Affiliate Marketing Agreement

 WHEREAS Martinsburg College (MC) with offices at 341 Aikens Center Martinsburg, WV. 25404 is an established college offering Continuing Professional Education (CPE) distance learning courses and Affiliate wishes to sell such courses throughout the United States.

TERMS AND CONDITIONS

The Terms and Conditions Agreement is entered into by and between You and MC.

These Terms and Conditions constitute a legally binding agreement between You and MC concerning your access to and use of cpe.Martinsburgcollege.edu as well as any other application, media channel, or tool related to MC and its business purpose.

You understand, acknowledge, and accept that by accessing this website you are bound by all the Terms and Conditions presented to you in this agreement. By using the MC website or by clicking to accept or agree to the Terms and Conditions when and if this option is expressly available to you, you accept and agree to be bound and abide by these Terms and Conditions.

NOW THEREFORE, the parties agree as follows:

1. DESCRIPTION OF SERVICES

          (A)      Affiliate will have the non-exclusive right to represent MC Office of Continuing Education and to market and sell MC’s Continuing Professional Education (CPE) training courses throughout the United States.

                  (i)        Affiliate will provide the following services:

                       (a) Affiliate will be responsible for marketing and promoting MC’s CPE training courses to their network of social media followers. Any publication and/or advertisement in the promotion of MC’s CPE training courses shall first be approved by MC. The MC name, logo, promotional materials, and information may be used with the approval of MC during the term of this agreement

                       (b) Affiliate will be financially responsible for all marketing, selling, administrative and other expenses relating to its marketing efforts.

                 (ii)       MC will provide the following services:

                      (a)  Assign a unique code for you to provide to your followers to register in CPE training courses

                      (b)  Host and maintain platform to register user, launch, track, and report usage in CPE training courses

                      (c)  Assure that CPE course content is approved by regulatory authorities

                      (d)  Maintain CPE course content

                      (e)  Provide user support

                      (f)   Payment of all commissions due Affiliates

2. COMMISSIONS

MC agrees to pay Affiliate commissions on net sales at a rate of 15% of net sales for purchases referred through your network and identified through your assigned code.

Affiliate shall be solely responsible for all payments due to any individual or organization which may perform work on behalf of the Affiliate or with whom Affiliate arranges to share commissions. MC shall have no direct or implied relationship with any individual or entity associated with Affiliate, nor any responsibility to provide service to these independent entities.

3. TERM

The term of this agreement shall be from the date hereof and continue indefinitely until terminated by either party per the terms outlined in Paragraph 4. (Termination)

4. TERMINATION

This agreement may be terminated by either party for any reason with 15 days written notice.

5. OWNERSHIP/INTELLECTUAL PROPERTY

All content developed by MC or licensed by MC, and improvements to MC’s marketing and course materials are the sole property of MC. This shall apply with respect to MC’s copyrightable works, ideas, discoveries, inventions, applications for patents, and patents, any improvements, further inventions or improvements, and any new items discovered or developed by MC during the term of this Agreement. You agree and acknowledge that you will not copy, modify, amend, imitate, alter, or use any of MC’s intellectual property without MC’s written consent. Nothing in this agreement shall transfer ownership of or rights to any intellectual property of MC to the user or grant any right or license other than those stated in this Agreement.   

All content licensed by MC shall be the sole property of the licensor. Affiliate shall sign all documents necessary to perfect the rights of MC in such intellectual property but will not be liable for any costs associated with perfecting the rights of MC in said property.

6. EXPENSE REIMBURSEMENT

Affiliate shall pay all “out-of-pocket” expenses related to its marketing efforts (see paragraph 1, “Description of Services” above), and shall not be entitled to reimbursement from MC.

7. RELATIONSHIP OF PARTIES

This Agreement does not constitute either party an agent, legal representative, joint  venture partner, partner, or employee of the other for any purpose whatsoever and, neither party is in any way authorized to make any contract, agreement, warranty or representation or to create any obligations, express or implied, on behalf of the other party hereto.

8. LEGAL REQUIREMENTS

Affiliate and MC agree to obtain and maintain all permits, licenses and consents (governmental and otherwise) that are necessary or advisable for providing the services described in Section 1 above and further, in providing the services described in Section 1 above, to comply with all applicable legal requirements.

9. INDEMNIFICATION

• MC agrees to indemnify Affiliate, together with the officers, directors and employees of Affiliate, and defend and hold them harmless from and against all claims, losses, causes of action, liabilities, damages and expenses (including, without limitation, reasonable attorneys’ fees) directly arising from, incurred as a consequence of or otherwise directly attributable to the gross negligence of MC in providing the Services.

• Affiliate agrees to indemnify MC, together with the officers, Directors, and employees of MC, and defend and hold them harmless from and against all claims, losses, causes of action, liabilities, damages and expenses (including, without limitation, reasonable attorneys’ fees) directly arising from, incurred as a consequence of or otherwise directly attributable to the gross negligence of Affiliate in connection with the Services being provided in this Agreement.

10. ASSIGNMENT

Neither party’s obligation under this Agreement may be assigned or transferred to any other person, firm, or corporation without the prior written consent of the other party, provided that MC’s approval of Affiliate’s transfer or assignment shall be based upon MC’s determination, in its reasonable discretion, that Affiliate’s transferee or assignee has the requisite experience, resources, and financial stability to fulfill the obligations of Affiliate under this Agreement, and that the transfer will not create a conflict of interest with MC’s corporate goals. MC may, however, assign this Agreement without consent of Affiliate in connection with a merger, consolidation, acquisition or sale of substantially all of its assets or stock, or substantially all of the assets of the division of its business providing distance-learning courses.

11. CONFIDENTIALITY

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists and pricing and sales information, concerning either party, or any of their respective affiliates, provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly by the party receiving such information for its own business purposes or for any other purpose, except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.  Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys or other agents (including employees and investors on a need to know basis) on a confidential basis and (c) otherwise as required by applicable law, rule, regulation or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

12. SURVIVAL

The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

13. NOTICES

All notices required and permitted under this Agreement shall be in writing and shall be delivered in person or deposited in the mail, postage prepaid to the mailing address on page 1 of this Agreement. Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.

14. ENTIRE AGREEMENT

This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written.  This Agreement supersedes any prior written or oral agreements between the parties. Agreement is five (5) pages in length including signature page.

15. AMENDMENT

This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

16. SEVERABILITY

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a Court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable then such provision shall be deemed to be written construed and enforced as so limited.

17. WAIVER OF CONTRACTUAL RIGHT

The failure of either party to enforce any provision of the Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

18. APPLICABLE LAW

This Agreement shall be governed by the laws of the State of West Virginia, United States of America