Term: This agreement shall commence on the Effective Date and, unless terminated earlier as provided herein,
shall continue for an initial term of Five (5) years (the Term”).
Additionally, Company gives Affiliate five (5) one-year options to be exercised at Affiliate's option to renew the Agreement
with the same terms and conditions
Either party may terminate this agreement at any time for any reason by giving at least thirty (30) days notice in writing to the other party.
If the agreement is terminated by the Company, the Affiliate will be paid any owed commission amount, as provided herein,
for student referrals made as of the date of termination
The Company shall pay to the Affiliate the commission fees, as defined in Paragraph iv.
The Company shall calculate compensation to be paid in monthly installments by the fifteenth day of the month following the month from which Affiliate has generated the fees.
At time of payment, Company shall provide Affiliate with an accounting summary and online access to track Affiliate’s student referrals.
Commission fees paid to the Affiliate are based on the number of monthly student completions for the Traffic School,
Defensive Driving and Driver Education Programs. Affiliate agrees that the pre-negotiated total amount of Affiliate’s
commission for these programs is based on the course tuition fee received only and excludes any and all upgrade products,
sales, shipping and any other ancillary products unrelated or in addition to the course tuition collected.
Unless otherwise negotiated between Company and Affiliate, standard affiliate commission fees are based on the following monthly volume thresholds:
- 1-50 Referrals: 40% of the completed student’s tuition fee
- 51-100 Referrals: 45% of the completed student’s tuition fee
- 101-150 Referrals: 50% of the completed student’s tuition fee
- 151-200 Referrals: 55% of the completed student’s tuition fee
- 201+ Referrals: 60% of the completed student’s tuition fee
Upgrade Commission Fees: Company may, at its discretion, allow Affiliate to earn Commission fees on tuition and upgrade products, sales,
shipping and other ancillary products. In such cases, commission fees are to be calculated after the deduction of applicable costs of goods sold,
including, but not limited to:
- Merchant processing fee;
- Instructor payments, where applicable;
- Expedited shipping fees, if applicable;
- USPS postage fee, if applicable;
- Identity verification fees (Experian, LexisNexis, DOT, DPS), if applicable;
- Regulatory certificate/processing fees, if applicable;
- Court fees and surcharges, if applicable;
- Testing location fees for the course final exam, if applicable.
Refunds and Chargebacks: In the event that a completed student for whom Affiliate has already been paid a Commission is refunded,
the amount of the Commission payment shall be deducted from the Affiliate’s next Commission payment. In the event that a completed student files
a Chargeback against Company, the Affiliate’s Commission payment will only be deducted from the next Commission payment if Company loses
its Chargeback dispute. If the Company wins its Chargeback dispute, no deduction will be made. Regardless of the Chargeback outcome,
Company is required to pay a $15 chargeback fee to its merchant bank and shall therefore deduct this fee from the Affiliate’s next Commission Payment.
Parent-Child Affiliate Commission Fees: Affiliate (“Parent Affiliate”) may recruit other affiliates (“Child Affiliates”)
by using the “Recruit Other Affiliates” email function in the Affiliate’s account. The recruit other affiliates email will
send a unique sign-up URL to the Child Affiliate. The Child Affiliate must use that sign-up URL in order to be associated
with the Parent Affiliate. Unless otherwise negotiated, Parent Affiliate shall earn a 10% course tuition commission for
any student that completes the course through a Child Affiliate’s account, as long as the Parent Affiliate’s account is active.
Third Party Product Commission Fees: Company has the ability to market and sell some third-party products on behalf of
Affiliate, including, but not limited to, incar training packages offered by licensed driving schools. Company will assess
a predetermined processing and service fee against the price of any third-party product that it sells on behalf of the Affiliate
through one or more of Company’s websites. The Third Party Product Commission will be based upon the sale price of the
Third Party Product minus Company’s fee.
Licensing Fees: Company may, at its discretion, allow Affiliate to pay Company a course licensing fee instead of the Company
paying the Affiliate a commission. Licensing Fees are intended for government agencies, educational institutions, and non-profit
organizations that want to offer Company’s products and services to their customers at no charge. In such instances, Company will
invoice the Affiliate in arrears for completed students and/or allow Affiliate to purchase coupon codes worth the value of the
course and certificate of completion that the customer will enter during online enrollment.
Services: The services shall include, but not be limited to, the following:
The Affiliate shall refer online traffic safety education, defensive driving and driver education to the Company.
Company will provide Affiliate with referrals URLS and branded enrollment portals, allowing Affiliate to enroll students
directly from its website and have limited access to student data.
The Company agrees to provide each Affiliate referral student with fully functional course offerings, fulfilling all
the requirements for such a course as required by the regulating body/agency in the jurisdiction in which the course is offered.
The Company shall engage in the following on behalf of the Affiliate and for the Customer: registration or payment
processing; processing of phone calls from known registered customers of the Company and/or Affiliate; providing
technical certificate; and/or processing or mailing of completion certificates.
Exclusivity of Information: As many states prohibit licensed course providers from disclosing or sharing student
information with third parties, Affiliate shall have limited rights to the information collected from the student by
Company during the registration process. This information will exclude any payment information, social security number,
and other sensitive private information as determined by Company and as required under Company’s various government contracts.
Upon referring a student to the Company, the Affiliate shall have no further obligation or responsibility to the student, except as defined in this Section.
Limitation of Authority: The Affiliate shall have the authority only to act as an independent Affiliate to the Company.
The Affiliate shall have no authority to enter into any agreement or to make any representation, commitment or warranty
binding upon the Company or to obtain or incur any right, obligation or liability on behalf of the Company.
The Affiliate may neither distribute completion certificates nor administer the Company’s official seal thereto.
Independent Affiliate: It is the express intent of both the parties that neither a partnership nor a joint venture is
created between the parties under this Agreement; rather, it is the express intent of both parties that this Agreement
represents an independent Affiliate relationship under which the Company is retaining the services of the Affiliate and its employees.
Confidential Information: As used herein, the term “Confidential Information” means any information or material
which is proprietary to either party. Both parties will take all necessary and appropriate steps to ensure that the
secrecy of the Confidential Information in its possession will be maintained.
Logos and Marks: Company represents and warrants that it has the full and exclusive right to grant or otherwise
permit Affiliates to use the Company’s marks. The Company hereby grants to the Affiliate a nonexclusive, non-sub licensable,
terminable license to use the Licensed Marks only in connection with the Affiliate’s promotion of the Company, and the Affiliate
accepts the license subject to the terms and conditions of this Agreement. The Affiliate acknowledges the ownership of the
licensed marks in the Company, and agrees that it will do nothing inconsistent with such ownership and that all use of the
Licensed Marks shall inure to the benefit of and be on behalf of the Company.
Indemnity: Both Parties agree to indemnify and hold harmless the other party from and against any actual or threatened
claims lawsuits, actions or liabilities (including the fees and expenses of counsel and other litigation costs) arising as
a result of or in connection with this Agreement and the Services provided hereunder, except that neither party shall be
obligated to so indemnify the other party if, and to the extent that, such claims, lawsuits, actions or liabilities against
the other party directly result from the other party’s own gross negligence or willful misconduct, as held in any final,
non-appealable judicial or administrative decision.
Assignments; Binding Effect: Neither party shall assign this Agreement in whole or in part without the prior written
consent of the other party. Subject to the foregoing, all the terms and conditions contained herein shall inure to the
benefit of and shall binding upon the parties hereto, their heirs, personal representatives, successors and assigns.
Applicable Law; Severability: This document shall, in all respects, be governed by the laws of the State of California.
In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision,
the remainder of this Agreement shall remain valid and enforceable according to its terms. The parties intend that the provisions
of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any
provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable.
Dispute Resolution: In the event of any dispute concerning or arising out of this Agreement, such dispute shall be submitted
by the parties to arbitration. Arbitration proceedings may be commenced by either party giving the other party written notice
thereof and proceeding thereafter. Any such arbitration shall be governed by and subject to the applicable laws of the State
of California. The arbitrator’s award in any such arbitration shall be a final and non-appealable judgment.
Attorney’s Fees and Costs: The prevailing party in any proceeding brought to enforce or interpret any provision of this
Agreement shall be entitled to recover reasonable attorneys’ fees and costs incurred in connection with such proceeding,
including but not limited to the reasonable costs of experts, accountants and consultants and all other reasonable costs
and services related to the proceeding from the non-prevailing party or parties.
Entire Agreement; Modification: The parties hereto agree that this Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. It shall not
be modified except by a written agreement dated subsequent hereto signed on behalf of Company and Affiliate by their duly authorized representatives.
Separate Counterparts: This document may be executed in one or more separate counterparts, each of which, when so executed,
shall be deemed to be an original. Such counterparts shall, together, constitute and be one and the same.
Binding Agreement: This Agreement is a legal and valid obligation binding upon it and enforceable with its terms.
The execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument,
understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court,
governmental body or administrative or other agency having jurisdiction over it.