Affiliate Agreement

This Affiliate Agreement ("Agreement”) is entered into by and between ProTrainings, a Michigan limited liability company (hereinafter "ProTrainings,""we," "our" or "us") and by any individual or entity that joins the ProTrainings’ Affiliate Program (hereinafter " Affiliate," "you" or "your"). ProTrainings and Affiliate collectively may be referred to as the "Parties"or individually as a "Party"throughout this Agreement.

  1. Program. The "ProTrainings' Affiliate Program" is defined as follows:
    1. You will represent ProTrainings as an authorized Affiliate. As such, you will market and promote ProTrainings’ courses as described at https://www.protrainings.com/courses/ (collectively the "Courses"and individually a "Course”). The Courses do not include the Continuing Education and HIPAA materials that appear on the webpage listed above (collectively the "Excluded Courses”).
    2. ProTrainings will compensate you for the Courses it sells as a direct result of your efforts (the "Commission”) in accordance with the provisions herein.
  2. Comission. Comissions will be paid as follows:
    1. You will receive a Commission for every Course purchased by a customer not reached through our marketing efforts
    2. Commissions will be calculated based on the current selling price minus material costs, shipping costs, and applicable taxes.
    3. Commissions will be considered earned when ProTrainings receives payment and the applicable period for a customer to return such Courses has expired. You will not be paid a Commission for any sale that is returned or refunded.
    4. Affiliate Commissions will be paid in cash and calculated according to the schedule listed at https://www.protrainings.com/partner/commission_schedule?type=sales
    5. To permit accurate tracking and reporting we will provide you with special tagged link formats ("Special Links”) for you to use in all links between your website and our website. ProTrainings will provide each Affiliate with a unique code ("Your Code”). You will only receive credit for sales of Courses in which the customer uses the Special Links or Your Code at the time of purchase from ProTrainings. We will not be responsible or liable to you for any failure by you to use Special Links and/or Your Code, including to the extent that such failure may result in any reduction of amounts you might have otherwise earned under this Agreement.
    6. No Commissions will be paid for any customer purchases of the Excluded Courses.
  3. Term and Termination.
    1. This Agreement shall commence when we receive and accept (i) your application to join the ProTrainings’ Affiliate Program; (ii) a copy of your completed US W-9; and (iii) your direct deposit form.
    2. This Agreement shall be effective until this Agreement is terminated under the provisions herein.
    3. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party written notice of termination.
    4. Upon the termination of this Agreement for any reason, you will immediately take all actions necessary to cease all marketing of the Courses including, and without limitation: ceasing to use and removing from your websites and/or marketing materials, all links to our website, and any of our trademarks, trade dress, or logos; and ceasing all use of any other materials provided by us to you pursuant hereto or in connection with the Program.
    5. Commissions earned up to the date of termination will be paid at ProTrainings’ next scheduled date of payment. We may withhold your final payment for a reasonable time to ensure that orders are not refunded and that the correct amount is paid.
  4. Customers and Pricing.
    1. Customers who buy Courses through this Program will be deemed to be customers of ProTrainings. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers.
    2. ProTrainings has exclusive authority to set the prices or change the prices of the Courses. Because the price of Courses changes from time to time, you are prohibited from listing the price of Courses in any physical or digital marketing materials.
  5. Conduct. We expect you to behave in a legal, ethical, and civil manner. The following list is not exhaustive, but representative of actions which could result in our terminating your Agreement and, without limiting any other rights or remedies available to us, withhold any Commissions otherwise payable to you under this Agreement.
    1. Engaging "coupon"websites such as RetailMeNot.com, Coupons.com, and Savings.com to promote your tracking identifiers.
    2. Violating any terms of use or policies of any search engine, platform, application or website.
    3. Running ads with representations, promotions or claims that are not accurate.
    4. Establishing or causing to be established, any promotion that provides rewards, points, or compensation for sales, or that allows third parties to place links to our website or our content.
    5. Doing anything that will block, alter, direct, redirect, substitute, insert, append itself to, or otherwise intercept or interfere in any manner with any click-through or other traffic-based transaction that originated from the website of any other person or entity.
    6. EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE ANY PROTRAININGS’ TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY MATERIALS WE MAY PROVIDE TO YOU (COLLECTIVELY THE "PROTRAININGS’ IP”) (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT PROTRAININGS’ EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE PROTRAININGS’ IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEYWORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF PROTRAININGS’ IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF PROTRAININGS’ IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF PROTRAININGS’ INTELLECTUAL PROPERTY RIGHTS.
  6. Your Website and Promotional Materials.
    1. You will be solely responsible for the development, operation, and maintenance of your website, digital marketing campaigns and for all printed materials that you may use in the marketing and promotion of the Courses.
    2. You are responsible that each of the links between your website and our website properly utilizes such Special Link formats. You will only earn Commissions from the activity on our website occurring directly through Special Links and/or Your Code.
    3. All Affiliates are required to comply with applicable laws, regulations and guidelines concerning advertising and marketing, including without limitation, the Federal Trade Commission (FTC) Endorsement Guides, which require that material connections between advertisers and endorsers be disclosed. This means that any of your websites (e.g. directories, review/rating websites, blogs, and other websites) and any email or other materials that provide an endorsement or assessment of the Courses must prominently disclose the fact that you receive compensation when a customer purchases a Course from ProTrainings.
  7. Website Promotion.
    1. You may promote your website via physical or electronic mailings to recipients who are already customers or subscribers to your website's services, provided that the recipients have the option to remove themselves from future mailings and that you otherwise comply with all applicable laws of your jurisdiction. Further, you may promote your website via newsgroup postings to newsgroups that specifically welcome commercial messages.
    2. In all promotion, you must clearly represent yourself and your website as entities independent from ProTrainings and any of our Company websites.
    3. You may not promote your website via certain forms of indiscriminate advertising, commonly referred to as "spamming." Accordingly, you may not promote your Website via postings to non-commercial newsgroups or cross-postings to multiple newsgroups at once.
  8. Limited License.
    We grant you a nonexclusive, non-assignable, worldwide right to reproduce and use all graphic images and other materials that we provide to you, solely to create links connecting your website to our website and promoting the Courses. These graphic images and other materials may only be used as permitted in the Agreement and cannot be modified or used in any form.
  9. Sub-Contracting Limitations.
    You may not sub-contract with any other party to fulfill any of your obligations or services under this Agreement, or directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) to market on behalf of ProTrainings under your name or associated business without prior approval from ProTrainings. You may not assign this Agreement to another, by operation of law or otherwise, without our prior written consent.
  10. Relationship of Parties.
    You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. 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 otherwise, that reasonably would contradict anything in this Agreement.
  11. Limit of Liability.
    PROTRAININGS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, GENERAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OR BUSINESS OPPORTUNITY OR LOSS OF USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES TO COMPANY FOR A BREACH OF THIS AGREEMENT OR POLICY OF PROTRAININGS.
  12. Indemnification.
    You hereby agree to indemnify and hold harmless ProTrainings and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, (collectively the "Losses") that arise out of or are based on (a) any claim that you are infringing on any trademark, trade name, service mark, copyright, license, or intellectual property of any third party, (b) any breach of this Agreement, (c) any claim related to your website or other materials used by you in marketing or promoting the Courses or (d) any claim related to your actions in the marketing and promoting of the Courses.
  13. Disclaimers.
    We make no express or implied warranties or representations with respect to the Program or any anticipated earnings that might result from the efforts of an Affiliate and we do not condone the use of such communications to induce any Affiliate to join the Program.
  14. Governing Law.
    This Agreement shall be governed by the laws of the state of Michigan, and all claims, disputes and other matters between the parties of this agreement shall be brought in Kent County Court, in Grand Rapids, Michigan, or in the U.S. District Court, in Grand Rapids, Michigan. Parties waive any objection to personal jurisdiction or venue in any forum located in those jurisdictions.
  15. Waiver.
    Any failure by us to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
  16. Enforceability
    If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision will be enforced to the fullest extent that it is valid and enforceable under applicable law. All other provisions of this Agreement shall remain in full force and effect.
  17. Continued Acceptance.
    You must carefully read and agree to comply with this Agreement. By accepting the terms of this Agreement, you understand that the terms of this Agreement or the Program may be amended at the sole discretion of ProTrainings, and by accepting this Agreement, you agree to abide by all such amendments. Amendments shall be binding immediately after notification is released. The continuation of your participation in the Program or your acceptance of Commissions shall constitute your acceptance of any amendments.
  18. Entire Agreement.
    This Agreement sets forth the entire understanding between the Parties regarding the subject matter hereof.