Last Updated: Aug 1, 2022
Thank you for your interest in becoming an affiliate partner of KnowFully Learning Group, its affiliates and subsidiaries (collectively, “KnowFully Learning,” “we,” “us,” or “our”). These Affiliate Program Terms and Conditions (the “Agreement”) are a binding agreement between KnowFully Learning and the company you have designated in your application to become an affiliate partner (“Affiliate Partner”). This Agreement governs Affiliate Partner’s participation in our affiliate program (“Affiliate Program”).
If you are entering into this Agreement on behalf of a legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “you” or “your” refers to such entity. KnowFully Learning and Affiliate Partner are each referred to herein as a “Party,” and together are referred to herein as the “Parties.”
BY SUBMITTING THE APPLICATION TO BECOME AN AFFILIATE PARTNER, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIED TO BIND THE AFFILIATE PARTNER TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
The Parties hereby agree as follows:
1. ACCEPTANCE IN OUR AFFILIATE PROGRAM.
In order to participate in our Affiliate Program, you will have to submit an application that is available at https://iamed.com/affiliates. Upon receipt of your application, we will review your application. We reserve the right at our sole discretion to accept or reject your application. We may ask you to provide certain additional information in order to determine your eligibility to participate in our Affiliate Program. Within fifteen (15) days of receipt of your application, we will notify you whether you of our decision.
KnowFully Learning hereby engages Affiliate Partner to market and promote various products and services (“Products and Services”) offered by KnowFully Learning to prospective Qualified Leads (as defined below) located in the United States (the “Territory”). Nothing in this Agreement will be construed to limit KnowFully Learning’ right to engage other lead generators or to pursue such opportunities itself.
3. DUTIES OF AFFILIATE PARTNER.
3.1 Marketing Efforts. Affiliate Partner will use commercially reasonable efforts to market and promote the Products and Services to Qualified Leads within the Territory using the marketing materials provided by KnowFully Learning or marketing materials created by Affiliate Partner pursuant to the terms of this Agreement (collectively, the “Marketing Materials”). If KnowFully Learning objects to Affiliate Partner’s use or distribution of any Marketing Materials, including the sites on which the Marketing Materials appear, Affiliate Partner shall promptly, and in any case within two (2) business days, address such objection to the reasonable satisfaction of KnowFully Learning. If KnowFully Learning provides any affiliate links (“Links”) to Affiliate Partner in order to track referrals, Affiliate Partner shall use such Links exactly as provided by KnowFully Learning.
3.2 Marketing Restrictions.
3.2.1. Affiliate Partner shall not distribute any Marketing Materials on sites, apps, platforms, or locations that contain: (i) material that infringes, misappropriates, or violates a third party’s intellectual property, privacy, publicity, or other rights; (ii) hate‐related or abusive material and/or material advocating discrimination against individuals or groups; (iii) material promoting or related to violence of any kind; (iv) obscene or sexually explicit material or anything that exploits minors; (v) material that violates, encourages, or incites violation of any applicable laws, including any criminal laws; or (vi) material that violates applicable law.
3.2.2. Affiliate Partner shall publish or otherwise distribute Marketing Materials hereunder in strict compliance with all applicable laws and regulations. Affiliate Partner is solely responsible for ensuring Affiliate Partner’s compliance with all laws and regulations. KnowFully Learning retains the sole and exclusive discretion to determine whether Affiliate Partner’s marketing and conduct is in compliance with all laws. Affiliate Partner must plainly disclose in any marketing of KnowFully Learning Products and Services a disclosure that Affiliate Partner is a marketer of KnowFully Learning substantially as follows: “We are a participant in the KnowFully Learning Affiliate Program, a marketing program designed to provide a means for us to earn commissions by referring customers to KnowFully Learning.” Any Links or Marketing Materials must clearly identify KnowFully Learning as the destination website and may not misrepresent or alter KnowFully Learning’s offers in any way. Affiliate Partner must notify KnowFully Learning of any complaint received by Affiliate Partner regarding any marketing conducted hereunder within twenty-four (24) hours of receiving such complaint.
3.3. Qualified Leads. For the purposes of this Agreement, a “Qualified Lead” means: (i) a business or an individual that, as reasonably determined by KnowFully Learning: (a) is not already a customer of KnowFully Learning, or affiliated with any customer of KnowFully Learning; and (b) has not had any marketing contact from KnowFully Learning (or any of its other lead generators or business partners) or been referred to KnowFully Learning at any time during the twelve (12) months preceding the date Affiliate Partner notifies KnowFully Learning of the referral.
3.4. Cooperation and Assistance. For each Qualified Lead, Affiliate Partner will provide KnowFully Learning with such commercially reasonable cooperation and assistance as may be requested by KnowFully Learning in connection with the pursuit of selling the Products and Services to such Qualified Lead, including, but not limited to: (i) cooperation and assistance in the preparation of proposals, and (ii) attendance at virtual meetings or phone calls with the Qualified Lead.
3.5. No Authority to Bind KnowFully Learning. Affiliate Partner will not, orally or in writing, accept or approve any obligation on behalf of KnowFully Learning, nor will it represent itself to be the employee, agent, or exclusive representative of KnowFully Learning, or as having the authority to bind KnowFully Learning in any manner. Any order obtained by Affiliate Partner will be binding upon KnowFully Learning only if and when accepted by KnowFully Learning in writing, including by e-mail, in KnowFully Learning’ sole and absolute discretion.
3.6. Costs. Affiliate Partner will be solely responsible for its costs incurred in connection with this Agreement.
3.7. Restriction on Certain Activities. During the Term (as defined below), Affiliate Partner will not (directly or indirectly through any associated company) promote, sell, license, or offer to sell or license (or assist any third party to promote, sell, license, or offer to sell or license) any third-party products or services in the Territory that are competitive with KnowFully Learning’ offerings. If any court determines that the duration, activities restricted, or geographic scope, or any combination thereof, of the foregoing provision are unreasonable and that such provision is to that extent unenforceable, Affiliate Partner agrees that the provision shall remain in full force and effect for the greatest time period, with respect to the broadest type of activities described, and in the greatest geographic area that would not render it unenforceable.
As the sole compensation due to Affiliate Partner, KnowFully Learning will pay Affiliate Partner the following commissions (the “Commissions”): ________________________. Such Commissions shall be payable within thirty (30) days of the end of the calendar month in which the Commissions are earned.
5. TERM AND TERMINATION.
5.1. Term. The term of this Agreement commences on the Effective Date and ends when terminated in accordance with Section 5.2 (the “Term”).
5.2. Termination. This Agreement may be terminated as follows:
5.2.1. Either party may terminate this Agreement for convenience at any time upon thirty (30) days’ prior, written notice to the other party.
5.2.2. If either party commits a material breach of this Agreement, the other party may terminate this Agreement upon fifteen (15) days prior, written notice to the breaching party; provided, however, that this Agreement will not terminate if such breach is cured by the end of such fifteen (15) day period.
5.3. Effect of Expiration or Termination. In the event of any termination of this Agreement: (i) Affiliate Partner will cease all marketing activities hereunder; (ii) Affiliate Partner will (as requested by KnowFully Learning) promptly destroy or return to KnowFully Learning all copies of any proposals, specifications, pricing information, or other Confidential Information (as defined below); and (iii) unless this Agreement is terminated by KnowFully Learning pursuant to Section 5.2.2, KnowFully Learning will pay Affiliate Partner any Commissions then due and owing as set forth in Section 4 above. Except as provided in the preceding sentence, upon any termination of this Agreement, KnowFully Learning will not be required to pay Affiliate Partner any amounts whatsoever, and Affiliate Partner hereby waives any and all indemnities, termination damages, or special damages of any other kind.
5.4. Survival. The following provisions will survive any termination or expiration of this Agreement: Section 5.3 (“Effect of Expiration or Termination”), this Section 5.4 (“Survival”), Section 6.1 (“Intellectual Property”), Section 8 (“Indemnity”), Section 9 (“Limitation of Liability”), Section 10 (“Confidential Information”), and Section 11 (“General Provisions”).
6. INTELLECTUAL PROPERTY; LICENSE TO USE KNOWFULLY LEARNING TRADEMARKS.
6.1. Intellectual Property. KnowFully Learning shall retain all right, title and interest in and to the Products and Services and Trademarks (as defined below).
6.2. License to Use KnowFully Learning Trademarks. KnowFully Learning hereby grants to Affiliate Partner a paid-up, royalty-free, limited, non-exclusive, non-transferable, right and license (without the right to sublicense) to use KnowFully Learning’ trademarks, service marks, and/or logos (collectively, the “Trademarks”) throughout the Territory during the Term solely for Affiliate Partner to perform its obligations hereunder. Affiliate Partner acknowledges that it may not display KnowFully Learning’ Trademarks in any way except as provided herein or with the prior written permission of KnowFully Learning. Affiliate Partner acknowledges that KnowFully Learning owns all right, title, and interest in and to its Trademarks and the goodwill of the business related thereto and that all uses of the Trademarks by Affiliate Partner shall inure solely to the benefit of KnowFully Learning. Affiliate Partner shall not during the Term of this Agreement or thereafter: (i) apply anywhere in the world for registration in its own name or assist another in seeking registration in its name of the Trademarks or any mark or domain name consisting thereof or confusingly similar thereto or dilutive thereof; (ii) use the Trademarks in any manner or commit any other act likely to jeopardize the rights of KnowFully Learning; (iii) challenge KnowFully Learning’ exclusive ownership to or the validity of the Trademarks, any application therefor, or any registration thereof; or (iv) use, authorize, or knowingly permit the use of the Trademarks in any manner that would tend to devalue, injure, or dilute the goodwill or reputation of KnowFully Learning or the Trademarks.
7. REPRESENTATIONS AND WARRANTIES.
Affiliate Partner represents and warrants that: (i) it shall perform its obligations hereunder in a professional, workmanlike, and timely manner in accordance with all applicable laws, rules, and regulations; (ii) any Marketing Materials it creates shall not violate, misappropriate, or infringe the intellectual property, privacy, publicity, or other rights of any third party; and (iii) it shall not make any representations or warranties about KnowFully Learning, KnowFully Learning’ Products and Services beyond those set forth in the Marketing Materials provided to Affiliate Partner by KnowFully Learning.
Affiliate Partner will indemnify, defend, and hold harmless KnowFully Learning and its affiliates, officers, directors, employees, and agents from any and all claims, demands, damages, actions, liabilities, costs, and expenses (including reasonable attorneys’ fees) in connection with Affiliate Partner’s gross negligence, willful misconduct, breach of this Agreement, or violation of applicable law and/or regulation.
9. LIMITATION OF LIABILITY.
EXCEPT WITH RESPECT TO AFFILIATE PARTNER’S INDEMNIFICATION OBLIGATIONS HEREUNDER, AFFILIATE PARTNERS’S LIABILITY FOR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, OR AFFILIATE PARTNER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT: (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE TOTAL COMMISSIONS PAID BY KNOWFULLY LEARNING TO AFFILIATE PARTNER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.
10. CONFIDENTIAL INFORMATION.
10.1. Confidential Information. Affiliate Partner acknowledges that KnowFully Learning’ financial and business information (including, but not limited to, customer lists, supplier information, pricing, product specifications, and documentation) constitute proprietary and confidential information of KnowFully Learning or its suppliers (“Confidential Information”) and that the protection of the Confidential Information is of the highest importance. Affiliate Partner will keep the Confidential Information in strict confidence, will not disclose the Confidential Information except as allowed by this Agreement, will take appropriate steps to ensure that persons authorized to have access to the Confidential Information refrain from any unauthorized reproduction or disclosure of the Confidential Information, and will restrict access to and disclosure of the Confidential Information to Affiliate Partner personnel who have a need to know and who have agreed to treat the Confidential Information in accordance with this Section 10. If Affiliate Partner becomes aware of any unauthorized disclosure or use of the Confidential Information, Affiliate Partner will immediately notify KnowFully Learning and will, upon KnowFully Learning’s request, take whatever action is appropriate.
10.2. Legends. Affiliate Partner acknowledges that the Confidential Information, including any copies made by Affiliate Partner or Qualified Leads, is and will remain the sole property of KnowFully Learning or its licensors. Affiliate Partner will not remove any notice of copyright, trade name, trademark, or any other proprietary notice from the Confidential Information.
10.3. Feedback. During the Term, Affiliate Partner may elect to provide us with feedback, comments, and suggestions with respect to our Products and Services (“Feedback”). Affiliate Partner agrees that KnowFully Learning will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution Affiliate Partner or any individual or entity.
10.4. Privacy/Data Collection. Affiliate Partner will at all times during the Term of this Agreement maintain appropriate technical and organizational measures to protect any potential customer data that it collects, accesses or processes in connection with this Agreement against unauthorized or unlawful use, disclosure, processing or alteration.
11. GENERAL PROVISIONS.
11.1. Relationship of the Parties. This Agreement does not create any relationship of agency, partnership, or employment between the parties. Affiliate Partner is and will at all times remain an independent contractor. In no event will either party be deemed to act as the agent or legal representative of the other party, either express or implied, nor will either party have the express or implied right or power to act for or enter into any agreement on behalf of the other party or to otherwise bind the other party. Under no circumstance will either KnowFully Learning or Affiliate Partner represent or hold itself out as an agent of the other party.
11.2. Disclaimer. KNOWFULLY LEARNING EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, KNOWFULLY LEARNING MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE AMOUNT OF COMMISSIONS THAT MAY BE GENERATED BY AFFILIATE PARTNER HEREUNDER.
11.3. Books and Records. Affiliate Partner shall maintain complete and accurate books and records relating to the performance of its obligations under this Agreement until the later of (i) two (2) years following the expiration or termination of this Agreement or (ii) upon the resolution of any dispute arising under this Agreement. Affiliate shall make such books and records available to KnowFully Learning and its representatives upon reasonable notice during regular business hours.
11.4. Audit. KnowFully Learning may, upon reasonable notice and at its sole expense, conduct an audit solely for the purpose of verifying Affiliate Partner’s compliance with the terms of this Agreement. Such audit shall take place on dates and at times mutually agreed by the Parties during regular business hours, provided that such date is no later than ten (10) business days from the request for such audit.
11.5. Governing Law and Forum. This Agreement, and any and all disputes directly or indirectly arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of the State of Pennsylvania, without reference to the choice of law rules thereof. Each of the parties hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in State of Pennsylvania, for any such disputes, and hereby irrevocably waives any objections to the laying of venue in such courts.
11.6. Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay or both is caused, directly or indirectly, without fault by such Party, by any reason beyond its reasonable control, including but not limited to, fire, flood, earthquake, elements of nature or acts of God, acts of state, strikes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, quarantines, embargoes, and other similar governmental action (each a “Force Majeure Event”). Any Party so delayed in its performance will immediately notify the other by telephone or by the most timely means otherwise available (to be confirmed in writing within two (2) business days of the inception of such delay) and describe in reasonable detail the circumstances causing such delay. In such event, the performance times shall be extended for a period of time equivalent to the time lost because of the excusable delay; provided, however, if the delay or failure continues for more than sixty (60) consecutive days, the Party not relying on the excusable delay may terminate this Agreement upon notice to the other Party. In order to avail itself of the relief provided in this Section, a Party must act with due diligence to remedy the cause of, or to mitigate or overcome, such delay or failure.
11.7. No Waiver. The failure of either party to act upon any right, remedy, or breach of this Agreement will not constitute a waiver of that or any other right, remedy, or breach. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
11.8. Notices. All notices to a party under this Agreement (other than routine operational communications) will be delivered by hand or sent by express mail courier to such party’s address stated in the Portal. Each party agrees to keep the other party informed of any changes to addresses.
11.9. Amendments. KnowFully Learning reserves the right to modify the terms and conditions of this Agreement in its sole discretion at any time, and such changes will be effective immediately upon notice to Affiliate Partner or being posted on the KnowFully Learning website. If any modification is unacceptable to Affiliate Partner, Affiliate Partner’s sole recourse is to terminate this Agreement. Affiliate Partner’s continued participation after modification to the terms and conditions of this Agreement constitutes Affiliate Partner’s binding acceptance to the change.
11.10. Assignment. Affiliate Partner will not assign, delegate, or otherwise transfer any of its rights or duties under this Agreement without the prior, written consent of KnowFully Learning, which consent may be given or withheld in KnowFully Learning’ sole and absolute discretion. Any assignment, delegation, or other transfer not in accordance with this Section will be null and void. This Agreement is binding upon and will inure to the benefit of each party and their respective permitted successors or assigns.
11.11. Unenforceable Provisions. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, the other provisions will remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the parties’ intent.
11.12. Counterparts. This Agreement may be executed in counterparts (which may be exchanged by facsimile or PDF), each of which will be deemed an original, but all of which together will constitute the same Agreement.
AFFILIATE PARTNER ACKNOWLEDGES THAT AFFILIATE PARTNER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
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