This AFFILIATE PROGRAM AGREEMENT (the “Agreement”), is entered into as of the Effective Date (defined below), by and between THE CIRCLING INSTITUTE LLC, a California limited liability company (the “Company”), and [NAME] (“you” or the “Affiliate”), to create a relationship in which the Affiliate will have the opportunity to refer individuals to the Company and receive a fee from the Company in accordance with the terms of this Agreement (the “Affiliate Program”).

1. REGISTRATION. Your ability to earn commissions as provided herein is conditional on your satisfactory completion of Company’s Affiliate Program Application, available at: https://circlinginstitute.com/affiliate-application/. Company will review your Program Application in good faith and determine, in its sole discretion, whether to accept you into its Affiliate Program. Company will notify you whether it has accepted you into its Affiliate Program within 30 days from your completion of the Program Application. If you are accepted into the Affiliate Program, then, upon your notification of your acceptance (the “Effective Date”), the terms and conditions of this Agreement shall apply in full force and effect, until terminated as set forth below. If you are not accepted into the Affiliate Program, you may not re-apply to the Affiliate Program using the same website, company affiliation, and/or social media accounts for a minimum of 120 days following your rejection. Company, in its sole discretion, reserves the right to notify or to not notify any prospective Affiliate of their rejection or removal from the Affiliate Program at any time.
2. REFERRAL PROCESS. Upon acceptance as an Affiliate, Company will deliver to you various Affiliate links, codes, and/or graphics (collectively, the “Affiliate Code”) to enable you to display a functional link or links (the “Company Link”) on your website, your company’s website, and any social media accounts identified in your Affiliate Program Application (collectively, your “Referral Websites”). You shall display and maintain the Company Link and/or Affiliate Code according to any size, design, or style parameters set forth by the Company. The Company Link will direct potential customers to Company’s website, where they will have the opportunity to purchase services from Company. Subject to the terms of Exhibit A, each potential customer that purchases services from Company after arriving at the Company’s website via the Company Link is referred to herein as a “Customer Referral”. Affiliate shall earn a commission for each Customer Referral as stated in Exhibit A.
3. ORDER PROCESSING. Company will process orders placed by a Customer Referral who follows the Company Link from Referral Website to Company’s website. Company reserves the right, in its sole discretion, to reject orders that do not comply with any requirements it may establish from time to time. All aspects of order processing and fulfillment, including Company’s services, cancellation, processing, refunds and payment processing will be Company’s sole responsibility. Company will track Customer Referrals generated by your Referral Website and will make this information available to you. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Company Link is properly formatted.
4. The Term of this Agreement will begin on the Effective Date and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause.
5. AFFILIATE’S OBLIGATIONS AND WARRANTIES. During the Term of this Agreement, you represent, warrant, and agree as follows:
   • Use of Company Links. You will display the Company Link on your Referral Website according to the terms of this Agreement and as may be directed by Company, and you agree to cooperate fully with Company in order to maintain the Company Links. You shall not distribute the Affiliate Code or Company Link to be posted to websites other than the Referral Website that you do not own or control. You shall not use graphics, textual images, text messages, or any other means to promote the Company other than the Company Link without Company’s prior written approval. Company’s obligations hereunder are contingent upon your proper installation and use of the Company Link on your Referral Websites.
   • Affiliate Program Application. You represent and warrant that all of the information contained in your Affiliate Program Application is true, complete, and accurate. You will notify Company of any changes to the information contained in your Affiliate Program Application during the Term of this Agreement and submit updated information promptly after any such changes; provided that any material change to the Referral Websites will require written approval of the Company.
   • Promotion of the Company. You will not make any representations or warranties, including but not limited to false or misleading representations, with respect to the specifications, features, or functionality of the Company’s products or services. Any information regarding the Company that will be displayed on a Referral Website must be approved by the Company in writing.
   • No Sales Authority. You shall not, directly or indirectly, impose or collect any fee of any kind, including but not limited to, any application fee, referral fee, or funding fee from any consumer, for any product or service offered under or related to your performance under this Agreement.
   • Online Tactics. You shall not, directly or indirectly, undertake any “black-hat” or deceptive or fraudulent methods including, but not limited to keyword or cookie stuffing, spamdexing, malware, adware, hidden text or links, doorway or cloaked pages, link farming, blog comment spam, spyware, parasiteware techniques, automated “robot” techniques, software, downloads, context triggering, or other similar tactics to increase Customer Referrals. You will not, directly or indirectly, bid on or purchase any form of a the Company’s trademarks or misspellings of Company’s trademarks, which may result in driving traffic to a website.

Company reserves the right to research and investigate you and your activities as they relate to this Agreement, and, at Company’s sole discretion, determine whether or not you are in violation of any of the provisions of this Agreement. If you are found in violation of this Agreement, this Agreement will terminate immediately, and all commission fees will be cancelled and forfeited.

6. MUTUAL REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to the other: (a) they have the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that they shall comply with all applicable state, federal, and local laws relating to the performance of this Agreement, including, without limitation, those governing advertising, digital marketing and all other anti-spam laws; and (b) any websites owned or controlled by such party (including the Company’s website and the Referral Website) shall not contain or link to any content, web page, or site that contains any nudity, pornography, or other sexual or adult material, hate propaganda or material that encourages or promotes illegal activity or violence, content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to copyrights, trademark rights, patents, or any other third party intellectual property, contract, privacy, or publicity rights, material that promotes or utilizes software or services designed to deliver unsolicited email, material that violates any local, state, or national law, rule or regulation, viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines, or misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful, as determined in Company’s sole discretion.
7. INTELLECTUAL PROPERTY. Company is, and will remain, the sole and exclusive owner of all right, title and interest in and to: (a) its Company Names and all related names, logos, product and service names, designs, slogans, and trademarks and service marks, whether or not registered (collectively, the “Company Names’); (b) all documents, data, know-how, methodologies, software and other materials provided by or used by Company in connection with performing the Services; and (c) all copyrights, moral rights, trade secret rights, or other intellectual property rights in all of the foregoing, whether now existing or hereafter created. During the Term of this Agreement, Company grants to you a limited, non-transferrable, non-sub-licensable, and non-exclusive license to use its Company Names solely in connection with your promotion of Company’s services as contemplated by this Agreement and for no other purpose, subject to the following terms:

1. • You may only use images of Company’s logos that Company makes available to you, without altering them in any way;
   • You may only use the Company Names in connection with the Affiliate Program;
   • You must immediately comply if Company requests that you discontinue use of the Company Names;
   • You may not use the Company Names in a misleading or disparaging way;
   • You may not use the Company Names in a way that implies the Company endorses, sponsors, or approves of your services or products; and
   • You may not use the Company Names in violation of any applicable law or in connection with an obscene, indecent, or unlawful topic or material.

8. CONFIDENTIALITY. All non-public, confidential, or proprietary information of the Company, including, but not limited to: (a) any written, printed, graphic, or electronically recorded materials furnished by Company for Affiliate to use; (b) business plans, client lists, pricing, discounts, or rebates, operating procedures, trade secrets, design formulas, know-how and processes, specifications, samples, patterns, plans, drawings, documents computer programs and inventories, discoveries, and improvements of any kind; (c) information belonging to any clients or customers of Company about which you gained knowledge as a result of its relationship with the Company hereunder—whether or not marked, designated, or otherwise identified as “confidential,” transmitted in connection with this Agreement (collectively, “Confidential Information”)—is confidential, solely for the use of performing this Agreement, and may not be disclosed or copied unless authorized by Company in writing. Upon termination of this Agreement or at Company’s request, you shall promptly return all documents and other materials received from Company. Affiliate acknowledges that Company shall be entitled to injunctive relief for any violation of this Section.
9. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY PERSONAL INJURY, DEATH, DISABILITY, PROPERTY DAMAGE, LOSS OF CHANCE, EXPENSES, LOST REVENUES, LOST SAVINGS, LOST PROFITS, OR ANY OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY BUSINESS RELATING TO OR ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED (ABSENT MALICIOUS INTENT), WHETHER OR NOT YOU OR COMPANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. DISPUTE RESOLUTION. Unless otherwise agreed in writing by the parties, the sole, exclusive and proper venue for any dispute arising in connection with this Agreement shall be settled by arbitration in accordance with the Rules of Arbitration of the American Arbitration Association (“AAA”) by a single arbitrator appointed in accordance with such Rules. The arbitration proceeding shall take place in Alameda County, California. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Fees and expenses of arbitration and the reasonable attorneys’ fees of the substantially prevailing party shall be assessed by decision of the arbitrator against the non-prevailing party. The arbitrator is directed to impose sanctions against any party determined by the arbitrator to have unreasonably delayed or prolonged the arbitration and may also direct the terms of payment of any such sanctions, costs and fees.
11. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, United States of America.
12. NO PARTNERSHIP; INDEPENDENT CONTRACTOR STATUS. This Agreement does not create a partnership or joint venture relationship. Except as expressly provided herein, Affiliate does not have authority to enter into contracts on the Company’s behalf. Affiliate represents and warrants that they meet the qualifications for classification as an independent contractor of the Company under California Labor Code § 2750.3(b)(5) and California Unemployment Insurance Code § 650, and, in reliance on Affiliate’s representations and warranties to this effect, the parties agree that Affiliate is an independent contractor of Company.
13. ENTIRE AGREEMENT; SEVERABILITY. This Agreement constitutes the entire agreement between the parties. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.
14. FORCE MAJEURE. Company shall not be liable for any costs, damages, delays or non-performance under this Agreement caused by or arising out of an Act of God or other major event beyond its control, including, but not limited to, a natural disaster, pandemic or computer virus, or act of terrorism, war or governmental action. Insofar as compliance is not permanently impossible as a result of a force majeure event, Company’s obligations are suspended until the conditions constituting the Act of God are lifted.
15. AMENDMENT. This Agreement shall not be amended or modified except by a writing signed by duly authorized representatives of the parties.
16. ASSIGNMENT; SUCCESSORS. Affiliate shall have no right to assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Company. This Agreement is binding on and will inure to the benefit of the respective successors, assigns, and personal representatives of the parties.