This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the ISSA Associates Program (the "Program"). As used in this Agreement, "we" means International Sports Sciences Association (ISSA), "you" means the applicant, and "course(s)" means our educational health and fitness certification courses. And "site" means a World Wide Web site and, depending on the context, refers either to ISSA’s site located at the URL www.issacertification.com, or to the site or sites that you will link to our site (and which you will identify in the Alliance Program Enrollment application).
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Program enrollment application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:
Promote sexually explicit materials
Promote violence
Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
Promote illegal activities
Include "issa" or variations or misspellings thereof in their domain names
Otherwise violate intellectual property rights
If we reject your application, you are welcome to re-apply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement at any time.
2. Links on Your Site
Once you have been notified that your site has been accepted into the Program, you may provide on your site one or more of the following types of links to our site:
Courses links: You may select one or more courses to list on your site. For each selected course, you will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as defined below) from each course reference on your site to the corresponding issacertification.com site.
General link to issacertification.com home page: You may provide a general link on your site to our home page at http://www.issacertification.com. We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and alliance commission accrual, we will provide you with a special custom "tagged" link format to be used in all links between your site and our site. Please ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will only earn alliance commissions with respect to activity on our site occurring directly through Special Links. We will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement.
3. Order Processing
We will process product orders placed by customers who follow special links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase courses using special links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.
4. Alliance Commissions
We will pay you (in accordance with Sections 5 and 6 below) alliance commissions on certain course sales to third parties. For a course sale to be eligible to earn a alliance commission, the Customer must purchase through a Special Link from your site to ISSA’s site, select and purchase the course using our automated ordering system, or through a lead processed from the link pointing from your site to ours that converts to an enrollment by our in-house enrollment team, accept delivery of the course at the shipping destination, and remit full payment to us.
5. Alliance Commission Schedule
You will earn alliance commissions based on qualifying revenues according to alliance commission schedules to be established by us. "Qualifying revenues" are revenues derived by us from our sales of qualifying courses, excluding costs for shipping, handling, taxes, service charges, credit card processing fees, and bad debt.
6. Alliance Comission Payment
We will pay you alliance commissions on a monthly basis. Approximately fifty (50) days following the end of each calendar month, we will send you a check for the alliance commissions earned on our sales of Qualifying Courses that were shipped during that month, less any taxes that we are required by law to withhold. If a course that generated an alliance commission is returned by the customer, we will deduct the corresponding alliance commission from your next monthly payment. If there is no subsequent payment, we will send you a bill for the alliance commission.
7. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of ISSA. Accordingly, all ISSA rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Course prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
8. Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating course sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.
9. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
The technical operation of your site and all related equipment
Creating and posting Product descriptions on your site and linking those descriptions to our site
The accuracy and appropriateness of materials posted on your site (including, among other things, all course-related materials)
Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
Ensuring that materials posted on your site are not libelous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.
10. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, all ISSA trademarks, logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn alliance commissions on our sales of Qualifying Courses occurring during the term, and alliance 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.
11. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available alliance commissions, alliance commission schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
12. Relationship of Parties
You and we are independent contractors, 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 site or otherwise, that reasonably would contradict anything in this Section.
13. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total alliance commissions paid or payable to you under this Agreement.
14. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any courses sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). 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.
15. Independent Investigation
You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
16. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Santa Barbara, California, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
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Alliance agreement above.
