These Affiliate Terms & Conditions were last updated on June 11, 2022.
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”, “YOUR”, OR “YOURS”), AND GMAX E-Learning ("GMAX”, “WE”, “US”, OR “OUR”). BY CLICKING ON THE "I ACCEPT" BUTTON AT THE END OF THESE AFFILIATE TERMS AND CONDITIONS (“AFFILIATE TERMS”) YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THESE AFFILIATE TERMS AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION HEREIN.
Any version of these Affiliate Terms written in a language other than English is offered for your convenience, and you understand and agree that if there is a discrepancy, the English language will take precedence.
All capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in GMAX Learn’s Terms of Use.
1. Overview
These Affiliate Terms set forth the whole set of terms and conditions that apply to You if you join GMAX Learn's affiliate network (the "Affiliate Program"). The aim of these Affiliate Terms is to allow You to earn affiliate commissions on sales made to Our Services through your website in the manner described herein.
2. Enrollment in the Affiliate Program
(a) Application Completion: You must complete an Affiliate Program application (the "Application") if you have not already done so. You must identify your website, explain how you plan to advertise GMAX Learn's services on it, and offer contact information.
(b) Acceptance of Your Application: If we decide to accept Your Application, we will send you an email confirming that it has been authorized. You acknowledge and agree that We have exclusive discretion to accept or reject Your Application. If any of the information You provide is incorrect or incomplete, if Your website promotes sexual, pornographic, violent, or defamatory materials, if You or Your website discriminate, violate any applicable law, or violate anyone's intellectual property rights, or for any other reason We deem fit to reject Your Application, Your Application will be rejected.
(c) Access to our Affiliate Program: If We Accept Your Application, We Will Send You a Welcome Email, and You Will Login to Our Secure Affiliate Center Using the Login Details You Provided During Registration. You will be able to obtain Promotional Materials and qualifying links from this center, as well as see Your reports, which will include Our affiliate commission calculations. It is Your duty to keep your username and password safe. Promotional Materials are described as banners, text links, article copy, and access to data feeds for the sake of clarity.
(d) You shall keep your information, including your email address, complete, accurate, and up-to-date at all times. We may use the email address associated with your account to communicate with you. Even if the email address connected with your account is no longer valid, you will be regarded to have received all alerts, approvals, and other communications sent to that address.
3. Specific Obligations of Affiliates
As a member of Our Affiliate Program, You represent, warrant, and covenant that You will:
(a) Link to our services: You will use the links, banners, and other means of linking Your website to Our Services (collectively, "Referral Links") in accordance with the Affiliate Program's referral standards. You can earn commissions on qualifying individual marketplace transaction purchases when Our customers click via the Referral Links to purchase an item on the GMAX Learn site, as defined in Affiliate Commissions.
(b) Maintain Your Site: You will be responsible for the upkeep and upgrading of Your website. Any modifications to these Terms and our Referral Materials will be notified to you via email by GMAX Learn. However, because Our material is changed frequently, You will need to update the Referral Materials on Your website to maintain consistency and accuracy between Our Services and the Referral Specifications as a member of Our Affiliate Program.
(d) Follow and Comply with All Copyright Laws: You are solely responsible for adhering to and complying with all relevant copyright and other laws that apply to Your website. We shall not be held liable if You violate the law by using another person's copyrighted material.
(e) Not to solicit Our Instructors: As a member of Our Affiliate Program, You agree not to solicit business away from, or solicit, induce, influence, or encourage any of Our Instructors to upload their GMAX Learn Course(s) on Your websites and/or platforms, or otherwise alter, terminate, or breach their contractual or other business relationship with Us, directly or indirectly, for Yourself or on behalf of another.
4. Affiliate Responsibilities
As a member of Our Affiliate Program, You understand and agree that:
(a) We Can Monitor Your Site: You hereby grant Us the right to monitor Your website at any time to see if You are complying with these Affiliate Terms and to notify You of any adjustments We believe You should make to stay in compliance. Furthermore, any requests we make for you to remove specific content from your website must be honored. Failure to comply is a breach of these Terms, and Your affiliate status will be terminated if you do not comply.
(b) We Determine the Policies for Referred Customers: At Our sole judgment, individuals who become clients of Our Services as a result of referrals made through the Affiliate Program shall be considered Our customers. All of Our agreements, rules, policies, and operating procedures that apply to Our Users will apply to these recommended customers as well. We reserve the right to modify Our terms, rules, policies, and operating procedures at any time, as detailed in our Terms of Use and other terms that we may post from time to time.
(c) You will not promote GMAX Learn via paid advertising or media buying that directs visitors to the GMAX Learn website (found at www.learn.gmaxent.com). As an affiliate, you will not bid on GMAX Learn-branded keywords. Unless GMAX Learn grants direct clearance, this applies to all advertising platforms and affiliates.
(d) You will not use Our company name or variations of Our company name in your Domain Names or Social Media pages: To run campaigns as an affiliate, you may not register or purchase domain names that include Our company's name or any misspellings or variations of Our company name. Furthermore, You may not use Our Company name, variants of Our company name, or the style and feel of Our own social media pages on any social media pages (e.g., Facebook Fan Page) where You operate affiliate promotions.
(e) You will be Responsible for Your Website’s Content: You may not advertise Our content or the courses of Our Instructors on a website that contains any type of defamatory, obscene, unlawful, bigoted, pornographic, or other content that We deem offensive.
(f) You will not promote using cookie-stuffing: Cookie stuffing tactics or click-generators that set the tracking cookie without the user clicking on the Referral Link are not permitted. You will not use a robot, software program, or other means to intentionally generate clicks or impressions on your site or create visitors to the GMAX Learn site.
(g) You will not mimic Our media and content: Publishers must ensure that their media does not imitate or resemble the GMAX Learn website's look and feel, or give the impression that it is part of Our company's website. You also accept that you are not permitted to use the language on Our pages verbatim unless it is to represent the material on any individual course landing page.
(h) You will be Responsible for Your use of content found on Our site: You are welcome to develop your own promotional materials based on pages from our website. You may also utilize course graphics and content from Our website to appropriately market the products on Your site. You may NOT, however, download, copy, or use video footage (free or paid), course supplementary materials (PDFs, quizzes, or extra material), or lesson descriptions and publish them to Your own website (s). Your affiliate account may be terminated immediately if you violate this agreement.
(i) You will not use spyware, malware, virus and the like: You may not include, display, or otherwise use Referral Links or other Content on your site that uses spyware, malware, or viruses, or any software application that has not been expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
(j) You will be open and honest about Your relationship to Us: Except as expressly permitted by this affiliate Agreement, you may not misrepresent or embellish your relationship with GMAX Learn, or imply any link or association between you and GMAX Learn or any other person or entity. You may not portray yourself as a GMAX E-Learning agent or employee, nor may you claim to have the right to bind GMAX Learn to a contract.
(k) You cannot utilize a browser extension to promote GMAX Learn or GMAX Learn courses without direct approval from GMAX Learn: GMAX Learn must approve all promo codes offered in the extension. You also acknowledge and accept that users of your browser extension will not be able to add new coupons to the extension's feed.
(l) You will not earn commissions for free courses: Our website offers both paid and free courses. Any customer who enrolls in a free course or uses a 'free promo code' to receive a paid course for free will not be eligible for a commission, and that sale will not reflect on Your affiliate account. Affiliates that only promote free courses or who promote free courses primarily will have their accounts terminated.
(m) You will be mindful of who You do business with: You are not permitted to engage in marketing tactics that attract phony customers. We shall determine whether or not someone is a phony customer at our own discretion.
(n) You will ensure your sub-affiliates follow all of Our terms: You are allowed to work with a sub-affiliate network as long as your sub-affiliates adhere to Our Affiliate Terms. You acknowledge that You are responsible for the compliance of Your sub-affiliates with these conditions, and that non-compliance by any of Your sub-affiliates may result in the termination of Your affiliate account.
(o) For GMAX employees who are also GMAX Learn Affiliates: When marketing GMAX Learn as an affiliate, you will make it clear that you are a GMAX employee. As a GMAX employee, you undertake to properly declare your employee and affiliate affiliation with GMAX E-Learning via a disclaimer in all promotional postings or promotions featuring GMAX Learn affiliate links. All disclosures must meet four basic requirements. They must be frequent, clear, conspicuous, and require no scrolling or other type of user action to locate.
Below we provide more clarification for each of the four basic requirements specific to GMAX Learn.
- Frequent: Your disclosure must appear on any website, social media post, video, article or review that promotes GMAX Learn using affiliate links or paid placements.
- Clear: It must be immediately clear that you may receive compensation from GMAX Learn for your review, promotion or recommendation. Do not promise or imply neutrality or independence where in fact a commission or compensation is driving the presentation or promotion of GMAX Learn on your website or any other online promotion.
These Affiliate Terms will begin and become effective upon Our acceptance of Your Application.
5. Affiliate Commissions
(a) Eligibility: During the course of these Affiliate Terms, You are entitled to receive affiliate commissions through Referrals (as defined in section (b) below) according to the computation outlined below, except in locations where such a transaction is prohibited.
(b) Amount due: In any given time, the actual amount of affiliate commissions owed to You will be computed as follows: The affiliate commission is set up in your affiliate account in the offerings offered to you. A "Referral" is a paying customer who is referred from Your website to Our website utilizing the Referral Materials and the Referral Specifications. Acceptance of a Referral as a User of Our Services is entirely up to Us.
(c) Payment of affiliate commissions will be made on a weekly basis every Friday. Payments are disbursed according to the payment method You have selected in Your affiliate account. If Your account is terminated due to violation of these Affiliate Terms, We reserve the right to withhold all future payments owed to You.
(d) Affiliate payments are sent to you using our affiliate network payment system directly to a valid Naira Bank Account registered in your name while Paypal payout system will be available to international affiliates. Affiliates are responsible for making sure they are able to accept payments from GMAX Learn's affiliate network.
(e) Affiliates are responsible for any and all charges, fees, taxes, exchange rates, surcharges and other expenses incurred in order to receive affiliate payments. Please check with your receiving banking institution to find out if any of these apply for your account.
(f) If We determine that payment of affiliate commissions to You in any jurisdiction is illegal under any laws, then We may reserve the right to not pay affiliate commissions for any sales made in that jurisdiction.
(g) We may withhold Your final payment for a reasonable time to ensure that the correct amount is paid to You.
(h) If at any time there has been no substantial activity on your account for XX years, then we will have the right to withhold any accrued fee. Further, any unpaid fees in your account may be subject to escheatment under applicable law.
(i) Your will not be paid on courses where your referral charge back, or ask for a refund. In any case if your referral charges back after you have been paid, the commission will be regarded as a negative outstanding to be deducted from your subsequent earnings. Your commission will also not be considered valid until your referral payment has been confirmed and processed by our system.
6. Licenses
(a) You hereby grant Us a non-exclusive, non-transferable, revocable right to use Your names, titles, and logos in any manner in which We advertise, market, promote, or publicize Our rights under these Affiliate Terms. We are not obligated to advertise, market, promote, or publicize in any way.
(b) We both agree not to disparage or otherwise represent the other in an unfavorable light using the proprietary materials of the other. In the proprietary contents covered by this license, we each reserve all of our respective rights. Either of us may revoke this license at any time by sending the other written notice, thus terminating our relationship under these Affiliate Terms and Your Affiliate status. We each maintain all right, title, and interest in our respective rights, save for the license provided in these Affiliate Terms, and no right, title, or interest is transferred to the other.
7. Disclaimer
WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT GMAX E-Learning, EXPRESS OR IMPLIED. EXPRESSLY DISCLAIMED AND EXCLUDED ARE ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. ADDITIONALLY, WE DO NOT WARRANT THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE ARE NOT RESPONSIBLE FOR THE RESULTS OF ANY INTERRUPTIONS OR ERRORS.
8. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THESE AFFILIATE TERMS UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE AFFILIATE TERMS, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE AFFILIATE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL FEES PAID TO YOU UNDER THESE AFFILIATE TERMS.
9. Indemnification
You undertake to hold GMAX Learn, its employees, representatives, agents, and affiliates blameless from any and all claims, suits, actions, or other proceedings brought against them as a result of or originating from any claim resulting from Your breach of these Affiliate Terms. You will pay any and all costs, damages, and expenses incurred by Us in connection with or arising from any such claim, suit, action, or proceeding, including, but not limited to, reasonable lawyers' fees and costs awarded against or otherwise spent by Us.
10. Termination
GMAX Learn or You can Each End Our Engagement Under these Affiliate Terms: Either Us or You may end these Affiliate Terms AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax.
11. Modification
From time to time, We may update these Terms to clarify Our practices or to reflect new or different practices, for example We may change the scope of Referral Fees, payment procedures, and Affiliate Program rules, or Referral Specifications or Referral Materials, and GMAX Learn reserves the right in its sole discretion to modify and/or make changes to these Affiliate Terms at any time, at Our sole discretion. If We make any material change to these Affiliate Terms, You will automatically receive an email notifying You that changes were made and prompting You to agree to Our new Affiliate Terms. Modifications will become effective on the day they are posted unless stated otherwise. If any modification is unacceptable to You, Your only option is to end Your participation in the Affiliates Program by requesting to close your Affiliate account with us. Your continued access to Our platform will be contingent on Your acceptance of Our updated Affiliate Terms. You should visit the Services regularly to ensure You are aware of any changes to the Affiliate Terms, as any revised Affiliate Terms shall supersede all previous Affiliate Terms.
12. Miscellaneous
(a) You represent and warrant to Us that:
(i) These Affiliate Terms are Your legal, valid, and binding obligation, which may be enforced against You in accordance with the terms and conditions set forth herein.
(ii) You have full right, power, and authority to agree and be bound by these Affiliate Terms, as well as to perform Your responsibilities under them, without the approval or cooperation of any third person;
(iii) You own or have a sufficient right, title, or interest in and to the rights granted to Us in these Affiliate Terms; and
(iv) YOU HAVE READ AND TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THESE AFFILIATE TERMS PRIOR TO ACCEPTING THESE AFFILIATE TERMS.
(b) Independent Contractors: With respect to the subject matter of these Affiliate Terms, each of us will be treated as an independent contractor, and nothing in these Affiliate Terms will be intended to create any partnership, joint venture, employment, agency, fiduciary, or other similar relationship. You will not make any statement that contradicts or may contract anything in this paragraph, whether on your website or elsewhere.
(c) Assignability: You are not permitted to assign Your rights or duties under these Affiliate Terms to any other party, and any effort to do so will be null and void. We have complete discretion in assigning these Affiliate Terms.
(d) Governing Laws: Any dispute that may arise in connection with these Affiliate Terms shall be resolved in accordance with our Terms of Use.
(e) Unless both of us agree in writing, you may not change or waive any aspect of these Affiliate Terms.
(f) Entire Agreement: These Affiliate Terms constitute the complete agreement between Us and You, and supersede all prior oral and written agreements and communications between us.
(g) Headings and Titles: The headings and titles in these Affiliate Agreements are given solely for convenience and have no bearing on the terms stated herein.
(h) Severability: If any section of these Affiliate Terms is found to be invalid or unenforceable, that provision will be deleted or limited to the bare minimum required to carry out both of our intentions, and the remainder of these Affiliate Terms will remain in full force and effect.