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CLARKE COURSES INC. AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT (Sections 1 to 15.7).
DATED: JUNE 28, 2021
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CLARKE COURSES INC. .
BY SUBMITTING YOUR REQUEST TO BE APPROVED AS A CLARKE COURSES INC. AFFILIATE, YOU AGREE TO AND ACCEPT THE TERMS AND CONDITIONS OF THIS ENTIRE “CLARKE COURSES INC. AFFILIATE AGREEMENT, DATED JUNE 28, 2021”. YOU CONFIRM AND THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS OUTLINED IN THIS ENTIRE AGREEMENT (Sections 1 to 15.7) AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION LISTED. THE TEXT OF THIS AFFILIATE AGREEMENT WILL ALSO BE PROVIDED TO YOU IN THE APPLICATION PROCESS AS A PDF FOR YOUR RECORDS.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Clarke Courses Inc.’s Affiliate Program. The purpose of this Agreement is to allow linking between your web site, email account, or any other social media account you own and the elkeclarke.com web site, hosted pages and checkout options or other options Clarke Courses Inc. uses to sell its products. Please note that throughout this Agreement, “we,” “us,” and “our” refer to ElkeClarke.com and Clarke Courses Inc., and “you,” “your,” and “yours” refer to the affiliate. “Program” refers to Clarke Courses Inc.’s Affiliate Program. “Site” and “web site” and “web sites” refers to your website domain(s) or any other social media accounts you own, which you use to promote Clarke Courses Inc.’s products.
2.1. You will be automatically accepted into the program. However, Clarke Courses Inc. has the right to terminate the acceptance if you do not complete the instructions which will be sent to you via an email. We reserve the right to re-evaluate your affiliate status at and have the right to terminate your affiliate status without justification. The list below describes some circumstances (but not limited to) under which we may cancel your affiliate status. This applies to your website, social media sites and your personal interaction (via email, physical or verbal communication) with a potential Clarke Creative Inc. customer
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials, which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes “Clarke Courses Inc.” or “Elke Clarke” or any Clarke Courses Inc. product name variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are ElkeClarke.com, Clarke Courses Inc. or any other affiliated business.
2.2. As a member of Clarke Courses Inc. Affiliate Program, you will be asked to sign up via this link “https://clarkecoursesin.samcart.com/affiliates/signup” to create your account. Once approved by us, you login at “https://clarkecoursesin.samcart.com/affiliates/login” to see your affiliate account activity for Clarke Courses Inc.. While logged in on your account you will find the links to each product you can promote. Each link already has your specific affiliate code attached. These links are to web pages within the ElkeClarke.com web site and or its external landing pages and checkout pages on which a customer can purchase the products which are part of the Clarke Courses Inc. Affiliate Program which you can participate in. In order for us to accurately keep track of all sales from your site to ours, it is solely your responsibility to ensure that these links are added by you correctly, wherever you choose to promote our products. Clarke Courses Inc. will not be held accountable for, or responsible for any circumstances which result in what you might consider “lost earnings”. If your affiliate code is NOT registered in Clarke Courses Inc. SamCart.com account at the time of the sale, then no referral sale was made by you. Clarke Courses Inc. will not under any circumstances pay out a perceived or expected commission by you without the association of the sale with your referral code in the Clarke Courses Inc. SamCart.com account. The registration of the affiliate code at the time of the SamCart.com account held by Clarke Courses Inc. sale is the final and only criteria for payout to you, the affiliate.
2.3. ElkeClarke.com reserves the right, at any time, to review your placement and approve the use of your links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property laws and other laws that pertain to your site and your business. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights.
3.1. 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 our web site are appropriate and to notify further you of any changes that we feel should be made. 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 Clarke Courses Inc. Affiliate Program.
3.2. Clarke Courses Inc. reserves the right to terminate this Agreement and your participation in the Clarke Courses Inc. Affiliate Program immediately and without notice to you should you commit fraud in your use of the Clarke Courses Inc. Affiliate Program, or should you abuse this program in any way. If such fraud or abuse is detected, Clarke Courses Inc. shall not be liable to you for any commissions for such fraudulent sales or pending referrals owed at the time such fraud or abuse is detected.
3.3. This Agreement will begin upon your submitting your name and email on the signup form to become an Affiliate and will continue unless terminated hereunder.
Either you or we may end this Agreement 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. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you without need of written notice at the time of termination.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Clarke Courses Inc.’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Clarke Courses Inc.’s Affiliate Program following the provision of the change notice or new Agreement in an email communication to you at your affiliate account user email address, will indicate your agreement to the changes.
6.1 Clarke Courses Inc. uses a third party to handle all of the tracking (SamCart.com) and payment (PayPal.com). Payments from referral sales will be released 30 days after the date of the product sale. On the 30th of the month (or as soon as possible thereafter) after the sales have been released (i.e. the 30 day criteria), Clarke Courses Inc. will pay out any referral payments via your PayPal account.
6.2 It is your responsibility to provide Clarke Courses Inc. with accurate payment information that is necessary to issue a referral payment to you. If Clarke Courses Inc. does not receive the necessary tax or payment information within 30 days of a qualified referral sale, which would otherwise trigger a referral payment, the applicable commissions shall not accrue, and no referral payment will be owed with respect to such qualified referral sale. You are responsible for informing Clarke Courses Inc. at affiliate@elkeclarke.com changes to your PayPal settings, postal and e-mail addresses, as well as any changes to your name, contact information, tax identification number, or other personal information that will impact Clarke Courses Inc. ability to issue a valid referral payment. Any address changes must be made in your affiliate profile on your SamCart.com affiliate login site at least 15 business days prior to the next payment date (15th or 30th of the month) in order to receive payment of your cleared referrals to the revised PayPal email address.
6.3 You are responsible for the payment of all taxes related to the commissions you receive under this Agreement. In addition, you are responsible for informing (in writing) Clarke Courses Inc. of any requirements you need to fulfill with regards to VAT or GST / HST tax submissions based on your country of origin AND you must make it simple and effortless for us to comply with your tax requirements AT THE TIME OF STARTING THE Clarke Courses Inc.’s Affiliate Program. Failure to do so, means that despite us knowing of your situation, we are not responsible for any payout until it has been negotiated and dealt with properly. We have the final say on whether adjustments will be made to your payout or we instruct you to take your tax owing from your current paid commissions. You are responsible for past tax owed by you from the payout you received from Clarke Courses Inc..
You will create a password so that you may enter SamCart.com secure affiliate account interface for Clarke Courses Inc. at “https://clarkecoursesin.samcart.com/affiliates/login”. From this site you will be able to receive your reports that will describe our calculation of the commissions due to you.
8.1. You are free to promote your own web sites, but naturally any promotion that mentions Clarke Courses Inc. and ElkeClarke.com could be perceived by the public or the press as a joint effort. Certain forms of advertising are always prohibited by Clarke Courses Inc. and ElkeClarke.com. 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 unsolicited commercial email (UCE), 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. You may use mailings to customers to promote ElkeClarke.com 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, and you comply with the GDPR Privacy Policy in effect for the European Union countries. Also, you may post to newsgroups to promote ElkeClarke.com 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 ElkeClarke.com and provide a link to the earnings disclaimer. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Clarke Courses Inc. Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as ElkeClarke.com, Elke Clarke, www.ElkeClarke, www.elkeclarke.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Clarke Courses Inc.’s Affiliate Program. We will do everything possible to contact the affiliate 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 such PPC bidding behavior.
8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Clarke Courses Inc. ‘s product).
8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited ElkeClarke.com’s site or sales page or checkout page (i.e., no page from our site or any ElkeClarke.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, Yahoo, Ask.com and similar search or directory engines); (c) set commission tracking cookies through loading of ElkeClarke.com site in IFrames, hidden links and automatic pop ups that open ElkeClarke.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
8.5 Affiliate will not make any income projections in association with Clarke Courses Inc. products. You can state your own income results from Clarke Courses Inc.’s products if you have proof to back your claims. If you make income statements and projections in association with your referral link to Clarke Courses Inc.’s products, then you must include a link to ElkeClarke.com’s Terms and Conditions for the purchase of products or services from Clarke Courses Inc. (https://elkeclarke.com/sdts-terms/). Affiliates must always include their own income disclaimer statement of affiliate earnings statement on their sites or if appropriate include the link to the disclaimer on ElkeClarke.com (https://elkeclarke.com/ftc-disclosure-earnings-disclaimer/).
8.6 Affiliates may not use any image (other than the logo) or text in their promotional material from any product of Clarke Courses Inc. such as a course, membership, masterminds, coaching etc. The only information regarding a product which the affiliate can use is found on https://elkeclarke.com/startandscale or otherwise provided by CCI in “The CCI Affiliate Program Promotion Instructions and Guide. The affiliate agrees to continually update their promotional material to be consistent with any updates on these above-mentioned url and document.
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access 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 Clarke Courses Inc.’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of ElkeClarke.com and the good will associated therewith will inure to the sole benefit of ElkeClarke.com.
9.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
ELKECLARKE.COM AND CLARKE COURSES INC. MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ELKECLARKE.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF ELKECLARKE.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND 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.
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. 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, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF 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 ELKECLARKE.COM’S AND CLARKE COURSES INC.’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 PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless Clarke Courses Inc. and ElkeClarke.com, 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 claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement, will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Clarke Courses Inc. and ElkeClarke.com. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or any other of your sites or otherwise verbally or other forms of communication, such as email or otherwise, that would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement 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 parties is effectuated, and the remainder of this agreement shall have full force and effect.
Clarke Courses Inc.
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