BY JOINING OUR AFFILIATE PROGRAM, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF THE Q-ON TRAINING CENTER AFFILIATE PROGRAM (THE “PROGRAM”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BIND SUCH ENTITY TO THIS AGREEMENT.
Once you have signed up for the Affiliate Program, you will be assigned a unique Partner Link (which may take the form of an actual link and/or promotion code). You may not provide the Partner Link to any third party without express prior written consent from Q-On Training Center. Affiliate may develop graphics, emails, and other promotional materials, but must obtain express prior written approval from Q-On Training Center prior to usage. All uses of the Partner Link will include attribution to Q-On Training Center in accordance with Q-On Training Center’s branding guidelines, which may be provided to you or posted on our website. Q-On Training Center may provide templates and approved graphics, banners, and other materials via its website. Q-On Training Center may also provide you with custom creative units to place on your web site(s), at Q-On Training Center’s sole discretion. When a customer clicks on a Partner Link a tracking cookie (“Cookie”) will be placed on that customer’s computer, with an expiration period of 3 days. A user can only have one Q-On Training Center Affiliate Cookie at a time, so if another approved affiliate sends a customer to Q-On Training Center, the Cookie will not be applied and the previous cookie will be kept as long as it hasn’t expired. If the previous cookie has already expired, then the new affiliate cookie will be placed on the customer’s computer. The Partner associated with the active cookie at the time of the customer’s purchase will receive the affiliate credit. For a sale to be eligible to earn a referral fee, the customer must click-through the Partner Link and purchase one or more products from Q-On Training Center on www.q-on.bi (collectively, “Q-On Training Center Products”), within seven days of the original Cookie. Only transactions that are captured by Q-On Training Center on www.q-on.bi are eligible for a referral fee.
Referral fees are earned once a customer properly follows the Partner Link and has purchased and paid Q-On Training Center for a Q-On Training Center Product. Affiliate will receive a revenue share of six percent (6%) of Q-On Training Center’s Gross Revenue for each bona fide customer sale that is tracked and reported by our systems through the Partner Link (“Fees”). Q-On Training Center reserves the right to disqualify referral fees earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. Payments begin once you’ve earned more than one hundred dollars ($100) in affiliate income. As long as your current affiliate earnings are over one hundred dollars ($100), payments will be made within ninety (90) days after the end of the calendar month in which they accrue. However, if you haven’t earned one hundred dollars ($100) since your last payment, we’ll pay you during the next payment cycle after you’ve crossed the one hundred dollars ($100) threshold.
Q-On Training Center will provide an online dashboard where Partner can review earnings. Upon request, Q-On Training Center will provide Affiliate a report within fifteen (15) days after the end of each calendar quarter that will include number of referral customers who made purchases along with a commercially reasonable breakdown of the transactions.
Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply.
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. You are responsible for all content posted and activity that occurs under your account. You may not use the Affiliate Program for any illegal or unauthorized purpose.
As a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
The term of this agreement will begin when Affiliate clicks Accept or signs this agreement in hard copy and will end when terminated by either party. Either party may terminate this agreement at any time without cause by giving the other party thirty (30) days prior written notice of termination. Either party may terminate this agreement at any time for cause by giving the other party prior written notice of termination. Upon the termination of this agreement, you will immediately cease use of, and remove from your site, all links and other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. Q-On Training Center reserves the right to end the Program at any time. Upon termination, Q-On Training Center will pay any outstanding earnings accrued above per the terms defined above. Sections 9, 10, 11, 12, 13, 14, and 16 shall survive any termination of this agreement.
Affiliate and Q-On Training Center are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate will have no authority to make or accept any offers or representations on our behalf.
During the term of this agreement, each party (a “Disclosing Party”) may provide the other party (a “Receiving Party”) with confidential and/or proprietary materials and information (“Confidential Information”). All materials and information provided by Disclosing Party to Receiving Party and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, shall be considered Confidential Information. Receiving Party shall maintain the confidentiality of the Confidential Information and will not disclose such information to any third party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated hereunder. The obligations in this Section 9 shall not apply to any information that (i) is made generally available to the public without breach of this agreement, (ii) is developed by the Receiving Party independently from the Confidential Information, (iii) is disclosed to Receiving Party by a third party without restriction, or (iv) was in the Receiving Party’s lawful possession prior to the disclosure and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party’s request, Receiving Party shall return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as this agreement. The parties acknowledge that the harm caused by the wrongful disclosure of Confidential Information will be difficult, if not impossible, to assess on a monetary basis alone, and that legal damages may not be sufficient compensation for such wrongful disclosure. Therefore, either party may enforce its rights under this Section by equitable means, including, but not limited to, injunctive relief, in addition to any other remedies to which it is otherwise entitled.
You shall defend, indemnify, and hold harmless Q-On Training Center, its affiliates, and each of its and its affiliates’ employees, contractors, directors, suppliers, and representatives from all liabilities, damages, losses, claims, and expenses, including reasonable attorneys’ fees, that arise (i) from your breach of this agreement, (ii) from 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, (iii) from any claim related to your site, emails or other communications, including, without limitation, content therein not attributable to us, or (iv) otherwise from your use of the Program. Q-On Training Center reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Q-On Training Center in asserting any available defenses. Q-On Training Center will indemnify, defend, or at its option settle and hold you harmless from all liabilities, damages, losses, claims, and expenses, including reasonable attorneys’ fees, brought by a third party, that arise: (a) from death of or injury to any person or persons or out of any damage to property resulting from or in connection with a Q-On Training Center Product; or (b) from any act or omission by Q-On Training Center in connection with Q-On Training Center’s provision of the Q-On Training Center Product.
IN NO EVENT SHALL Q-On Training Center BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY UNDER THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING) OR (II) FOR ANY DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE TOTAL FEES PAID TO AFFILIATE IN THE TWELVE MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
NEITHER Q-On Training Center NOR ANY OF ITS CLIENT OR SUPPLIERS MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. IN ADDITION, Q-On Training Center MAKES NO REPRESENTATION THAT THE OPERATION OF THE PRODUCT SITES WILL BE UNINTERRUPTED OR ERROR-FREE, AND Q-On Training Center WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
Affiliate agrees that during the period of this agreement and for a period of one hundred and eighty (180) days thereafter, Affiliate will not solicit or enter into any relationship with then current clients, customers or merchants (including parties which Q-On Training Center is engaged in business discussions) of Q-On Training Center relating, directly or indirectly, to the Program.
Any dispute relating in any way to this agreement (including any actual or alleged breach hereof), any transactions or activities under this agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration. Arbitration under this agreement shall be conducted under the rules then prevailing of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), and you agree to submit to such arbitration. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
Q-On Training Center reserves the right, at its sole discretion, to modify or replace any of this agreement, or change, suspend, or discontinue the Program (including without limitation the payment of Fees) at any time by posting a notice on its website or by sending you an email. Q-On Training Center may also impose limits on Affiliate’s participation in the Program without notice or liability. It is your responsibility to check Q-On Training Center’s affiliate page of it website periodically for changes. Your continued participation in the Program following the posting of any changes to this agreement constitutes acceptance of those changes.
This agreement will be governed by the laws of Mexico, without reference to rules governing choice of laws. You may not assign this agreement, by operation of law or otherwise, without our prior written consent. Q-On Training Center may freely assign this agreement. Subject to that restriction, this agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure 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. The agreement constitutes the entire agreement between you and Q-On Training Center and governs your participation in the Affiliate Program, superseding any prior agreements between you and Q-On Training Center (including, but not limited to, any prior versions of the agreement).
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