Scrum-Master.org (part of Leading Change) Affiliate Program Terms and Conditions
Leading Change
Address: 7 Avenue Jean Jaures, 91600 Savigny sur Orge, France
SIRET: 97941236800016
Program Website: partner.scrum-master.org
Introduction
Welcome to the Leading Change Affiliate Program. This program is designed to collaborate with affiliates to promote Leading Change’s online courses and Agile Certification exams, available through scrum-master.org. Participation in this program is subject to the following Terms and Conditions, which govern the relationship between Leading Change (hereafter "we" or "us") and the affiliate (hereafter "you").
1. Program Enrollment
1.1 Eligibility: To join our Affiliate Program, you must apply at partner.scrum-master.org and agree to these Terms and Conditions. We reserve the right to accept or reject any application at our sole discretion.
1.2 Affiliate Account: Upon acceptance, you will create an affiliate account where you can access promotional materials, track your performance, and manage payment preferences.
2. Definitions
"Affiliate": An individual or entity that promotes our products or services in exchange for receiving commissions.
"Commission": The financial compensation we pay you for direct sales generated through your affiliate links.
"Confidential Information": Any proprietary information, trade secrets, and data disclosed during your participation in the Affiliate Program.
"Customer": An individual or entity that purchases Leading Change products or services through an affiliate link.
"Affiliate Link": A unique URL provided to you that tracks the referral of Customers to our site.
3. Obligations of the Affiliate
3.1 Promotional Activities: As an affiliate, you agree to conduct promotional activities in a professional and lawful manner. You shall not engage in any deceptive, misleading, or unethical practices and shall not make any guarantees or representations concerning the products or services not authorized by Leading Change.
3.2 Website Compliance: Your website, social media, and any promotional channels used must comply with all European Union laws, including but not limited to e-commerce regulations, the General Data Protection Regulation (GDPR), and consumer protection laws. This includes, but is not limited to, providing clear privacy policies, cookie consent mechanisms, and transparent marketing communications.
3.3 GDPR Compliance and Data Privacy & Security: As an affiliate, you are required to ensure full compliance with the General Data Protection Regulation (GDPR) and all other applicable data protection laws in your promotional efforts. This includes, but is not limited to, implementing appropriate security measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage. You must obtain explicit consent from individuals before collecting their data, ensure their rights are protected according to GDPR, and securely process and store personal data. In the event of a data breach, you are obliged to promptly notify Leading Change and cooperate fully to mitigate any potential damage. Your promotional activities must adhere to these privacy and security standards to safeguard the confidentiality and integrity of personal data obtained in the course of your affiliate activities.
3.4 Use of Affiliate Links: You must ensure that all affiliate links are appropriately tagged and that you do not manipulate the tracking and reporting functionalities provided by Leading Change. This includes ensuring that cookies are used in compliance with the ePrivacy Directive and GDPR, providing clear notice, and obtaining consent where necessary.
3.5 Intellectual Property: You agree to respect the intellectual property rights of Leading Change and third parties. This means you cannot use copyrighted materials without permission, except for the promotional materials we provide through the affiliate program.
3.6 Reporting and Transparency: You agree to accurately report your traffic, referrals, and sales using the tools provided by Leading Change and to provide any additional information upon request to verify the compliance and effectiveness of your promotional activities.
3.7 Prohibited Activities: The following activities are strictly prohibited and may result in immediate termination of the affiliate agreement and forfeiture of any accrued commissions:
Spamming or unsolicited mass email marketing.
Promoting Leading Change products or services on sites containing or promoting illegal activities, hate speech, pornography, or content that is generally deemed offensive or not in good taste.
Attempting to defraud Leading Change or customers using misleading or fraudulent practices.
3.8 Modification and Notification of Changes: Leading Change reserves the right, at its sole discretion, to update, change, or replace any part of these Terms and Conditions by posting updates and changes to the program website. It is the Affiliate's responsibility to check the website periodically for changes. Your continued participation in the Affiliate Program following the posting of any changes to these Terms and Conditions constitutes acceptance of those changes.
3.9 Non-Compete Clause: During the term of this Agreement and for a period of 12 months thereafter, the Affiliate agrees not to directly or indirectly engage in any business activities that compete with Leading Change's products or services. This includes the creation or promotion of products or services that are similar to or compete with those offered by Leading Change.
4. Commissions and Payments
4.1 Commission Structure: Commissions will be earned on sales to customers who purchase through your properly tagged affiliate links, according to the commission structure specified at the time of your enrollment in the Affiliate Program. Leading Change reserves the right to modify the commission structure at any time, with notice provided to you.
4.2 Payment Terms: Commissions earned by affiliates will be eligible for payout once they reach a minimum threshold of 70 euros. Affiliates must submit a payout request along with a valid invoice to initiate the payment process. Payments will be made in Euros (EUR) to the bank account details provided by the affiliate. It is the affiliate's responsibility to ensure that all provided bank account information is accurate and current to facilitate the transfer of funds. Affiliates are responsible for any banking fees or charges that may apply to the transaction.
4.3 Tax Compliance: You are responsible for any taxes applicable to the commissions you earn under the program. Leading Change will not withhold or pay any taxes on your behalf. You may be required to provide Leading Change with documentation (such as a W-8 or W-9 tax form, depending on your location) to facilitate tax compliance.
4.4 Payment Disputes: Should you dispute any payment made under the program, you must notify Leading Change in writing within 30 days of receiving that payment. Failure to notify Leading Change within this timeframe will result in the waiver of any claim relating to the disputed payment.
4.5 Clarification of “Direct Sales”: For the purposes of commission eligibility, 'direct sales' are defined as sales of Leading Change's products or services made through the Affiliate's unique affiliate link that are not subject to returns, chargebacks, or disputes within 30 days of purchase. Leading Change reserves the right to adjust commission payments for any sales that do not meet these criteria."
5. Intellectual Property
5.1 License: Leading Change grants you a non-exclusive, non-transferable, revocable right to use our trademarks, trade names, logos, and other intellectual property solely for the purpose of promoting our products and services within the Affiliate Program. You agree not to alter, modify, or change these materials in any way without our prior written consent.
5.2 Protection and Compliance: You must ensure that all use of Leading Change's intellectual property complies with any guidelines provided and that you do not engage in any activity that diminishes the value of those intellectual properties or infringes upon any intellectual property rights.
5.3 Notification of Infringement: If you become aware of any unauthorized use of Leading Change's intellectual property or any infringement claims related to your promotional activities, you must immediately notify Leading Change in writing.
6. Confidentiality
6.1 Confidentiality Obligation: Throughout the duration of this Agreement and for five years thereafter, you agree to maintain the confidentiality of all Confidential Information disclosed to you by Leading Change. Confidential Information includes, but is not limited to, business strategies, marketing plans, customer lists, technical data, and any other information marked as confidential or reasonably considered confidential given the nature of the information and the circumstances of disclosure.
6.2 Permitted Use: You may use Confidential Information solely for the purpose of fulfilling your obligations under this Agreement. You must take all reasonable steps to prevent unauthorized access, disclosure, duplication, or misuse of Confidential Information.
6.3 Exclusions: The obligations of confidentiality do not apply to information that (a) becomes publicly known through no fault of yours; (b) was independently developed by you without the use of or reference to Confidential Information; or (c) is required to be disclosed by law or court order, provided that you give Leading Change prompt notice of such requirement.
7. Data Protection
7.1 Compliance with Data Protection Laws: Both parties will comply with all applicable data protection laws in the processing of data under this Agreement, including the GDPR. You are responsible for ensuring that your collection, use, and disclosure of personal data obtained in connection with the Affiliate Program complies with all such laws.
7.2 Data Processing Agreement: Where applicable, the parties will enter into a separate Data Processing Agreement to address the specific requirements of the GDPR and any other relevant data protection laws, including provisions related to data subject rights, data breaches, and security measures.
8. Termination
8.1 Right to Terminate: Either party may terminate this Agreement at any time, with or without cause, by giving thirty (30) days written notice to the other party.
8.2 Effects of Termination: Upon termination, you must immediately cease using all promotional materials, Affiliate Links, and Leading Change's intellectual property. Any outstanding commissions earned up to the date of termination will be paid during the next billing cycle, subject to the terms set forth in this Agreement.
8.3 Survival: Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Data Protection), 8.2 (Effects of Termination), and 9 (Limitation of Liability) shall survive the termination of this Agreement.
8.4 Termination for Inactivity: Leading Change reserves the right to terminate an Affiliate account due to inactivity. If an Affiliate has not generated any sales or actively promoted Leading Change's products or services for a period of 6 months, Leading Change may terminate the account with 30 days' prior written notice.
9. Limitation of Liability
9.1 Exclusion of Liability: Leading Change will not be liable for any indirect, special, incidental, or consequential damages, or any loss of revenue, profits, or data arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages.
9.2 Liability Cap: Our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.
10. General Provisions
10.1 Amendments: We may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate Program rules.
10.2 Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of France, without regard to the conflicts of laws principles thereof.
10.3 Dispute Resolution: Any disputes arising out of or related to this Agreement shall be resolved by arbitration in France, in accordance with the rules of the International Chamber of Commerce.
10.4 Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the Affiliate Program and supersedes all prior agreements and communications.
10.5 Severability: If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary so that the remainder of this Agreement shall remain in full force and effect.
11. Indemnification Clause
11.1 To safeguard against potential liabilities, the Affiliate agrees to indemnify, defend, and hold harmless Scrum-Master.org (Part of Leading Change), its parent company, subsidiaries, affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise directly or indirectly from the Affiliate's conduct in connection with the Affiliate Program, violation of these Terms and Conditions, or violation of any laws or rights of a third party.
Acceptance
By joining the Scrum-Master (part of Leading Change) Affiliate Program, you affirm that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.
