Affiliate Partner Program Terms of Service

Updated 03/12/2020

By participating in the MotorSkillLearning Academy (MSL) Affiliate Partner Program, You have the opportunity to earn money from (i) commissions for MSL accounts that You sell to other users, and (ii) bonuses when you reach certain amounts of referred members. This Agreement sets forth Your rights and obligations as a participant in the MotorSkillLearning Academy (MSL) Partner Program.

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. Your access to and use of this the Partner Program service, as well as all related materials provided to you in connection therewith (collectively the “Services”) shall subject to the following terms and conditions as well as those of the MotorSkillLearning Academy Customer Terms and the MotorSkillLearning Privacy Policy, the terms of which are incorporated herein by this reference, (together the “Agreement”) and all applicable laws. By participating in the MotorSkillLearning Partner Program below, you are agreeing to and accept the terms of this Agreement and acknowledge that any other agreements between you and the Site are superseded and of no force or effect:

 

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  1. PARTIES. All references to “MotorSkillLearning (MSL)” herein shall mean MotorSkillLearning, LLC, as well as all affiliated entities, partners, employees, officers, ownership, representatives, and assigns. All references to “You” and “Your” shall refer the the party who has accepted this Agreement by clicking “Agree” and/or who otherwise participated in and enjoys the benefits of the MotorSKillLearning (MSL) Partner Program. Each may be referred to herein as a “Party” and collectively may be referred to as the “Parties.”
  2. INDEPENDENT CONTRACTORS. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
  3. TERM AND TERMINATION. This Agreement between You and MotorSkillLearning shall begin upon Your acceptance of its terms and shall continue thereafter until terminated by either You or MotorSkillLearning as follows:
  1. A. MotorSkillLearning may terminate this Agreement at any time if You breach any of the terms of this Agreement. Upon termination for Your breach, You shall forfeit all Commissions and Bonuses owed to You, either as of the date of termination or thereafter accruing. Any termination for fraudulent or other unacceptable behavior by You, including breach of MotorSkillLearning’s policies and terms of use, as determined by MotorSkillLearning in its sole discretion, may also result in one or more of the following actions being taken by MotorSkillLearning: (a) termination of Your affiliation with MotorSkillLearning in its entirety and termination of all services provided to you; (b) suspension of some or all Your privileges under the Partner Program; and/or (c) termination of Your account entirely without notice to, or recourse for, You; or,
  2. Either you or MotorSkillLearning, or any successor or assign of MotorSkillLearning, in its sole and absolute discretion, may also cancel Your Agreement at any time with or without cause or for any reason in either Party’s sole discretion. MotorSkillLearning reserves the right to cancel or modify this Partner Program Agreement in its entirety, including all compensation, at any time. If a significant change is made to the Partner Program Agreement, including any material change to your compensation, MotorSkillLearning will provide reasonable notice by email, and/or posting a notice on the MotorSkillLearning blog. In the event that MotorSkillLearning or its successors or assigns cancels Your Agreement, You will be provided thirty (30) days’ notice, sent to the e-mail address associated with your account profile with MotorSkillLearning. You shall be paid all sums due and owing through the end of the thirty (30) day notice period consistent with MotorSkillLearning’s ordinary course of business.
  3. Unless otherwise specified in the Agreement, either Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other Party.
  4. If this Agreement is terminated for any reason: (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control; (b) You shall immediately cease displaying any MotorSkillLearning Intellectual Property and/or any MotorSkillLearning trademarks or logos on any Website or otherwise; and (c) all rights granted to You hereunder will immediately cease, including but not limited to Your right to receive any payments of fees or other compensation hereunder, unless otherwise determined by MotorSkillLearning in its sole discretion.
  1. COMPENSATION.
  1. COMMISSIONS. Upon acceptance into the Partner Program, You will be assigned one or more unique Partner URLs, which You will use to advertise MotorSkillLearning. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect creates a MotorSkillLearning account by using Your Partner URL, the Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a “Sale,” and each such account is a “Sold Account.” In the event that a Prospect has multiple Partner Cookies, the most recently-acquired Cookie will determine which Partner is credited with a Sale. You will be paid a commission for each Sold Account that generates a payment to MotorSkillLearning monthly or annually. The Commission amount is 30% of all fees received by MotorSkillLearning for a Sold Account. Commission payments will be made to You on or before sixty (60) days following MotorSkillLearning’ receipt of payment for a Sold Account, subject to the other terms set forth herein.
  2. BONUSES. For each level that a partner obtains, MotorSkillLearning may, in its sole discretion, also reward you based on status. The actual bonuses awarded, and the value thereof, shall change from time to time as MotorSkillLearning may choose in its sole discretion. In this regard, MotorSkillLearning shall also have the right to take away any bonus or reward at any time, for any reason, or to terminate the bonus program in its entirety. Any such change shall not affect your entitlement to Commissions already earned.
  3. MINIMUM COMMISSION AND BONUS PAYMENT. Your combined commission and bonus amount must equal or exceed one hundred ($100) before You receive a payment from MotorSkillLearning. If Your combined commissions and bonuses for a given month are less than $100, Your commissions and bonuses will be held until Your combined commissions and bonuses equals or exceeds $100.
  4. COMMISSION AND BONUSES PAID FOLLOWING LEGITIMATE SALE. Commissions and Bonuses are paid only for transactions that actually occur between MotorSkillLearning and a Sale. If the transaction does not actually occur, or if payment from a Sale is not actually received by MotorSkillLearning, You will not be paid a Commission or Bonus on the transaction. If payment for a Sold Account later results in a refund or charge-back, and if a commission or bonus was paid to You for that Sold Account payment, then the commission or bonus will be deducted from Your future commissions. If MotorSkillLearning determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, no Commission or Bonus will be paid for such Sale. If any Commissions or Bonuses are paid for a Sale that was produced fraudulently or as a result of any violation of this Agreement, and the fraud or violation is discovered by MotorSkillLearning after payment, such payment amounts shall be deducted from Your future commissions and bonuses.
  5. TAXES. You hereby warrant to Company that You are engaged in an independent business enterprise, and that You have complied with all business requirements necessary to operate Contractor’s business, if any, such as licensing, tax and other business operation requirements. You shall be solely and entirely responsible for Your own acts and omissions relative to the performance of services under this Agreement, and You shall determine the manner and method of performing such services, and shall set Your own hours in which to perform and complete such services. The parties hereto understand and agree that You are free to perform work in any capacity for other clients of You in Your sole discretion as You see fit, except as may otherwise be prohibited by the non-solicitation and/or confidentiality provisions set forth below.
  6. Before You can be paid any Commission or Bonuses, You must provide MotorSkillLearning a completed W-8 or W-9, as instructed by MotorSkillLearning. You will be deemed to have permanently waived all rights to Commissions or Bonuses that were earned more than one hundred and twenty (120) days prior to MotorSkillLearning’s receipt of a properly completed W-8 or W-9. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any commissions or bonuses You receive from MotorSkillLearning. If You are not a resident of the United States, MotorSkillLearning may withhold tax (including without limitation VAT) where required to by applicable law. Where MotorSkillLearning is required to withhold tax, MotorSkillLearning will document such withholding.
  1. MARKETING AND RECRUITING.
  1. TRUTHFUL. Anything You communicate in marketing or advertising any MotorSkillLearning service or opportunity must be true and accurate. Claims that relate to any MotorSkillLearning service or opportunity that are untrue or fraudulent are strictly prohibited. You may not claim that any government, person, or entity endorses or supports MotorSkillLearning. You may not use the intellectual property of any other person or entity in advertising any MotorSkillLearning service or opportunity.
  2. COMPLIANCE WITH ALL LAWS. In addition to, and without limiting the provisions of this Agreement, You shall perform all of Your obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations. Without limiting the foregoing, and by way of example, the Federal Trade Commission in the United States (“FTC”) has guidelines governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of this program, You may receive compensation for referrals made by You to MotorSkillLearning. This may establish an obligation for You to provide disclosure to consumers. Full compliance with these guidelines requires that You provide consumers with clear and conspicuous information notifying such consumers that You are being compensated for referring potential customers to MotorSkillLearning. Please refer to FTC guidelines and statements for further information.
  3. DISCLAIMER. On any website that You advertise any MotorSkillLearning service or opportunity, You must plainly display (i.e., not in a link, or in small font) the following disclaimer language: Disclosure: I am not an employee or representative of MotorSkillLearning, LLC. I am an independent MotorSkillLearning Partner and I receive referral payments from MotorSkillLearning in this role. All opinions expressed herein are my own and are not official statements of MotorSkillLearning or any party affiliated with MotorSkillLearning.
  4. NON-DISPARAGEMENT. You are not permitted to disparage the products of services of any other person or entity, including without limitation the products or services of a competitor of MotorSkillLearning, any other customer or partner of MotorSkillLearning, or MotorSkillLearning itself.
  5. INVENTORY LOADING/REBATES. You will not be paid any Commission or Bonus for payments made on your own User Account(s). You are not permitted to open a MotorSkillLearning account under the name of another person or entity, or under a fictitious name. You are not permitted to open a MotorSkillLearning account under any name merely for the purpose of obtaining Commissions, Bonuses, or any other compensation, including without limitation incentives or prizes which may be offered from time to time. You may not pay for another person’s account. You are not permitted to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to MotorSkillLearning all Commissions and Bonuses earned as a result of any such violation.
  6. INCOME CLAIMS. If Your recruiting efforts include claims related to the potential income a MotorSkillLearning Partner can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of MotorSkillLearning, the following guidelines must be adhered to:
  7. Your statements must be completely true and accurate and supported by evidence;
  8. If You use a hypothetical scenario, You must clearly label it as a hypothetical scenario; and
  9. Your statements must be accompanied by the MotorSkillLearning income disclosure statement.
  1. MOTORSKILLLEARNING INTELLECTUAL PROPERTY.
  1. All materials, such as text, data, graphics files, videos and sound files, and other materials contained in the MotorSkillLearning Website and/or otherwise provided to You by MotorSkillLearning, are copyrighted unless otherwise noted and are the property of the MotorSkillLearning and/or a supplier to MotorSkillLearning. No such materials may be used except as provided in this Agreement and/or the Customer License Agreement https://motorskilllearning.com/policies/license/. All trade names, trademarks, and images and biographical information of people used in those MotorSkillLearning materials, including without limitation the name and trademark “MotorSkillLearning (MSL)”, are either the property of, or used with permission by, MotorSkillLearning. The name and trademark “MotorSkillLearning” is a registered trademark of the MotorSkillLearning, registered in the United States. Such materials shall be referred to herein as the “MotorSkillLearning Intellectual Property”. Use of any MotorSkillLearning Intellectual Property by You is strictly prohibited unless specifically permitted by MotorSkillLearning and/or this Agreement. Any unauthorized use of the MotorSkillLearning Intellectual Property may violate the copyright, trademark, and other proprietary rights of MotorSkillLearning and/or third parties, as well as the laws of privacy and publicity, and other regulations and statutes. Nothing contained in this Agreement or in the Site shall be construed as granting, by implication or otherwise, any license or right to use the MotorSkillLearning Intellectual Property without the express written consent of MotorSkillLearning or the third party owner.
  2. No MotorSkillLearning Intellectual Property (or any mark confusingly similar to any MotorSkillLearning Intellectual Property) is to be advertised for sale or registered as a domain name by You in any fashion.
  3. You may use the MotorSkillLearning mark to advertise MotorSkillLearning. Any time You use the MotorSkillLearning mark, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for MotorSkillLearning. Whether Your use of MotorSkillLearning is confusing will be determined by MotorSkillLearning in MotorSkillLearning’ sole and absolute discretion.
  4. Any time You use the word “MotorSkillLearning” it must be immediately followed by the “Circle R” “®” denoting it as a registered trademark of MotorSkillLearning, LLC.
  5. You must include the disclosure identified above in any website, social media site, email, and/or other communication or media you choose to use.
  6. You may use only such MotorSkillLearning Intellectual Property, information, images, photographs, and trademarks as MotorSkillLearning may expressly authorize in writing.
  1. USE OF YOUR NAME AND LIKENESS. You grant MotorSkillLearning permission to use your name, likeness, biographical information, and any and all photographs taken by MotorSkillLearning or its agents or employees, or submitted by You to MotorSkillLearning (hereinafter “Photographs”) in any media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of MotorSkillLearning or any product or service sold and marketed by MotorSkillLearning. You agree that this authorization to use Photographs may be assigned by MotorSkillLearning to a third party in MotorSkillLearning’s sole discretion. You agree that that the Photographs may be combined with other Photographs, sounds, text and graphics, and that the Photographs may be manipulated, cropped, altered or modified in MotorSkillLearning’s sole discretion. You agree not to charge a royalty or fee, and not to make any other monetary assessment against MotorSkillLearning in exchange for this Release and Assignment. You hereby release and forever discharge MotorSkillLearning from any and all liability and from any damages You may suffer as a result of the use of the Photographs and/or other related materials.
  2. PROHIBITED ACTIVITY. MotorSkillLearning has the right to terminate this Agreement at any time if You engage or have ever engaged in any of the following:
  3. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to MotorSkillLearning’s reputation; and the violation of the rights of MotorSkillLearning or any third party.
  4. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. Any communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third-party blogs) will be deemed a material threat to MotorSkillLearning’s reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.
  5. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another.
  6. OTHER VIOLATIONS OF MOTORSKILLLEARNING TERM OF USE. Any other acts by you that violate any other terms of use regarding the MotorSkillLearning Website, your account with MotorSkillLearning, and/or any other agreement between you and MotorSkillLearning, including without limitation the MotorSkillLearning Customer License Agreement https://motorskilllearning.com/policies/license/ and the MotorSkillLearning Privacy Policy https://motorskilllearning.com/policies/privacy/.
  7. INDEMNITY. You agree to defend, indemnify and hold harmless MotorSkillLearning, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of the Your conduct, acts or omissions. Your indemnity obligation includes, but is not limited to, any third party claim against MotorSkillLearning for liability for payments for, damages caused by, or other liability relating to, You.
  8. NO WARRANTY; NO LEADS. MotorSkillLearning does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that MotorSkillLearning will not at any time provide sales leads or referrals to You. Additionally, MOTORSKILLLEARNING’S WEBSITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. MOTORSKILLLEARNING MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY MOTORSKILLLEARNING WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. MOTORSKILLLEARNING MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY MOTORSKILLLEARNING WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY MOTORSKILLLEARNING WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY MOTORSKILLLEARNING’ WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY MOTORSKILLLEARNING’ WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
  9. LIMITATION OF LIABILITY. YOU AGREE THAT IN NO EVENT SHALL MOTORSKILLLEARNING’S LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF ANY COMMISSIONS AND BONUS PAYMENTS PAID TO YOU FOR THE TWO (2) MONTH PERIOD PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST MOTORSKILLLEARNING OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.
  10. ASSIGNMENT. MotorSkillLearning may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned by without MotorSkillLearning’ or its assigns express written consent.
  11. NOTICE. Any notice required to be given to MotorSkillLearning under or related to this Agreement shall be in writing, addressed as follows:
  1. MotorSkillLearning email: [email protected]
  2. MotorSkillLearning will send notices to You at the email address You provided to MotorSkillLearning. Any notices shall be deemed delivered to You when sent by MotorSkillLearning. You are solely responsible for addressing any technical failures related to Your e-mail address or server, and for reading any email sent to You.
  1. MISCELLANEOUS.

21.1 Waiver. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not be deemed or construed to be a waiver of such term or condition or any subsequent breach thereof.

21.2 Publicity and Press Releases. Customer acknowledge and agree that MotorSkillLearning may use Your name and likeness as well as any trademark or logo identifying You or your project(s) solely for MotorSkillLearning’s promotional, marketing or advertising purposes.

21.3 Severability. It is agreed that if any provision, or part of a provision, of this Agreement is held to be invalid or unenforceable under any applicable statute or rule of law, then the parties shall use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the purposes intended under the original provision and to allow the parties to have the intended benefit of their bargain. If it cannot be so reformed it shall be omitted. The balance of this Agreement shall remain valid and unchanged and in full force and effect.

21.4 Assignment. This Agreement may not be assigned or sublicensed by Customer in whole or in part (by contract, merger, operation of law or otherwise) without the prior written consent of MotorSkillLearning. This Agreement shall be binding upon and ensure for the benefit of the successors in title of the parties hereto.

21.5 No Third-Party Beneficiaries. No person not a party to this Agreement shall have or acquire any rights by reason of this Agreement nor shall any party hereto have any obligation or liability whatsoever to any such person by reason of this Agreement, except as otherwise expressly provided for herein.

21.6 Headings. Headings to clauses in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.

21.7 Governing Law/Dispute Resolution. MotorSkillLearning may modify and/or revise this Agreement from time to time by updating this posting. Customer acknowledges and agrees that Customer shall be bound by any such revisions and that Customer should therefore periodically visit this page to review the then current terms and conditions to which it shall be bound. The laws of the State of California shall govern this Agreement. The parties hereby submit to the exclusive jurisdiction of the state and federal courts sitting in Orange County, California.

21.8 Force Majeure. Neither party shall be liable to the other for acts beyond its reasonable control including, but not limited to, acts of God, or public enemy, the acts or failure to act of any governmental authority, acts of civil or military authority, labor disputes, fires, wars, embargoes, epidemics, floods, unusually severe weather, or shortage or absence of power (including primary power and failure of backup systems).

21.9 Entire Agreement. This Agreement, together the terms of the MotorSkillLearning Customer License Agreement https://motorskilllearning.com/policies/license/, as well as all exhibits and attachments, constitute the entire agreement and understanding between the parties relating to the subject matter hereof, supersedes all other agreements, oral or written, between the parties. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement.

 

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