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Affiliate Terms

NEW REACH EDUCATION AFFILIATE PROGRAM TERMS AND CONDITIONS

Last updated: April 18, 2023

These New Reach Education Affiliate Program Terms and Conditions (the “Agreement”) are entered into by and between you as the registrant (the “Affiliate”, “you”, or “your”) and the Company (as defined below). The Company and the Affiliate are herein referred to individually as a “party” and collectively as the “parties.”

THIS AGREEMENT, IF ACCEPTED BY THE COMPANY, WILL BECOME A LEGALLY BINDING AGREEMENT THAT WILL GOVERN AFFILIATE’S PARTICIPATION IN THE NEW REACH EDUCATION AFFILIATE PROGRAM (THE “PROGRAM”). BY CHECKING THE “I AGREE TO THE NEW REACH EDUCATION AFFILIATE AGREEMENT” BOX, OR OTHERWISE ELECTRONICALLY INDICATING YOUR CONSENT, AFFILIATE AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. THE COMPANY MAY REVISE AND UPDATE THIS AGREEMENT FROM TIME TO TIME IN ITS SOLE DISCRETION. ALL CHANGES ARE EFFECTIVE IMMEDIATELY WHEN POSTED AND APPLY TO ALL ACCESS TO AND PARTICIPATION IN THE PROGRAM.

1. Contracting Party.

1.1 BY ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR PARTICIPATE IN THE PROGRAM.

1.2 Each Company product and service referral opportunity made available to Affiliate via the Program platform (each an “Offer”) is subject to the terms and conditions of this Agreement whether or not referenced in the Offer description. All references to “we”, “us”, “our”, “this website” or “this site” shall be construed to mean the Company. Each Offer, together with this Agreement, is each its own and separate agreement and deemed to be a two-party agreement between the Affiliate and the applicable contracting entity party responsible for such products set forth below for the products associated with the applicable Offer (in each case as applicable, the “Company”):

AstroFlipping: Contracting Party NRE 1, LLC, Subto: Contracting Party NRE 2, LLC, Credit Stacking: Contracting Party New Reach 1, LLC, Royalty Hero: Contracting Party New Reach 5, LLC

1.3 If there is any ambiguity or conflict between the terms and conditions of this Agreement and those of any Offer, the terms and conditions of this Agreement shall govern. To the extent an Offer indicates it is a Special Offer (each a “Special Offer”), the terms and conditions of the Special Offer shall control. Such modification shall be applicable exclusively to that Special Offer unless this Agreement is amended accordingly.

2. Affiliate Program and Restrictions.

2.1 Effective upon our acceptance of this Agreement, the Company hereby authorizes you to be a non-exclusive participant in the Program for purposes of promoting and marketing the Company.

2.2 You agree to promote the applicable products and conduct business in a manner that always reflects favorably on the products and the good name, goodwill, and reputation of the Company and in accordance with any instruction or guidelines, as may be amended from time to time. If granted a license to certain Company trademark(s) in the applicable Offer, you will always comply with the trademark use and marketing policies and any other instruction or guidelines provided to you from time to time, each as may be updated from time to time in Company’s sole discretion. Such use of the trademarks shall be limited to the promotion of the products in the United States utilizing the authorized marketing channels. You shall not make any claim or take any action adverse to Company’s ownership of the trademarks or any intellectual property rights therein. You do not obtain any ownership rights in any intellectual property, including, without limitation, any intellectual property with respect to the tracking URL(s), links, link formats, technical specifications, guidelines, or graphical artwork, or with respect to this site’s domain name.

2.3 You may use search engine optimization and online advertising in your marketing efforts; provided, however, you are not authorized to purchase or register any keywords, search terms or other identifiers that include any principal words in our tradename, domain name, or any of our trademarks or logos, or any variation thereof (“Proprietary Terms”) for use in any search engine, portal, pay-per-click advertising service, or other search, advertising, or referral service. From time to time, we may request that you cause any applicable web search provider to exclude Proprietary Terms from keywords used to display your advertising content in association with search results, assuming the provider of such web search engine offers such exclusion capabilities, and you agree to promptly comply with such requests.

2.4 We will be solely responsible for all aspects of processing and fulfillment for orders for Company products or services placed by Referrals. The prices, terms, and conditions under which Company offers or sells any products or services shall be determined by Company in its sole discretion. Company shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale. Nothing in this Agreement shall obligate Company to actually offer or sell any products or services or consummate any transaction with any end customer. Company may terminate any negotiations or discussions at any time and has the right not to proceed with any sale without any liability or obligation to pay compensation as set forth in Section 3 or otherwise.

2.5 You agree that we may notify you from time to time regarding the Program with emails sent to your then-current email address listed for your affiliate account. We reserve the right in such emails to modify existing policies and/or to add new policies regarding the Program, and you agree to follow any such policies.

2.6 Notwithstanding the use of the term “affiliate”, our relationship shall be and shall at all times remain, that of independent contractors, and not that of employer and employee, franchisor and franchisee, joint venturers, or partners and Affiliate does not have any agency to bind the Company to any obligation. You are not authorized to accept orders or to enter into contracts or to create any obligation in the Company’s name, or to transact any business on behalf of the Company. Without limiting the above, you will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Company to its employees, and Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions on your behalf. No payment of any fee or equivalent charge is required as a condition to enter into this Agreement. You are solely responsible for all costs or expenses that you may incur in the performance of its activities under this Agreement.

2.7 Any persons employed or engaged by Affiliate in connection with the performance of Affiliate’s obligations hereunder shall be Affiliate employees or permitted contractors and Affiliate shall be fully responsible for them and indemnify Company against any claims made by or on behalf of any such employees or permitted contractors.

2.8 You represent and warrant that you: (i) have obtained any necessary licenses, permits and approvals required for your performance under this Agreement; (ii) shall not make any agreements or representations on Company’s behalf without Company’s prior written consent or otherwise make any statements regarding representations, warranties, guarantees, indemnities or similar claims or commitments regarding the Company’s products and services that differ from their documentation; and (iii) shall not engage in any unfair, competitive, misleading, or deceptive practices respecting the Company, its trademarks or products and services, including any product and/or service disparagement or “bait-and-switch” practices.

3. Commissions; Payment Terms.

3.1 You will receive the referral fee for each Referral in accordance with terms for the applicable Offer. The term “Referrals” means users who access the products or services through the means identified in the Offer, such as a tracking URL(s) that we provide to you, or that are otherwise reasonably evidenced to be referred by Affiliate, as reasonably determined by the Company.

3.2 Except as otherwise set forth in the applicable Offer, Company shall make a consolidated payment of any fees earned for Referrals under the applicable Offer monthly. Fees are payable based on sales to your Referrals that we can track and credit to you. In the Offer of a dispute between competing affiliates for credit for a sale, our determination will be final. We reserve the right to change our prices for products at our discretion at any time. If an Offer fee is based on the purchase price or revenue from the sale of the transaction, such fee will be based on the net sales price actually received (exclusive of sales tax, shipping, handling, and related transportation costs) and after applying any discounts, credits, rebates, and adjustments. If any sale is refunded, the payment will be deducted from the subsequent payment of fees for future Offers. WE MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY POTENTIAL INCOME YOU MAY MAKE.

3.3 You are eligible to earn commissions only on Referrals from Offers that occur during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

3.4 You are responsible for the payment of any and all federal, state or local taxes associated with performance of your activities under this Agreement (excluding taxes based on Company’s income, assets or net worth). Affiliate shall be responsible for, and shall indemnify Company against, all such taxes, including penalties and interest levied or assessed against it.

4. Monitoring Rights.

4.1 You agree that we may monitor your (i) advertisements for our products and services regardless of the media, platform, or format, and (ii) marketing methods, procedures, and communications by any means now known or hereafter developed for purposes of determining your compliance with this Agreement, including without limitation, monitoring your website(s), emails, and social media posts both directly by us and indirectly via third parties.

4.2 We will notify you via email regarding any requirement for assistance with monitoring your advertisements and promotions, and you agree to implement any and all such requirements.

4.3 You also agree that we have the right to require you to modify or cease any of your advertisements, marketing methods, procedures, and communications. Your only recourse will be to terminate this Agreement and your participation in the Program.


 

5. Unacceptable Marketing Practices and Compliance with Laws.

5.1 You may engage in general email promotions; provided, however, that as a condition of your participation in the Program, you agree to comply strictly with all applicable laws (federal, state, and otherwise in all applicable jurisdictions) that govern marketing emails or consumer data privacy, including without limitation, the U.S. CAN-SPAM Act of 2003, the Telephone Consumer Protection Act and all other applicable anti-spam laws, the California Consumer Privacy Act, as amended, and all other applicable data privacy laws. Violation of any of these laws will lead to immediate termination of this Agreement.

 

5.2 You agree to comply strictly with all applicable laws and regulations, including without limitation, Federal Trade Commission (“FTC”) regulations and applicable state regulations. The FTC classifies you as an “endorser” for our products or services that you market as our affiliate. Accordingly, you are required to disclose your “material connections” with us in your capacity as our affiliate. This means, among other things, that you should disclose the fact that you are compensated for promoting our products and services. Further, the FTC and various state laws prohibit advertising that is false or misleading. Accordingly, among other things, you are required to substantiate your advertising claims prior to dissemination and to state these claims in clear language that is both true and also not misleading.

5.3 You agree to add the following notice to the bottom of your website pages and at the bottom of all commercial emails for purposes of disclosing your “material connection” with us:

Affiliate Compensation Disclosure: From time to time, we promote, endorse, or suggest products or services of others. In most cases, we will be compensated, either as an affiliate with a commission based on sales, or with a free product to review or use. Our recommendations are always based on (i) our personal belief in the high quality and value of the product or service, and (ii) our review of the product or service, or a prior relationship or positive experience with the sponsoring person or organization.

5.4 For your promotional posts on social media, disclose your “material relationship” by adding the following as a
prominent disclosure: #ad.

5.5 You agree to not use any of the following marketing methods: malware, adware, spyware, phishing, harming, and similar deceptive techniques. Additionally, you agree not to: (i) send spam or use safe lists or solo ads of any kind, (ii) offer cash rebates, cash backs, gift cards or physical product incentives etc. to people who buy through your Referral, (iii) use negative words such as “scam” in any promotional campaign, (iv) misrepresent our product or offer, or (v) create accounts or social media using any Company name or hold yourselves our to be the Company. Doing any of the foregoing may result in you being terminated from the Program and forfeiting any outstanding commissions.

5.6 You agree to defend and indemnify us from and against any penalty, expense or claim by a third party in connection with your failure to comply with this Section 5.


6. Warranty Disclaimer and Limitation of Liability.

6.1 ALTHOUGH THE COMPANY RESERVES THE RIGHT TO MAKE A LIMITED WARRANTY TO THE END-USER, THE COMPANY MAKES NO WARRANTY TO YOU. NEITHER THE COMPANY NOR ANY OF ITS SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED TO YOU AND SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO MARKETING OF THE COMPANY SERVICES OR PRODUCT(S) IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

6.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO Offer SHALL WE BE LIABLE TO YOUR OR ANY THIRD PARTY \ UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION OR THEORY OF RELIEF, INCLUDING WITHOUT LIMITATION, CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, SPECIAL OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE.

6.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO Offer SHALL OUR AGGREGATE LIABILITY, IF ANY, INCLUDING LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT DAMAGES, EXCEED THE TOTAL AMOUNT OF REFERRAL FEES PAID OR PAYABLE BY THE COMPANY FOR THE MONTHLY PAYMENT PERIOD IMMEDIATELY PRECEDING
THE Offer GIVING RISE TO SUCH LIABILITY.

7. Confidential Information and Proprietary Rights.

7.1 All non-public, confidential, or proprietary information of Company, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed by Company to you, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement, as well as the terms and conditions and the existence of this Agreement, is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Company in writing. Upon Company’s request or termination or expiration of this Agreement, you shall promptly return all documents and other materials received from Company. Company shall be entitled to injunctive relief for any violation of this Section. This section shall not apply to  information that is: (a) in the public domain; (b) known to you at the time of disclosure; or (c) rightfully obtained by you on a
non-confidential basis from a third party.

7.2. You agree to hold any personal information, which is “Confidential Information”, that we may disclose regarding a referred transaction in strictest confidence and to use such information only for purposes of monitoring that specific transaction. You agree that you may not use any personally identifiable information provided to you for any reason except as provided herein.

7.3. The Confidential Information, the Company’s product and services, and any other material provided on this site or via our online services, and all rights, title, and interest thereto are owned and shall be retained exclusively by the Company and its licensors and is protected by law, including, but not limited to, United States copyright law. Nothing in this Agreement shall be construed as a transfer or assignment of any of these intellectual property rights and except for the limited rights granted herein, all other rights are reserved.

8. Term and Termination.


8.1 The term of this Agreement will begin upon our acceptance of this Agreement and will end upon the earlier of (i) termination by either party in accordance with this Agreement, or (ii) upon conclusion of the applicable Offer. Either you or we may terminate this Agreement at any time, with or without cause, by giving the non-terminating party written notice of termination.

8.2 In the Offer we terminate this Agreement for your violation of the terms of this Agreement, we will immediately halt the processing of any payments or charges for sales generated by you with the result that you will forfeit any unpaid commissions.


8.3 Upon expiration or termination of this Agreement for any reason, you will immediately cease use of, an remove from your site, all links to this site and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you in connection with the Program. The provisions of this Agreement, which by sense and content are intended to survive, including but not limited to the sections related to payment, warranties, remedies, proprietary rights, indemnification, confidentiality and limits of liability, will survive the expiration or termination of this Agreement.
 

9. Miscellaneous Terms.

9.1. Notice. We may give notice to you for any purpose by email sent to your then-current email address listed for your affiliate account. You may give notice to us for any purpose by email sent to the affiliate program manager at the following address: dena.wright@newreacheducation.com, or any other email address we may specify in an email notice to you.

 

9.2 Publicity and Announcements. You shall not (orally or in writing) publicly disclose or issue any press release or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, without the prior written consent of the Company.

9.3 Non-Solicit. During the term of this Agreement and for a period of twelve (12) months thereafter, you will not directly or indirectly solicit or hire or engage as an independent contractor, any current or former employee or independent contractor of the Company.

9.4 Governing Law; Venue; Waiver of Trial by Jury. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of Arizona, without regard to the conflict of laws provisions of such State. Any legal suit, action, or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of Arizona, in each case located in the City of Phoenix and County of Maricopa, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by certified mail and email in accordance with Section 9.1 will be effective service of process for any suit, action, or other proceeding brought in any such court. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

9.5 Assignment and Subcontracting. Except as may be expressly authorized in writing by the Company, you may not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section shall be null and void. The Company may at any time assign, transfer, or subcontract any or all of its rights or obligations under this Agreement without your prior written consent. This Agreement will inure to the benefit of and be binding upon each of the parties and each of their respective permitted successors and permitted assigns.

9.6 Severability; Entire Agreement. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement, together with each Offer and Special Offer terms, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Except as otherwise provided in this Agreement, this Agreement may only be amended by written agreement between the parties. The parties do not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns.

 

(End of Terms and Conditions)

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