ProTrainings Partner Program - Terms and Conditions of Use

1. Reseller/Affiliate Program (the "Program"):

Reseller or Affiliate will represent ProTrainings as an authorized Reseller or Affiliate. As such, Reseller or Affiliate will market and promote ProTrainings products as described at http://www.proinfectioncontrol.co.uk/en/courses. Any courses designed by a third party do not qualify for points or commission earned by Reseller or Affiliate. The Program includes all provisions of this Agreement and referenced ProTrainings websites.

2. Revenue Distribution:

(a) Reseller will receive a percentage of revenue generated in the form of a cash distribution (commission) for every course purchased by clientele not reached through the marketing efforts of ProTrainings. The percentage of revenue is explained in detail at referral program site http://www.proinfectioncontrol.co.uk/partner/learn_sales/commission_schedule.

(b) Affiliate will receive a percentage of revenue generated in the form of points for every course purchased by clientele not reached through the marketing efforts of ProTrainings. The point values for each course are identified at http://www.proinfectioncontrol.co.uk/en/partner/learn_user/commission_schedule.

(c) With the exception of revenue distribution method Reseller and Affiliate functions and responsibilities are identical.

3. Term of the Agreement:

The term of this Agreement shall begin when the following items are completed by the Reseller/Affiliate and received and accepted by ProTrainings:

3.1. Completed Reseller/Affiliate Agreement

3.2. Completed United State W9 Tax Form – US Affiliates ONLY

3.3. Completed Direct Deposit Form – Resellers ONLY

4. The Reseller/Affiliate shall not:

4.1. Promote violence;

4.2. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, gender or age;

4.3. Promote illegal activities or activities intended to harass or defame anyone;

4.4. Include “procpr” or variations or misspellings thereof in their domain names; or

4.5. Otherwise violate our intellectual property rights or the intellectual property rights of others; or

4.6. Engage the use of ‘coupon’ web sites to promote the Reseller/Affiliate tracking identifiers. Such web sites include but are not limited to Retailmenot.com, Coupon Mountain, Coupons.com, Savings.com etcetera.

4.7. If we reject your application, you may reapply to the Program at any time. You should also note that if we accept your application and your marketing efforts and/or your Websites are thereafter deemed (at our sole discretion) to be unsuitable for the Program, offensive to us, or inconsistent with our mission statement, we may terminate this Agreement immediately without prior notice.

5. Sales Tracking and Links on Your Website:

We will provide you with guidelines for sales activity and graphic artwork to use in linking to our home page and trainings. To permit accurate tracking, reporting, and commission fee accrual we will provide you with special “tagged” link formats to be used in all links between your Website and our Website. We will also measure completed sales by the use of discount codes provided to you. You must ensure that each of the links between your Website and our Website properly utilizes such special link formats. Links to our Website placed on your Website pursuant to this Agreement and which properly utilize such special link formats are referred to as “Special Links.” You will only earn commissions or points with respect to activity on our Website occurring directly through Special Links and/or discount codes. We will not be liable to you with respect to any failure by you to use Special Links and/or discount codes, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

6. Restrictions and Prohibited Activity for Reseller and Affiliate Website(s)

6.1. You may not:

6.1.1. Purchase or register search engine keywords, AdWords, search terms or other identifying terms or domain names that include the words “ProCPR” or “ProTrainings” or any variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. Specifically, this policy prohibits You from bidding on:

6.1.1.1. Any form of our trademarks, “ProCPR”, “ProCPR.org” or any keyword string that includes these terms, for example, “procpr certification”, “procpr card”, etc.;

6.1.1.2. Variations or misspellings of our trademarks; for example “pro cpr”, “pro-cpr”, www.procpr.org, etc.; or

6.1.1.3. Any form of our trademarks or variation or misspelling thereof in connection with foreign country or other domain extensions.

6.1.2. Dilute, blur or tarnish the value of our trademarks, and/or products and services. (For example, you are not allowed to say that you offer better and/or more promotions, products and services than ProCPR.org.);

6.1.3. Misrepresent ProTrainings’s brands including our URL, logos, trademarks and trade names;

6.1.4. Engage in or unsolicited commercial advertising emails;

6.1.5. Cause or enable any sales to be made that are invalid or not in good faith, including, but not limited to, by means of any device, program, robot, Iframes, hidden frames or redirects;

6.1.6. Establish or cause to be established any promotion that provides any rewards, points or compensation for sales, or that allows third parties to place Links to our Website or our Website content, without prior written permission;

6.1.7. Use any existing or future software products or services (including without limitation any computer programming code that is an add-on or bundled with any browser or other host application) that will replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner the Web user’s access, view or usage of, or other aspect of the Web user’s experience at the Website of any affiliate of ours in a manner that causes or otherwise results in a different experience from what was otherwise intended by our affiliate; or

6.1.8. Use any existing or future software products and services that will block, alter, direct, redirect, substitute, insert, append itself to, or otherwise intercept or interfere in any manner with any click through or other traffic-based transaction that originated from the Website of any affiliate of ours with the result of reducing any compensation or other payment earned by or owing to such affiliate. In addition to the foregoing, you must also abide by the provisions of the rules set forth at the end of this agreement concerning Press Releases and Other Communications, Other Website Promotion, Using Our Trademarks and Paid Search Listings. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities or violated any of our rules, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement. If we are required to enforce any of the foregoing restrictions, you will be obligated to reimburse us for any attorneys’ fees reasonably incurred in connection therewith.

7. Policies And Pricing

7.1. Customers who buy products through this Program will be deemed to be customers of ProTrainings. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your Website, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. Please review our Rules Regarding Press Releases and Other Communications. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that ProTrainings supports, sponsors, endorses or contributes money to any charity or other cause).

8. Limited License

8.1. We grant you a nonexclusive, non-sub-licensable, worldwide right to reproduce and use all graphic images and other materials provided to you, solely for the purpose of creating Links connecting your Website to our Website and promoting our products for sale. These product images must be served by our Website and cannot be used in any form other than the form provided by us.

9. Sub-Contracting Limitations

9.1. You may not sub-contract with any other party to fulfill any of your obligations or services under this Agreement, or directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) to market on behalf of ProTrainings under your name or associated business without prior approval from ProTrainings. If we determine, in our sole discretion, that you have violated the terms of the preceding sentence, we may (without limiting any other rights or remedies available to us) withhold any commission fees otherwise payable to you under this Agreement and/or terminate this Agreement.

10. Responsibility For Your Website

10.1. You will be solely responsible for the development, operation, and maintenance of your Website and for all materials that appear on your Website. For example:

10.1.1. The technical operation of your Website and all related equipment;

10.1.2. The accuracy and appropriateness of materials posted on your Website (including, among other things, all Product-related materials);

10.1.3. Ensuring that materials posted on your Website do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); and

10.1.4. Ensuring that materials posted on your Website are not libelous or otherwise illegal

11. Resale And Special Incentive Restrictions

11.1. You may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your Website to access our Website (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your Website to access our Website). If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, we may (without limiting any other rights or remedies available to us) withhold any commission fees otherwise payable to you under this Agreement and/or terminate this Agreement.

12. Representations and Warranties

12.1. You hereby represent and warrant to us as follows:

12.1.1. This Agreement constitutes your legal, valid, and binding obligation, enforceable against your in accordance with its terms.

12.1.2. The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby shall not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your bylaws or certificate of incorporation, operating agreement or articles of organization, or other governing documents, (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

12.1.3. You are the sole exclusive owner of your trademarks, names and logos and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and shall not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

12.1.4. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

13. Term of This Agreement

13.1. The term of this Agreement will begin upon our acceptance of your Program Application (per section 3 above) and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.

13.2. Upon the termination of this Agreement for any reason, you will immediately take any and all actions necessary to cease all marketing efforts that constitute a connection between us and you including, without limitation, ceasing to use, and removing from your Websites and/or marketing materials, all links to our Website, product images from our database, and any of our trademarks, trade dress or logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

13.3. You are only eligible to earn commission fees on Qualifying Revenues occurring during the term of this Agreement, and commission fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

14. Rules

14.1. We reserve the right in our sole discretion to modify these rules at any time. We reserve the right to take action against any use that does not conform to these rules.

14.2. Rules Regarding Press Releases And Other Communications (Including All Communications On Your Website Or Via Other Media). The following rules apply to any press release or other communication that you may issue in connection with your participation in the Program, as well as to any other promotion of (or on) your Website.

14.2.1. Any communication must accurately identify that you are participating in the " ProTrainings Reseller Program or ProTrainings Affiliate Program." (or use "ProTrainings Reseller/Affiliate Program"

14.2.2. Any communication must clearly and accurately describe the nature of your participation in the ProTrainings Reseller Program or ProTrainings Affiliate Program. Your communication must not create confusion or misrepresent the nature of your or any other participant's participation in the ProTrainings Reseller/Affiliate? Program. You may, without our prior consent, say the following in any communication: a. that you have become a ProTrainings Reseller/Affiliate, and/or b. that you have joined or become a member of the ProTrainings Reseller/Affiliate Program. You must obtain our prior written consent to use any other description of your participation in the ProTrainings Reseller/Affiliate Program or of the Program itself, which we may give or withhold at our sole discretion. If you seek such consent, please submit the entirety of your proposed press release to us by email at affiliates@procpr.org or sales@protrainings.com for review.

14.3. Rules Regarding Other Website Promotion

14.3.1. To protect the integrity of the reputation of our other affiliates as well as the ProTrainings and ProCPR brand name, you may not promote your Website via certain forms of indiscriminate advertising, commonly referred to as "spamming." Accordingly, you may not promote your Website via postings to non-commercial newsgroups or cross-postings to multiple newsgroups at once.

14.3.2. Notwithstanding the foregoing, you may promote your Website via mailings to recipients who are already customers or subscribers to your Website's services, provided that the recipients have the option to remove themselves from future mailings and that you otherwise comply with all applicable laws of your jurisdiction. Further, you may promote your Website via newsgroup postings to newsgroups that specifically welcome commercial messages (when in doubt, consult the newsgroup FAQ or moderators to be sure that such a message is acceptable in that newsgroup).

14.3.3. In all promotion, you must clearly represent yourself and your Website as entities independent from ProTrainings, ProTrainings affiliated companies, the ProCPR.org Website, and any of ProTrainings’s affiliated companies’ Websites.

14.3.4. Generally, in any forum or media, you must honor the advertising practices and restrictions that are commonly considered acceptable by its readers. ProTrainings reserves the right at its sole discretion to modify the foregoing rules at any time. ProTrainings reserves the right to take action against any person or entity that does not conform to these rules.

14.4. Rules Regarding Use of Our Trademarks

14.4.1. These guidelines apply to your use of the ProCPR™ trademark (the "Trademark") in materials that have been approved in advance by ProTrainings.

14.4.2. You may use the Trademark solely for the purpose authorized by ProTrainings.

14.4.3. You may not alter the Trademark in any manner. For example, you may not change the proportion, color, or font of the Trademark.

14.4.4. You may not display the Trademark in any manner that implies sponsorship, endorsement by ProTrainings, outside of your involvement in the Program.

14.4.5. You may not use the Trademark to disparage ProTrainings, its products or services, or in a manner which, in ProTrainings’ reasonable judgment, may diminish or otherwise damage ProTrainings goodwill in the Trademark.

14.4.6. Each Trademark must appear by itself, with reasonable spacing (at least the height of the Trademark) between each side of the Trademark and other graphic or textual elements.

14.4.7. You acknowledge that all rights to the Trademark are the exclusive property of ProTrainings, and all goodwill generated through your use of the Trademark will inure to the benefit of ProTrainings.

14.5. Rules Regarding Paid Search Listings

14.5.1. The goal of our paid search rules is to ensure that affiliates follow the most recent search engine guidelines in a manner that does not conflict with our paid search program.

14.5.2. You may not represent you or your Website as ProCPR.org, ProTrainings.com, or any other website operated by ProTrainings.

14.5.3. You may not use or display www.proinfectioncontrol.co.uk or variations thereof in either the copy/advertisement or the display URL. Variations include foreign country or other top-level domain extensions.

14.5.4. You must follow common search engine guidelines, such as: (a) your display URL must match the ultimate actual destination URL; (b) you may not frame our website as a landing page; or (c) you may not create “redirects” or “jump pages” that immediately direct to our website.

14.5.5. You shall not purchase or register search engine keywords, AdWords, search terms or other identifying terms that include the word "ProCPR" or any variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. Specifically, this policy prohibits you from bidding on:

14.5.5.1. Our trademark, "ProCPR" and “ProCPR.org” and any keyword string that includes these terms, for example, "procpr certificate", "procpr card", etc.;

14.5.5.2. Variations of our trademarks such as: "pro cpr", "pro-cpr", "www.procpr.org", etc.; or

14.5.5.3. Any form of our trademarks or variation or misspelling thereof in connection with foreign country or other domain extensions.

14.5.6. All promotions or claims reflected in your copy/advertisement must be accurate at any time that the ad in running.

15. Modification

15.1. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our Website. Modifications may include, for example, changes in the scope of available commission fees, commission percentage schedules, payment procedures, and Program rules. In the event of substantive changes to the terms of this agreement, you will be contacted by email. Substantive changes include changes in the commission percentage schedule. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the program following our posting of a change notice or new agreement on our Website will constitute your binding acceptance of the change or new agreement.

16. Relationship of Parties

16.1. You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Website or otherwise, that reasonably would contradict anything in this Agreement.

17. Marketing Support Materials and Responsibilities

17.1. As a reseller of this Program, we agree to support your endeavors to the best of our ability and if determined by us to be appropriate, supply you with the necessary materials required to accurately reflect and market the Program. Those materials may, but are not limited to include all marketing material, web cameras, audio headsets, manikins and any software we deem to be required to allow you to perform your duties. Upon termination of this contract ProTrainings has the right to ask for the return of said items or charge you for them (ProTrainings will determine the value of each item). Failure to comply with these terms may result in lost commissions commensurate with the value of said product.

18. Limit of Liability and Indemnification

18.1. Limit of Liability We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commission fees paid or payable to you under this Agreement within the last six (6) months.

18.2. Indemnification You hereby agree to indemnify and hold harmless ProTrainings and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (a) any claim that your use of any trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (c) any claim related to your Website, including, without limitation, content therein not attributable to us.

19. Disclaimers

19.1. We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

20. Independent Investigation

20.1. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS AND CONDITIONS OR HAVE SOUGHT INDEPENDENT LEGAL COUNSEL TO ADVISE YOU ABOUT ITS TERMS AND CONDITIONS, AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU ALSO UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. IN ADDITION YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

21. Miscellaneous

21.1. Governing Law This Agreement will be governed by the laws of the United Kingdom, without reference to rules governing choice of laws. The Parties hereby agree to binding arbitration in the United Kingdom in the event of a dispute. Any subsequent action relating to this Agreement must be brought in the federal courts located in Colchester, Essex, UK, and you irrevocably consent to the jurisdiction of such courts.

21.2. Assignment You may not assign this Agreement to another, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the Parties and their respective successors and assigns.

21.3. Waiver Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

21.4. Enforceability If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision will be enforced to the fullest extent that it is valid and enforceable under applicable law. All other provisions of this Agreement shall remain in full force and effect in accordance with its terms.

22. Entire Agreement

This Agreement sets forth the entire understanding between the Parties in regard to the subject matter hereof and cannot be modified except by a written document signed by the Party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.