Career Key Affiliate Agreement
PLEASE READ THE ENTIRE AFFILIATE AGREEMENT (THE "AGREEMENT"). THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CAREER KEY, INC. ("CAREER KEY"). BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate (an "Affiliate") in Career Key's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the www.careerkey.org web site (the "Site"). Career Key's Affiliate Program is a product for individuals and companies who sign up and agree to help market Career Key's products in exchange for earning a commission. Affiliates may share information about Career Key with their audiences/customers using social media, web/blog posts, newsletters, emails, and other forms of interaction. The web site of the Affiliate uses a link or coupon or both (generated via Refersion, Career Key's selected affiliate platform) to direct the Affiliate's audience to the Site. Upon visiting the Site, referred users are identified with a cookie. A qualifying purchase made by a user within 30 days of first visiting the Site results in a commission earned by the Affiliate. Please note that throughout this Agreement, "we," "us," and "our" refer to Career Key, and "you," and "your" refer to the Affiliate.
2. Affiliate Obligations
Please note that we may cancel your application or your status as an affiliate at any time and for any reason, including without limitation, if we determine that your site:
(i) promotes sexually explicit materials;
(ii) promotes violence;
(iii) promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
(iv) promotes illegal activities;
(v) incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
(vi) includes "Career Key" or variations or misspellings thereof in its domain name; or
(vii) is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion; or
(viii) contains software downloads that potentially enable diversions of commission from other affiliates in our program.
You may not create or design your web site or any other web site that you operate, explicitly or implied in a manner which resembles our Site nor design your web site in a manner which leads customers to believe you are Career Key or any other business affiliated with Career Key.
3. Career Key Rights and Obligations
In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with. Career Key reserves the right, at any time, to review your placement and approve the use of any links from your site to our Site. The maintenance and the updating of your web site will be your responsibility. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your web site. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to the Site are appropriate. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Career Key Affiliate Program. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement at any time and for any reason, with or without cause, by giving the other party written notice. Written notice can be in the form of mail (Career Key, Inc., 6523 California Ave. SW #116, Seattle, WA 98136) or email to firstname.lastname@example.org. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you. In all events, Sections 8, 10, 11, 12, 13, 14 and 15 will survive termination of this Agreement.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Career Key's Affiliate Program rules. If any modification is unacceptable to you, your only option is to terminate this Agreement. Your continued participation in Career Key's Affiliate Program following the posting of the change notice or new Agreement on our Site will indicate your agreement to the changes.
When a user of your web site uses your affiliate identifier (unique referral URL or promotion code) to access the Site, a cookie is set in their browser that identifies you as the referring Affiliate. Also the user's IP address is tracked. If within a designated time frame (30 days unless otherwise changed by Career Key pursuant to the terms of this Agreement) the user decides to buy a qualifying Career Key product, Refersion will look for this cookie and/or try to match the user's IP address so as to identify you as the Affiliate to be awarded a commission.
Note that in order for a user's sales to be tracked to a certain Affiliate, the user must purchase the Career Key product using the same computer and browser that was used to initially click on the Affiliate link from the Affiliate's web site. Also, the user must not have cleared or reset its cookies.
Career Key pays commissions according to the schedule displayed on the application page: (https://careerkey.org/affiliate/apply). Commissions will show up in your account with Refersion. Commissions are paid each time your total unpaid commissions balance reaches $50.00 or monthly if your commissions balance exceeds $50.00 per month. Every time a qualifying sale is associated with your affiliate link or promotion code, you will earn a commission.
7. Access to Affiliate Account Interface
When you submit an Affiliate application, you are also signing up for a Refersion Affiliate account. With this account, you may view your account activity and account details (via the Refersion Affiliate Dashboard).
8. Promotion Restrictions
You are free to promote your own web sites, but naturally any promotion that mentions Career Key could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Career Key. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address, or that violates any applicable local, state or federal law. You may use mailings to customers to promote Career Key so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Career Key so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Career Key. Any pending balances owed to you will not be paid if your account is terminated due to unacceptable advertising or solicitation.
Affiliates that own or bid on keywords that are identical to or confusingly similar to Career Key or any of our product names will be considered trademark violators, and will be banned from Career Key's Affiliate Program. We will do everything possible to contact you prior to the ban. However, we reserve the right to expel any trademark violator from our Affiliate Program without prior notice, and on the first occurrence of any behavior that suggests trademark infringement.
CK will provide creative digital assets with the Career Key logo and marketing information that Affiliates are allowed to place on their web sites, in newsletters and emails or on printed marketing collateral.
9. Grant of Licenses
We grant to you a non-exclusive, non-transferable, revocable right to (i) access our Site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Career Key's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Career Key and the good will associated therewith will inure to the sole benefit of Career Key. Other than the license granted in this Agreement, Career Key retains all right, title, and interest in and to its respective intellectual property rights and no right, title, or interest in such rights is transferred to you.
WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE CAREER KEY AFFILIATE PROGRAM, THE SITE, OR THE PRODUCTS OR SERVICES PROVIDED THEREIN. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.
11. Representations and Warranties
You represent and warrant that: (i) this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; and (ii) you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement.
12. Limitations of Liability
IN NO EVENT WE WILL BE LIABLE TO YOU UNDER THIS AGREEMENT 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL CAREER KEY'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES THEN-OWED TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless Career Key, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein; (ii) any claim related to your web site, including, without limitation, content therein not attributable to us; or (iii) your breach of this Agreement.
14. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, U.S.A., without reference to conflicts of laws provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Any dispute or claim arising out of, or in connection with, the Agreement shall be finally settled by binding arbitration in Seattle, Washington, in accordance with the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of Washington, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. You agree that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys' fees. In the event that the above arbitration provision is held invalid or unenforceable, then any dispute with respect to this Agreement shall be brought and heard either in the Washington state courts located in Seattle, Washington, or the federal district court located in Seattle, Washington. In such event, you consent to the in personam jurisdiction and venue of such courts. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.
This Agreement sets forth the entire agreement between you and us pertaining to the Affiliate Program. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. Our failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Our delay or failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision. This Agreement does not, and shall not be deemed to, constitute a partnership or joint venture between you and us, and neither you nor we, nor your or our respective directors, officers, employees, or agents shall, by virtue of the performance of the obligations under this Agreement, be deemed to be an agent or employee of the other, and neither you nor we has the authority to bind the other under any contract, agreement, or otherwise. We shall not be liable for any failure to perform any of our obligations under this Agreement if the performance is prevented, hindered or delayed due to any cause beyond the reasonable control of Career Key including, without limitation, unavailability of any communication system, breach or virus in the processes, sabotage, fire, flood, explosion, acts of nature, civil commotion, riots, insurrection, war, acts of government, etc.