Terms & Conditions
This Affiliate Marketing Agreement (the “Agreement”), dated as of the date accepted by Participant (the “Effective Date”), is by and between the Participant and 99th Score Tutoring, LLC d/b/a Target Test Prep (“TTP”).
ACCORDINGLY, for good and valuable consideration, receipt and sufficiency of which is mutually acknowledged, the parties agree as follows:
1. Purpose of the Agreement: The purpose of this Agreement is to regulate the business relationship between Participant and TTP.
2.Defined Terms: For purposes of this Agreement:
a. “Test Preparation” shall mean preparation for the Graduate Management Admissions Test (“GMAT”) and Graduate Record Examinations (“GRE”) via physical classroom courses and/or online courses. For avoidance of doubt, private tutoring is not included in the foregoing.
b. “Participant Site or Referral Link” shall mean Participant’s website or a shareable link to TTP Website provided by Participant to third-party user.
c. “TTP Website” shall mean gmat.targettestprep.com or gre.targettestprep.com
3. Strategic Partnership/Marketing: Participant agrees to feature information about TTP’s Test Preparation offerings and services on the Participant’s website and/or to provide to potential third-party users a shareable link to the TTP Website; any information respecting TTP or its Test Preparation offerings or services posted, marketed or published by Participant is subject to review and approval by TTP. Participant agrees at all times to comply with all applicable federal, state and local laws, statutes, rules and regulations, including but not limited to, providing any requisite legal notice to customers and potential customers respecting Participant’s receipt of compensation for referrals. All services provided by Participant hereunder will be provided in a professional manner. Participant hereby represents and warrants to TTP that it owns and has all rights to the Participant’s website, has all rights to provide any shareable link via the method of communication used by Participant, and has all rights necessary to perform this Agreement without the consent or approval of any other person.
4. Relationship of the Parties: This Agreement shall not be construed to make either party the agent, partner or legal representative of the other, and neither party may assume or create any obligations for, on behalf of, or in the name of the other party, or commit any act, make any representation, or advertise in any manner that may adversely affect any rights of the other party. The parties are independent contractors.
5.TTP Benefits: Participant shall provide the following benefits to TTP:
a. Promotion of TTP Services. Participant will use best efforts to promote TTP Test Preparation offerings and services on the Participant’s website and/or use best efforts to promote TTP via email, social media or other forms of electronic communication (including providing a shareable link to the TTP Website to potential third party users in such communications).
i. All other promotions of TTP will be made at the discretion of Participant, with the prior approval of TTP.
6.Participant Benefits: TTP will compensate Participant based on a percentage share of an initial Test Preparation sale to a new customer generated from a Participant Site or Referral Link as more fully described in Section 6(a) below.
a. Percentage of Net Revenue: Participant shall receive an amount equal to 10% of the Net Price (or such greater percentage in the sole discretion of TTP) on an initial sale for TTP Test Preparation offerings to a new TTP customer where the purchase was directly generated by Participant Site or Referral Link as measured by TTP (via tracking data generated by a third-party platform provider selected by TTP from time to time). The total commissions accumulated each month in this manner shall be payable on a monthly basis to Participant in accordance with TTP policies in effect from time to time. Cookie life time will be 30 days. No sale qualifies hereunder until TTP is paid in full by the customer; further, any discount or refund of TTP related to the sale shall reduce the Net Price. For avoidance of doubt, no commission is due Participant for any additional or subsequent sale(s) to any customer of TTP, only on the first purchase by a new customer directly generated for TTP from the Participant Site or Referral Link (for clarity, when a customer purchases a recurring monthly plan from TTP, the 10% of Net Price is therefore only paid to Participant on the first month’s Net Price and not thereafter).
i. Competing Affiliates: TTP may maintain multiple affiliate partnerships as a regular course of business. In the event that a TTP customer has visited multiple affiliates, the commission shall go to the affiliate that last sent the customer to the TTP Website before the purchase.
7.Duration: This Agreement will be effective on the Effective Date and will continue for a period of one (1) year (“Initial Term”). Thereafter, this Agreement will renew automatically for additional terms of 1 year each (each, a “Renewal Term”) (the Initial Term along with any Renewal Term(s), the “Term”), provided that neither party has not notified the other of a desire to end the Agreement in accordance with Section 8.
8.Termination. Notwithstanding Section 7 hereof, either party may terminate this Agreement with or without cause, for any reason or no reason, provided that the terminating party provides written notice to the other at least 10 days prior to termination. Email notification is an acceptable form of written notice.
9.Confidentiality. Participant agrees to treat as confidential and to use best efforts to ensure that they do not disclose to any person or entity any information of a confidential or financial nature or otherwise constituting proprietary information relating to the business operations of TTP. TTP and Participant each retain all copyrights, patents, and other intellectual property rights to their brands, trademarks, trade names, and information and authorize their use for purposes set forth herein only and only during the term hereof and in strict compliance with this Agreement.
10.Entire Agreement: This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereof have made no agreements, representations, or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. No modification of this Agreement shall be valid unless made in writing and agreed by each of the parties hereto.
11.Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Florida.
12.Notices. All notices and other communications under this Agreement shall be in writing and mailed, telecopied, emailed, or delivered by hand or by a nationally recognized courier service guaranteeing overnight delivery to management of a party, if to Participant at its principal executive offices, and if to TTP at its primary office, Attn: Scott Stewart. All such notices and communications shall, when mailed, telecopied, emailed or delivered, be effective three days after deposit in the United States mail, telecopied with confirmation of receipt, emailed with confirmation of receipt, or delivered by hand to the addressee one day after delivery to the courier service.
13.Counterparts. This Agreement may be approved or accepted in more than one counterpart, each of which shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument. This Agreement may be accepted and agreed to via electronic communication.
14.Indemnification. Each party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other party (the “Indemnified Party”) against any claim, suit, damage, liability, loss, cost or expense (including reasonable attorney’s fees) (collectively, a “Claim”) arising out of or relating to the actual or alleged infringement or misappropriation of any U.S. patent, copyright, trademark, service mark or trade secret of any third party by any product, service or intellectual property provided by the Indemnifying Party hereunder. Further, Participant shall defend, indemnify and hold harmless TTP against any Claim arising out of or relating to any breach of Section 3 or 9 hereof by Participant. The indemnifying party will pay the amount of any resulting adverse final judgment (or settlement to which the indemnifying party consents) and all related costs and expenses of seeking such final judgment or settlement (including reasonable attorneys’ fees). As a condition to the indemnifying party’s obligations under this Section 14, the indemnified party shall provide prompt written notice to the indemnifying party of any Claim for which indemnification may be requested, shall permit the indemnifying party to control the defense of any such Claim, and shall not settle any such Claim without the prior written consent of the indemnifying party (however failure to provide prompt notice shall not affect indemnification obligations hereunder, except to the extent of actual prejudice). This Section and Section 9 shall survive termination of this Agreement.
ACCORDINGLY, for good and valuable consideration, receipt and sufficiency of which is mutually acknowledged, the parties agree as follows:
1. Purpose of the Agreement: The purpose of this Agreement is to regulate the business relationship between Participant and TTP.
2.Defined Terms: For purposes of this Agreement:
a. “Test Preparation” shall mean preparation for the Graduate Management Admissions Test (“GMAT”) and Graduate Record Examinations (“GRE”) via physical classroom courses and/or online courses. For avoidance of doubt, private tutoring is not included in the foregoing.
b. “Participant Site or Referral Link” shall mean Participant’s website or a shareable link to TTP Website provided by Participant to third-party user.
c. “TTP Website” shall mean gmat.targettestprep.com or gre.targettestprep.com
3. Strategic Partnership/Marketing: Participant agrees to feature information about TTP’s Test Preparation offerings and services on the Participant’s website and/or to provide to potential third-party users a shareable link to the TTP Website; any information respecting TTP or its Test Preparation offerings or services posted, marketed or published by Participant is subject to review and approval by TTP. Participant agrees at all times to comply with all applicable federal, state and local laws, statutes, rules and regulations, including but not limited to, providing any requisite legal notice to customers and potential customers respecting Participant’s receipt of compensation for referrals. All services provided by Participant hereunder will be provided in a professional manner. Participant hereby represents and warrants to TTP that it owns and has all rights to the Participant’s website, has all rights to provide any shareable link via the method of communication used by Participant, and has all rights necessary to perform this Agreement without the consent or approval of any other person.
4. Relationship of the Parties: This Agreement shall not be construed to make either party the agent, partner or legal representative of the other, and neither party may assume or create any obligations for, on behalf of, or in the name of the other party, or commit any act, make any representation, or advertise in any manner that may adversely affect any rights of the other party. The parties are independent contractors.
5.TTP Benefits: Participant shall provide the following benefits to TTP:
a. Promotion of TTP Services. Participant will use best efforts to promote TTP Test Preparation offerings and services on the Participant’s website and/or use best efforts to promote TTP via email, social media or other forms of electronic communication (including providing a shareable link to the TTP Website to potential third party users in such communications).
i. All other promotions of TTP will be made at the discretion of Participant, with the prior approval of TTP.
6.Participant Benefits: TTP will compensate Participant based on a percentage share of an initial Test Preparation sale to a new customer generated from a Participant Site or Referral Link as more fully described in Section 6(a) below.
a. Percentage of Net Revenue: Participant shall receive an amount equal to 10% of the Net Price (or such greater percentage in the sole discretion of TTP) on an initial sale for TTP Test Preparation offerings to a new TTP customer where the purchase was directly generated by Participant Site or Referral Link as measured by TTP (via tracking data generated by a third-party platform provider selected by TTP from time to time). The total commissions accumulated each month in this manner shall be payable on a monthly basis to Participant in accordance with TTP policies in effect from time to time. Cookie life time will be 30 days. No sale qualifies hereunder until TTP is paid in full by the customer; further, any discount or refund of TTP related to the sale shall reduce the Net Price. For avoidance of doubt, no commission is due Participant for any additional or subsequent sale(s) to any customer of TTP, only on the first purchase by a new customer directly generated for TTP from the Participant Site or Referral Link (for clarity, when a customer purchases a recurring monthly plan from TTP, the 10% of Net Price is therefore only paid to Participant on the first month’s Net Price and not thereafter).
i. Competing Affiliates: TTP may maintain multiple affiliate partnerships as a regular course of business. In the event that a TTP customer has visited multiple affiliates, the commission shall go to the affiliate that last sent the customer to the TTP Website before the purchase.
7.Duration: This Agreement will be effective on the Effective Date and will continue for a period of one (1) year (“Initial Term”). Thereafter, this Agreement will renew automatically for additional terms of 1 year each (each, a “Renewal Term”) (the Initial Term along with any Renewal Term(s), the “Term”), provided that neither party has not notified the other of a desire to end the Agreement in accordance with Section 8.
8.Termination. Notwithstanding Section 7 hereof, either party may terminate this Agreement with or without cause, for any reason or no reason, provided that the terminating party provides written notice to the other at least 10 days prior to termination. Email notification is an acceptable form of written notice.
9.Confidentiality. Participant agrees to treat as confidential and to use best efforts to ensure that they do not disclose to any person or entity any information of a confidential or financial nature or otherwise constituting proprietary information relating to the business operations of TTP. TTP and Participant each retain all copyrights, patents, and other intellectual property rights to their brands, trademarks, trade names, and information and authorize their use for purposes set forth herein only and only during the term hereof and in strict compliance with this Agreement.
10.Entire Agreement: This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereof have made no agreements, representations, or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. No modification of this Agreement shall be valid unless made in writing and agreed by each of the parties hereto.
11.Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Florida.
12.Notices. All notices and other communications under this Agreement shall be in writing and mailed, telecopied, emailed, or delivered by hand or by a nationally recognized courier service guaranteeing overnight delivery to management of a party, if to Participant at its principal executive offices, and if to TTP at its primary office, Attn: Scott Stewart. All such notices and communications shall, when mailed, telecopied, emailed or delivered, be effective three days after deposit in the United States mail, telecopied with confirmation of receipt, emailed with confirmation of receipt, or delivered by hand to the addressee one day after delivery to the courier service.
13.Counterparts. This Agreement may be approved or accepted in more than one counterpart, each of which shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument. This Agreement may be accepted and agreed to via electronic communication.
14.Indemnification. Each party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other party (the “Indemnified Party”) against any claim, suit, damage, liability, loss, cost or expense (including reasonable attorney’s fees) (collectively, a “Claim”) arising out of or relating to the actual or alleged infringement or misappropriation of any U.S. patent, copyright, trademark, service mark or trade secret of any third party by any product, service or intellectual property provided by the Indemnifying Party hereunder. Further, Participant shall defend, indemnify and hold harmless TTP against any Claim arising out of or relating to any breach of Section 3 or 9 hereof by Participant. The indemnifying party will pay the amount of any resulting adverse final judgment (or settlement to which the indemnifying party consents) and all related costs and expenses of seeking such final judgment or settlement (including reasonable attorneys’ fees). As a condition to the indemnifying party’s obligations under this Section 14, the indemnified party shall provide prompt written notice to the indemnifying party of any Claim for which indemnification may be requested, shall permit the indemnifying party to control the defense of any such Claim, and shall not settle any such Claim without the prior written consent of the indemnifying party (however failure to provide prompt notice shall not affect indemnification obligations hereunder, except to the extent of actual prejudice). This Section and Section 9 shall survive termination of this Agreement.