Legal Agreements

Distribution Rights

Please make sure that you are reading the whole agreement. That you understand the agreement. And that you are willing to comply with the terms of the agreement. This is agreement is up-to-date as of August 25th, 2024. (08-25-2024)

Legal Agreement


AFFILIATE PROGRAM AGREEMENT:

This agreement (“Agreement”) is between you (the “Affiliate” and “you” and “your”)and us (“Changing Courses 11” and “Roadmap Exclusive”) (collectively referred toas “The Parties”) and governs your participation in the Roadmap Exclusive AffiliateProgram (“Affiliate Program”). The terms and conditions herein ensure the mutualsuccess and understanding of The Parties.1. NATURE OF PARTNERSHIP. The Affiliate is deemed an independentcontractor per this Agreement. Nothing in this Agreement shall be construedto create a partnership, joint venture, or employment relationship of any kindbetween the Parties. The Affiliate is solely responsible for all taxes,withholdings, fees, or other statutory or contractual obligations incurredunder this Agreement. The Affiliate does not have the power or authority tocontract or bind Changing Courses 11, LLC in any way.2. NON-EXCLUSIVITY. This Agreement creates a non-exclusive relationshipbetween the Affiliate and Changing Courses 11. The Affiliate shall have theright to work with other products or be an affiliate of other companies.Changing Courses 11 shall have the right to work with other affiliates inconjunction with the Roadmap Exclusive course and any other productrelated to.3. AFFILIATE PROGRAM. Changing Courses 11 operates an affiliatemarketing program (“Affiliate Program”) that allows third party Affiliates toadvertise, promote, and market Changing Courses 11’s product, the RoadmapExclusive, in accordance with the terms of this Agreement. In exchange foradvertising, promotion, and marketing, Affiliates are paid a commission onsales of the Roadmap Exclusive generated by the Affiliates.The Affiliate Program is hosted through searchie.io, a third-party platformused to manage and sell the Roadmap Exclusive courses. Affiliates may berequired to sign up for their own account on searchie.io in order to access theRoadmap Exclusive courses and may be subject to separate terms andconditions for their use of searchie.io, its website, and its services.Changing Courses 11, LLC is partnered with Stan Store, an affiliate platformthat will house the Affiliate Program. Stan Store will be responsible foractions including, but not limited to, tracking affiliate sales and earnings and2processing and paying out earned commissions. Affiliates may be subject toseparate terms and conditions for their use of Stan Store, its website, and itsservices.Upon joining the Affiliate Program, Affiliates will be given a link in whichthey can use to advertise, promote, and market Roadmap Exclusive. When acustomer purchases Roadmap Exclusive through the Affiliate’s link, it will betracked and attributed to the Affiliate through Stan Store according to theirterms and conditions and commissions earned will be paid out to Affiliate perSection 4 of this Agreement.4. COMMISSIONS AND PAYMENTS. The Affiliate Program is a Pay-Per-Sale commission structure; Affiliates earn a commission for each salegenerated through their affiliate link. Affiliates will earn a one-time salecommission rate equal to 80% of the purchase price of Roadmap Exclusive.An Affiliate becomes eligible to receive a commission when the customer hascompleted the purchase of Roadmap Exclusive. Commissions are consideredearned once the refund period has lapsed and payment to the Affiliate hasbeen processed.Sales of the Roadmap Exclusive and commissions earned by Affiliates areprocessed by Stan Store. Commissions earned will be split at the time of saleand held per the terms and conditions of Stan Store.Changing Courses 11 offers customers a three (3) day buyer’s remorse periodfor Roadmap Exclusive in which the customer can submit a request for arefund if the product does not live up to the standards expected. If acustomer’s refund request is granted, the Affiliate will not earn commissionfor that sale. Initiating chargebacks may be considered fraudulent if initiatedafter the refund period has expired. Please refer to Changing Courses 11,LLC’s Refund Policy for any questions or concerns related to refunds.5. LINK AND BRAND PROMOTION TERMS. Affiliates agree to thefollowing terms and conditions in their advertising, marketing, andpromotion of their affiliate link and the Roadmap Exclusive brand:a. Affiliates shall not make income or lifestyle claims of any kindincluding, but not limited to, claims of how much income the Affiliatehas derived from the Affiliate Program, items, experiences, or servicesAffiliate was able to purchase using income derived from the AffiliateProgram, or any other advertising, marketing, or promotion related to3monies or lifestyle associated with income derived from the AffiliateProgram. This undermines the integrity of Roadmap Exclusive andthe mission of Changing Courses 11, LLC to encourage customers tobuild something of value rather than chasing a particular income orlifestyle.b. Affiliates shall not advertise, promote, or market their affiliate link onimage sharing media websites such as Pinterest, Houzz, Snap, or anysimilar websites.c. Affiliates shall not advertise, promote, or market their affiliate link onany e-commerce websites including, but not limited to, Etsy, Ebay, orShopify.d. Affiliates shall not advertise, promote, or market their affiliate link onany online course platform including, but not limited to, Teachable,Kajabi, or Coursera.e. Affiliates shall not advertise, promote, or market their affiliate link onany website whose terms and conditions expressly prohibit theadvertising, promotion, or marketing of affiliate links.f. Affiliates shall not sell the Roadmap Exclusive in a bundle with anyother digital or physical products without the prior written consent ofChanging Courses 11, LLC.g. Affiliate shall not provide cashback offers or giveback offers of anykind related to their advertisement, promotion, and marketing of theiraffiliate link for Roadmap Exclusive or their participation in theAffiliate Program.6. PROHIBITED USES. Affiliates, and customers of Roadmap Exclusive shallnot participate in acts including, but not limited to, livestreaming, streamingof any kind outside the Roadmap Exclusive Agreement or on any otherplatform, screen recording or filming on any device, or downloading ofRoadmap Exclusive courses without the prior written consent of ChangingCourses 11, LLC.7. AFFILIATE LINK. Changing Courses 11, LLC is not responsible for acustomer clicking on the wrong link or clicking on multiple links. If anAffiliate’s link is not working properly, you will need to visit4changingcourses11.courses and submit a form. Changing Courses 11 doesnot guarantee an Affiliate a response to an inquiry if it is submitted outsideof the applicable form. Changing Courses 11 will do its best to resolveinquiries within 3-5 business days from submission of an inquiry.8. TERM AND TERMINATION.a. This Agreement shall be valid and enforceable for as long as theAffiliate participates in the Affiliate Program or until the Affiliate’sstatus is terminated.b. Either Party may terminate this Agreement without cause by givingfifteen (15) days written notice to the other party.c. Changing Courses 11, LLC may terminate this Agreementimmediately with cause due to events including, but not limited to, (i)your material breach of this Agreement so long as Changing Courses11 provides Affiliate with written notice of material breach andAffiliate does not cure the material breach within ten (10) days ofreceiving notice, (ii) your failure to uphold applicable federal, state, orlocal laws, rules, regulations, or guidelines related to the AffiliateProgram or your advertising, promotion, or marketing of productswithin the Affiliate Program, (iii) your failure to agree to updatedterms and conditions in this Agreement, or (iv) any actions that maynegatively reflect on Changing Courses 11, LLC, its owners,employees, agents, or products.d. If this Agreement was terminated by Changing Courses 11, LLC withcause, the Affiliate may apply for reinstatement by application andproof of cure of the cause for original termination.e. All commission payments due and owed to an Affiliate whoseAgreement has been terminated will be paid out according to Section 4of this Agreement.f. Upon termination of this Agreement, all rights and licenses granted toAffiliate hereunder shall be revoked immediately. Termination of thisAgreement does not relieve either party of any ongoing obligationsunder this Agreement including, but not limited to, confidentialinformation, intellectual property, payment of commissions, and5indemnification.9. DISCLAIMER OF LIABILITY. Changing Courses 11, LLC makes norepresentations or warranties regarding the success of an Affiliate, thenumber of sales an Affiliate may achieve, or the condition or quality of theproduct. Changing Courses 11, LLC does not guarantee any revenues,profits, or successes to its Affiliate.The Affiliate is responsible for all aspects of the development, content,operation, marketing, promotion, advertising or else of its website or platformso long as it is in compliance with the terms and conditions of this Agreementand all federal, state, and local laws, rules, regulations, or guidelines.Changing Courses 11, LLC is not responsible for any claims, damages, orlosses arising out of or related to an Affiliate’s participation in the AffiliateProgram. Affiliate agrees to indemnify and hold harmless Changing Courses11, LLC from any and all third-party claims, liability, damages, expenses,and costs arising from the Affiliate’s participation in the Affiliate Program.10. AFFILIATE REPRESENTATIONS AND WARRANTIES. Affiliaterepresents and warrants that it has all rights, powers, and authority to enterinto this Agreement, that you understand the terms and conditions herein,and that you have the ability to perform the obligations under thisAgreement.Affiliate represents and warrants that its execution of this Agreement and itsperformance herein does not violate or conflict with any other agreement towhich they are a party to or any applicable federal, state, or local laws, rules,regulations, and guidelines.Affiliate represents and warrants that all statements, claims, information,and representations provided to Changing Courses 11, LLC through use ofthe Roadmap Exclusive, participation in the Affiliate Program, and otherwiseare truthful and accurate.Affiliate represents that, where necessary, any required licenses, permits, orother authorizations are in good standing and compliant in accordance withapplicable federal, state, and local laws.Affiliate represents and warrants that they are responsible for stayingcompliant with any federal, state, and local laws, rules, regulations,guidelines, and requirements that apply to participation in the Affiliate6Program.11. CONFIDENTIALITY. “Confidential Information” means any proprietary orconfidential information disclosed by one party (“Disclosing Party”) to theother party (“Receiving Party”) that is either marked “Confidential” orotherwise reasonably understood to be confidential given the circumstancesof the disclosure. Confidential Information includes, but is not limited to,information related to Changing Courses 11 and their product, RoadmapExclusive’s business, operations, products, customers, plans, finances,software, or any other information that is not publicly known but Affiliatehas access to throughout their participation in the Affiliate Program.The Affiliate shall hold the Confidential Information in strict confidence andshall not disclose such information to any third party without the priorwritten consent of Changing Courses 11. Affiliate agrees that a breach ofconfidentiality will leave Changing Courses 11 suffering irreparable injuryand damage in which there is no adequate legal remedy. Affiliate agrees thata breach, or threatened breach, of confidentiality by Affiliate allows ChangingCourses 11 to see injunctive relief or other equitable relief as a remedywithout the necessity of proving actual damages or posting bond.12. INTELLECTUAL PROPERTY. Changing Courses 11, LLC retains allrights and ownership in all intellectual property including, but not limited to,copyrights, patents, trademarks, service marks, trade secrets, confidentialinformation, and other proprietary rights of Changing Courses 11, LLC,Roadmap Exclusive, and any other product owned by Changing Courses 11.This Agreement grants the Affiliate a limited, non-exclusive, non-transferrable license to use the Roadmap Exclusive product within the scopeof the Affiliate Program and the terms of this Agreement. Affiliate may notsub-license any intellectual property covered in this Agreement without theprior written consent of Changing Courses 11, LLC.Affiliate shall not remove any proprietary notices or marks displayed on anyof Changing Courses 11, LLC’s intellectual property or promote or advertisethe Roadmap Exclusive product without any proprietary notices or markspresent on the intellectual property. Changing Courses 11, LLC has the soleright to enforce its intellectual property rights in their intellectual property.Affiliate agrees that infringing on intellectual property rights will leaveChanging Courses 11 suffering irreparable injury and damage in which thereis no adequate legal remedy. Affiliate agrees that intellectual property7infringement by Affiliate allows Changing Courses 11 to see injunctive reliefor other equitable relief as a remedy without the necessity of proving actualdamages or posting bond.13. FTC COMPLIANCE.a. Affiliates shall comply with all applicable federal, state, and local laws,regulations, and policies in connection with participation in theAffiliate Program including, without limitation, any laws, rules, orregulations governed by the Federal Trade Commission and theFederal Trade Commission Act.b. Affiliates agree that any advertising and marketing communicationsand promotions of Roadmap Exclusive or any other Changing Courses11, LLC products within the Affiliate Program will be truthful andcompliant with the FTC’s Guides Concerning the Use of Endorsementsand Testimonials in Advertising. Any deceptive or misleadingadvertising or marketing practices are not endorsed or supported byChanging Courses 11, LLC and shall lead to your termination as anAffiliate per Section 8 of this Agreement.c. Affiliates agree that while advertising and promoting products withinthe Affiliate Program, the Affiliate will clearly and conspicuouslydisclose its relationship with Changing Courses 11, LLC and that theAffiliate is receiving compensation for any purchases made throughtheir advertising, marketing, and promotion of Roadmap Exclusive orany other Affiliate Program products.d. Affiliates shall maintain adequate substantiation to support anyclaims made about Roadmap Exclusive, Changing Courses 11, LLC orany other affiliated product or service. Affiliates shall cooperate withany request made by Changing Courses 11, LLC, customers, orgovernmental agencies to substantiate any claims made by theAffiliate regarding, but not limited to, quality of the product or service,the amount of commission made by the affiliate, the advertising andmarketing practices of the Affiliate, and the relationship between theAffiliate and Changing Courses 11, LLC.e. Changing Courses 11, LLC reserves the right to review, monitor, orotherwise approve any advertising or marketing materials created byand published or intended to be published by the Affiliate. Changing8Courses 11, LLC reserves the right to request changes of Affiliate’smarketing materials for compliance purposes and Affiliate agrees toeither make any requested changes promptly or remove the non-compliant advertising or marketing materials within seven (7) days ofChanging Courses 11, LLC’s request.14. PROPRIETARY RIGHTS. This Agreement does not grant Affiliate alicense to the Roadmap Exclusive product, or any other product created byChanging Courses 11, LLC. Roadmap Exclusive and other Changing Courses11 products are protected by intellectual property rights and belong solely toChanging Courses 11, LLC. Affiliates agree not to copy, sell, distribute,lease, assign, rent, or create derivative works from any Roadmap Exclusivecontent or other products created by Changing Courses 11, LLC. Affiliate useis strictly limited to the promotion and advertising of the Roadmap Exclusiveproduct according to the terms of this Agreement.15. ASSIGNMENT. This Agreement is between the Affiliate and ChangingCourses 11, LLC. The Affiliate agrees not to assign or transfer, whether bygift, merger, sale, control, or otherwise to another person or company withoutthe prior written consent of Changing Courses 11, LLC. Changing Courses11, LLC has the right to assign this Agreement to another person or companyby way of gift, merger, sale, transferring control, or otherwise.16. GENERAL PROVISIONS.a. AMENDMENT. Changing Courses 11, LLC may update and changeany part or all of this Agreement, including and up to replacement inits entirety. If an update or change to this Agreement is made, theupdated Agreement will be made available to you and will becomeeffective on the next business day after you have been notified of thechange. The date of the updated Agreement will become the neweffective date of the Agreement. If an Affiliate does not agree to theterms of the updated Agreement, the Affiliate can choose to terminatethe Agreement per the terms of the Agreement.b. APPLICABLE LAW. This Agreement shall be construed andgoverned by the laws of the State of Tennessee. If either partyinitiates an action in connection with this Agreement, the exclusivejurisdiction and venue shall be in either the Circuit Court forWilliamson County, Tennessee, or the United States District Court for9the Middle of Tennessee.c. DISPUTE RESOLUTION. Should a dispute arise in connection withthis Agreement, and after a good-faith attempt by the Parties or theirrespective agents to resolve such dispute, the Parties agree to attendmediation in accordance with Tennessee Supreme Court Rule 31 beforecommencing any further legal proceedings.Mediation will be governed by a Rule 31 Mediator and held inWilliamson County, Tennessee within thirty (30) days of notice ofmediation being given to a party unless otherwise agreed to, inwriting, by the parties. The Parties shall share the cost of mediationevenly.If the parties cannot agree on a mediator within ten (10) days of noticeof mediation being given to a party, the parties must notify a court ofcompetent jurisdiction and the court shall nominate a Rule 31Mediator according to Tennessee Supreme Court Rule 31, Section 4(b).d. FORCE MAJEURE. Neither party shall be liable for any failure ordelay in performance under this Agreement due to causes, includingbut not limited to, acts of God, acts of civil or military authority, fires,epidemics, floods, earthquakes, riots, wars, sabotage, third partyindustrial disputes, pandemics, electrical, internet, ortelecommunications outages, and government actions that are beyondthe reasonable control and without the fault or negligence of eitherParty. Each Party will make reasonable efforts to mitigate the damageas a result of such an event.e. SEVERABILITY. In the event any part of this Agreement isdetermined to be invalid or unenforceable by a court of competentjurisdiction or applicable law, then the invalid or unenforceableprovision will be superseded by a valid or enforceable provision thatmost closely mirrors the intent of the original and the remainder of theAgreement shall be deemed to be in full force and effect.f. INDEMNIFICATION. Affiliate agrees to indemnify, defend, and holdharmless Changing Courses 11, LLC against any third-party action orproceeding brought against us, our officers, employees, agents, owners,licensors, and affiliates by a third party not affiliated with ChangingCourses 11, LLC to the extent that the action or proceeding arises out10of your participation in the Affiliate program, your negligence, yournoncompliance with this Agreement or applicable laws, or any otheractions done by you or your agents. You or your agents shall notaccept any settlement that imposes any obligation or liability ontoChanging Courses 11, LLC or requires us to make an admission,perform any action, or pay any settlement without the prior writtenconsent of Changing Courses 11, LLC.g. COSTS AND EXPENSES. In the event it becomes reasonablynecessary for Changing Courses 11 to institute any legal proceedings,litigation, mediation, or other dispute resolution of any kind to enforceits provision(s) of this Agreement, Changing Courses 11 shall beentitled to a judgement for its reasonable attorney’s fees, expenses,and costs if it is the prevailing party in any such legal proceedings,litigation, mediation, or other dispute resolution of any kind.h. NOTICES. Notices will be sent to the contact addresses set forthherein and will be considered delivered upon receipt:To Changing Courses 11, LLC: 725 Cool Springs Boulevard, Suite 600,Franklin, TN 37067.To you: The address provided in our affiliate account information foryou along with electronic notice being delivered to you via the emailaddress on record in our account information for you.i. ENTIRE AGREEMENT. This Agreement is intended to be the entireagreement between the Affiliate and Changing Courses 11, LLC. ThisAgreement supersedes any prior agreement between the partiesrelated to the subject matter herein. The terms of this Agreement areintended to be the only terms of the Agreement between the partiesand proposed changes to current terms or additional or differentproposed terms will not be considered or accepted by ChangingCourses 11.j. AUTHORITY. Each party represents and warrants that they have thefull power and authority to enter into this Agreement and that it isbinding upon each party and enforceable according to the terms herein.