to maintain consistency and
accuracy between Our Services and the Referral Specifications.
(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 GURUKOL 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.
(b) We
Determine the Policies for Referred Customers: Persons who become
customers of Our Services through referrals made in the Affiliate Program will
be considered Our customers, at Our sole discretion. All Our terms, rules, policies,
and operating procedures that apply to Our Users will apply to such referred
customers. We may change Our terms, rules, policies, and operating procedures
at any time, as further described in Our Terms of Use and Our other terms as We may post from
time to time
(c) You
will not promote GURUKOL through paid advertising or media buying that leads
directly to the GURUKOL website (found at www.GURUKOL.com). You will
not bid on GURUKOL-branded keywords as an affiliate. This applies to all
advertising platforms and to all affiliates unless direct approval from GURUKOL
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 GURUKOL
site, whether by way of a robot or software program or otherwise.
(g) You
will not mimic Our media and content: Publishers must make sure that
his or her media does not copy or resemble the look and feel of the GURUKOL
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 GURUKOL or imply any
relationship or affiliation between you and GURUKOL 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 GURUKOL or represent that you
have the authority to bind GURUKOL to a contract.
(k) You
cannot utilize a browser extension to promote GURUKOL or GURUKOL courses
without direct approval from GURUKOL. All coupon codes available in
the extension must be approved by GURUKOL. 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. We will terminate the account of Affiliates who only
promote free courses, or Affiliates who promote primarily free courses.
(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.
(o) For
GURUKOL employees who are also GURUKOL Affiliates: You will make it
clear you are a GURUKOL employee when promoting GURUKOL as an affiliate. As a GURUKOL
employee, You agree to clearly state in all promotional posts or promotions
containing GURUKOL affiliate links Your employee and affiliate relationship
with GURUKOL via a disclaimer. Specific requirements and examples for GURUKOL
Affiliates who are also GURUKOL employees.
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 Publisher
account. A “Referral” is a paying customer that You refer from Your website to
Our website using the Referral Materials in accordance with the Referral
Specifications. 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. Payments are
disbursed according to the payment method You have selected in Your affiliate
account. 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 using affiliate network payment system. GURUKOL
does not send payment directly to any affiliates. Affiliates are responsible
for making sure they are able to accept payments from GURUKOL's affiliate
network.
(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.
(h)
If at any time there has been no substantial activity on your account for XX
years, then we will have the right to withhold any accrued fee. Further, any
unpaid fees in your account may be subject to escheatment under applicable law.
6. Licenses
(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.
7. Disclaimer
WE
MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING GURUKOL. 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.
9. Indemnification
You
agree to indemnify and hold harmless GURUKOL 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.
10. Termination
GURUKOL
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.
11. Modification
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
Specifications or Referral Materials, and GURUKOL 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 Affiliates Program by removing Us as an advertiser affiliate
account. Your continued access to Our Affiliate platform will be contingent on
Your acceptance of Our updated Affiliate Terms. You should visit the Services
regularly to ensure You are aware of any changes to the Affiliate Terms, as any
revised Affiliate Terms shall supersede all previous Affiliate Terms.
12. Miscellaneous
(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.
(d) Governing
Laws. These Affiliate Terms shall be governed by the substantive laws
of the State of California without reference to its choice or conflicts of law
principles that would require the application of the laws of another
jurisdiction, and shall be considered to have been made and accepted in the
State of California. Any dispute that may arise in connection with these
Affiliate Terms shall be resolved in accordance with our Terms of Use.
(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.