Last Updated Date: October 18, 2024
Batia Infotech
3101 Ocean Park Blvd Ste 100 PMB 187
Santa Monica, California 90405, USA
These ProProfs Affiliate Program Terms (“Agreement”) contain the complete terms and conditions that apply to your participation as an affiliate in the ProProfs affiliate program (the “Affiliate Program”), and governs the placement of affiliate links to www.ProProfs.com, Batia Infotech associated websites, and other websites that link to this Agreement, including but not limited to: ProProfsTraining.com, ProProfsChat.com, ProProfsDesk.com, ProProfsProject.com, ProProfsKB.com, ProProfsSurvey.com, Picreel.com, BIGContacts.com, Qualaroo.com, PeopleGoal.com, and WebinarNinja.com (collectively, the "Sites"). As used in this Agreement, "we", "us", "our", “Company”, “ProProfs”, or “PROPROFS” means Batia Infotech; and "you" or "your" means you, the applicant or affiliate. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BATIA INFOTECH. BY SUBMITTING YOUR APPLICATION TO PARTICIPATE IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE INDICATING YOUR EXPRESS ACCEPTANCE OF THIS AGREEMENT. YOU AGREE TO BE BOUND BY THE TERMS HEREOF.
Enrollment in the Affiliate Program shall be managed through a third-party affiliate service provider, such as First Promoter and Impact (the "Third Party Provider”). ProProfs may change the Third Party Provider at any time, in its sole discretion. Continued participation in the Affiliate Program will constitute acceptance of any new terms and conditions associated with the new service provider. Such Third Party Provider is used to administer the Affiliate Program, including but not limited to tracking referrals, reporting sales, and processing payments to affiliates. Any interactions, transactions, or communications between you and any Third Party Provider are solely between you and the Third Party Provider. Affiliates agree that the Third Party Provider may collect and use data for the purposes of administering the Affiliate Program, and such use shall be governed by the provider’s privacy policy. ProProfs makes no representations or warranties regarding, and disclaims all responsibility and liability for, the quality, content, functionality, privacy practices, or accuracy of any Third Party Provider’s service. You agree that ProProfs shall not be liable for any damages, losses, or claims arising from or related to your use of, or engagement with, any Third Party Provider. Your access and use of Third Party Provider’s Services are at you own risk, and any such service may be governed by the terms and conditions and privacy policies of such Third Party Provider, to which you agree to be bound.
To begin the enrollment process, you will submit a completed affiliate application through a Third Party Provider. Once your application has been approved, you will receive your affiliate code and referral links to allow you to start marketing the ProProfs services or one or more Sites. We may reject your application for any reason, or no reason at all, in our sole discretion.
Your affiliate links to a Site (“Affiliate Links”) are accessible via the password-protected affiliate administration area of the Affiliate Program portal (the “Portal”). Failure to use any Affiliate Link exactly as it is provided to you via the Portal may result in you not receiving credit for referrals. Affiliate Links may be made available to you as banners, button links, and/or text links. You are responsible for all use of your Affiliate Links, whether by you or a third-party.
All websites, social media profiles, email addresses, phone conversations, and other mediums you use to promote a ProProfs service or Site (collectively, “Affiliate Sites”) shall display such Affiliate Links in accordance with our Affiliate Link display policies. ProProfs may require you to change how you display an Affiliate Link and/or change the associated Third Party Provider at ProProf’s sole discretion. You shall not alter, modify, or expand any Affiliate Link without our written consent. You may not alter the look, feel, or functionality of any Site. We have the right to monitor your Affiliate Site(s) and from time to time to determine if you are in compliance with the terms of this Agreement and our Affiliate Link display policies and to require you to modify your Affiliate Site(s) at our sole discretion. You must place the appropriate copyright and trademark notices on your Affiliate Site(s).
You are allowed to use the prices of the ProProfs services and/or StudioPress themes on your Affiliate Site but you are responsible for keeping your information on pricing up-to-date as ProProfs from time to time will post specials, discounts, or change product and/or service pricing in our sole discretion. You are strictly prohibited, absent prior written consent of ProProfs, from placing Affiliate Links in third party newsgroups, message boards, IRC postings, unsolicited email and other types of spam, link farms, counters, chatrooms, or other guest books. You are strictly prohibited from forcing clicks. You acknowledge that you are the owner and operator of your Affiliate Site(s) and have no ownership interest in ProProfs or any of its property, intellectual or otherwise. In order to avoid consumer confusion as to source and affiliation, you must include an affiliate disclosure on web pages where you place your Affiliate Link(s). Your affiliate disclosure must, at a minimum, include the following: a. disclose that links on your Affiliate Site may be affiliate links; and b. disclose that you earn commissions from links on your Affiliate Site.
We will process orders placed by customers who follow Affiliate Links from your Affiliate Site(s). We reserve the right to reject orders that do not comply with certain requirements that we periodically may establish, and you will not be eligible for commissions on orders we reject. We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping and handling, cancellations, returns and related customer service. We will track the volume and amount of sales generated by your Affiliate Links and will make unaudited reports available for your review through the affiliate administration section of your affiliate account on the Portal. The form, content, and frequency of the reports may vary from time to time at our discretion.
Commissions on trackable online sales made at a Site via an Affiliate Link are paid at a rate (the “ProProfs Commission Rate”) either agreed upon between you and authorized representatives of ProProfs in writing, or determined by ProProfs upon acceptance of your Application. Commissions will be earned only for paying customers referred via an Affiliate Link that maintain their ProProfs service subscription beyond 60 days and are not past due with any billing on their account. Notwithstanding the foregoing, commission terms may be as otherwise agreed with you and ProProfs in writing and reflected in your account on the Portal.
Only the initial sale via an Affiliate Link is eligible for a commission. There are no additional commissions for renewals or a customer’s continued subscription to services. The ProProfs Commission Rate is subject to change at any time, in our sole and absolute discretion. You will be notified of any change in the ProProfs Commission Rate by email notice to the email you use on your account on the Portal. Commissions will also be reduced upon the occurrence of credit card fraud, bad debts, cancellations, charge backs, refunds, ProProfs accounts created by you or your agents, and credits for returned goods. If you or your agents are found to have created accounts using your affiliate links, all of your commissions may be voided at ProProfs’ sole discretion and additional action may be taken, including but not limited to seeking out criminal charges for fraud. A commission will only be paid if the visitor to our site is tracked by the system from the time the Affiliate Link is followed to the time of the sale. No commission will be paid if the visitor to our site cannot be tracked by our system, such as when a visitor follows an Affiliate Link, does not make a purchase, and returns to the Site at a later time. Our cookies may expire, so repeat visitors who do not come directly from your Affiliate Site may not count towards your commissions if the cookie has been removed by the user or otherwise. In the event a visitor comes from two different affiliates, the later cookie shall govern for the calculation of commissions.
Commissions on eligible orders are paid subject to the terms of Section 4 (Commissions) above. If a commission has been paid for orders that were later deemed ineligible, or for which the purchase amount was cancelled, charged back, credit back to the customer, or otherwise not received by ProProfs, the commission will be deducted from future commissions. All commission payments are made via the options available through the affiliate administration section of the Portal. Each qualifying order will only qualify for one commission payment. Any attempt to earn multiple commission payments for an order will result in commission deduction and/or removal from the Affiliate Program. You agree that you are solely responsible for all tax obligations due to all taxing authorities arising from or in connection with your participation in our Affiliate Program. ProProfs shall not withhold any taxes of any kind from your commission payments. No commission will be paid if you violate the terms of this Agreement or the law.
Using your login to the affiliate administration section of the Portal, you will be able to run reports showing the orders resulting from clicks of your Affiliate Links. You agree that ProProfs may, at any time upon ten (10) days prior written notice to you, inspect and audit your books and records, including all financial documentation related to sales and requested commissions, and all materials used in order to generate such sales, including but not limited to your Affiliate Site(s), to determine whether you have complied with this Agreement.
Customers who order and/or subscribe to services after clicking on your Affiliate Link(s) are customers of ProProfs. Accordingly, such customers shall be subject to all applicable ProProfs rules, policies, and operating procedures concerning customer orders, customer service, and sales, such as the ProProfs Terms of Service (https://www.proprofs.com/policies/terms/), Privacy Policy (https://www.proprofs.com/policies/privacy/), and other terms accessible from the relevant Site(s). We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for services sold under the Affiliate Program in accordance with our own pricing policies. Service prices and availability may vary from time to time. Because price changes may affect services that you already have listed on your site, you will be responsible for maintaining the correct current prices on your Affiliate Site(s) at all times. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular service.
We grant you a non-exclusive, non-transferable, revocable right to (i) access, and provide access to, our Site(s) through Affiliate Links solely in accordance with the terms of this Agreement, and (ii) use our logos, trade names, trademarks and similar identifying material (collectively, the "ProProfs Marks"), solely in connection with such Affiliate Links, and solely for the purpose of promoting and marketing services on your Affiliate Site for ProProfs. Such use shall be subject to any ProProfs Marks usage guidelines provided by ProProfs.
You may not alter, modify, or change the ProProfs Marks or any other content provided to you through the ProProfs Affiliate Program. You may not use the ProProfs Marks or other content unless you are in good standing in the ProProfs Affiliate Program. ProProf Marks or other content not made available to you in the marketing section of the Portal may not be used without the prior written consent of ProProfs. ProProfs retains all right, title, and interest in and to the ProProf Marks and all such other content.
The rights granted to you pursuant to this section shall terminate upon the expiration or termination of this Agreement. Additionally, we reserve the right to secure the highest position in pay-per-click and pay-per-position search engines and advertising sites by submitting a bid for URLs or other search terms considered as trademarks, sales marks, service marks, registered trademarks, or registered URLs (or any variations or abbreviations of same) of ProProfs. You explicitly agree not to adopt or use in any manner any trade name, trademarks, service marks, URLs or other intellectual property that is the same or similar to that owned or used by ProProfs, including, without limitation, ProProfs, ProProfs Training Maker, Training Maker, ProProfs KnowledgeBase, WebinarNinja, Qualaroo, ProProfs Quiz Maker, Quiz Maker, ProProfs Survey Maker, Course Maker, ProProfs Qualaroo, ProProfs LiveChat, ProProfs HelpDesk, BigContacts, Picreel, Project, Collaborate, or any of ProProfs’ logos or service marks. You shall not advertise on search engines utilizing keywords containing, in whole or in part, any words or phrases that are the same or confusingly similar to any ProProf Mark or any trade name, trademark, service mark, URL or other intellectual property owned or used by ProProfs. If you are found to have placed ads utilizing any such keyword all of your commissions may be voided at the sole discretion of ProProfs.
Be careful about your advertising methods using email. ProProfs will not tolerate any form of spam or unsolicited email. In the event an affiliate is charged with spamming practices, ProProfs shall not be held liable for any legal action taken against said affiliate nor be financially responsible for fines owed by said affiliate.
You are prohibited from using the Affiliate Program in any way that facilitates spamming, indiscriminate advertising or unsolicited commercial email or otherwise fails to comply with the CAN-SPAM Act, and/or any other laws and/or regulations that govern email marketing and communications in any form. You must get prior written approval to send an email campaign including your affiliate link. Any violation of this condition may result in the forfeiture of all of your commissions.
You, and not us, will be solely responsible for the development, operation, and maintenance of your Affiliate Site(s) and for all materials that appear thereon. You hereby represent and warrant that materials posted on your Affiliate Site(s) do not violate or infringe upon or misappropriate the rights of any third party (including, for example, copyrights, patents, trademarks, privacy, or other personal or proprietary rights), and that materials posted on your Affiliate Site(s) are not libelous or otherwise illegal. You must have express permission from the rights holder to use copyrighted or proprietary material owned by another party. We will not be responsible for your use thereof.
You, and not us, are responsible for all usage and activity of your Affiliate Site(s) and all activity under your account on the Portal, for maintaining the security and confidentiality of your username and password, and for any access to your account, whether authorized or unauthorized. In the event your account is accessed without your authorization, you agree to immediately provide notice to ProProfs. You further agree to maintain your own privacy policy on your Affiliate Site(s) that accurately identifies the information you collect and how it is used and shared, disclose your use of any and all tracking technology and other technologies (such as cookies), and comply with all laws and regulations regarding the privacy of customer information.
You are solely responsible for disclosing any material connection or relationship with ProProfs and must comply with all endorsement and testimonial requirements under law, including, without limitation, those of the Federal Trade Commission (FTC). You also agree that your Affiliate Site(s) do/does not: a.) incorporate images or content that is unlawful, defamatory, inaccurate, false, misleading, offensive, derogatory, obscene, profane, sexually oriented, racially offensive, harassing, stalking or otherwise objectionable; b.) facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fails to comply with the CAN-SPAM Act and/or any other laws and/or regulations that govern email marketing and communications in any form; c.) support and/or promote illegal activity, fraud, harm, violence, or destruction of property; d.) promote or assist others in promoting or engaging in copyright infringement or use of an illegal or unauthorized copy of another person’s copyright protected work, in whatever form, including providing pirated computer programs or software or links to them, or providing information to circumvent copyright protected notices or devices; e.) promote or assist others in promoting or transmitting content that infringes upon the intellectual property rights or other personal or proprietary rights of third parties; f.) provide material that exploits people under the age of 18 in a sexual or violent way or otherwise attempting to solicit information from anyone under the age of 18; g.) use a script, robot, spider, scraper, device, program, robot, Iframes, hidden frames or other automated technology to generate commissions for payment; h.) white-label ProProfs's services or Affiliate Program; i.) post or transmit content that violates any term or condition of this Agreement; or j.) post or transmit content, or otherwise violate any law, statute, regulation, ordinance, or treaty, whether local, state, provincial, national, or international (subsections a.) through j.), collectively referred to herein as the "Content Restrictions"). Further, in order to facilitate accurate record-keeping, multiple accounts spanning multiple networks or ProProfs referral programs, including, but not limited to, refer-a-friend programs, are strictly prohibited. If you promote the ProProfs service using multiple affiliate or referral programs all your affiliate and referral accounts will be terminated and all commissions will be forfeited. Any activity by you in violation of this Agreement or the law may result in your immediate termination from the Affiliate Program and your forfeiture of payments otherwise due to you hereunder.
The term of this Agreement will begin when your affiliate application has been accepted by ProProfs through the Portal. This Agreement will end when terminated by either party. The Agreement may be terminated by ProProfs or you for any reason at any time with email or written notice, or immediately upon notice of any breach of the provisions of this Agreement. Upon termination you may no longer use ProProfs Marks, ProProfs banners, images, content, trademarks, or any other ProProf intellectual property, on your Affiliate Site(s), provide hyperlinks to the Site(s), or make use of, distribute, or otherwise make public Affiliate Links. If this Agreement is terminated because you have violated the terms of this Agreement or if this Agreement is terminated because one or more of your Affiliate Sites becomes subject to the Content Restrictions set forth in Section 10, you are not eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders fulfill the requirements set forth in Section 4 (Commissions) of this Agreement. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by email or to your address on our records is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
You and ProProfs 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 Affiliate Site(s) or otherwise, that reasonably would contradict anything in this section.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, THE NEGLIGENCE OF PROPROFS, SHALL PROPROFS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THIS AGREEMENT, EVEN IF PROPROFS OR A PROPROFS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PROPROFS AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT AND YOUR PARTICIPATION IN THE AFFILIATE PROGRAM EXCEED THE COMMISIONS PAID TO YOU IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.
We make no express or implied warranties or representations with respect to the Affiliate Program or any product or service or other items sold through the Affiliate Program (including, without limitation, warranties of fitness for a particular purpose, 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 SiteS will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
You hereby represent and warrant to us that this Agreement has been duly and validly accepted and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; requires the approval or consent of no other persons; and neither violates nor constitutes a default under the i.) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or ii.) the terms of any other agreement, document or instrument applicable to you or binding upon you.
We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, Confidential Information shall include, but not be limited to, any modifications to the terms and provisions of this Agreement made specifically for you and/or your Affiliate Site(s) and not generally available to other members of the Affiliate Program; website, business, and financial information relating to ProProfs; customer and vendor lists relating to ProProfs; and pricing and sales information for ProProfs and any members of the Affiliate Program. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except in furtherance of your activities under the Affiliate Program.
Notwithstanding the foregoing, you may disclose Confidential Information if such disclosure is required by law, regulation, court order, subpoena, or other legal process. However, you shall provide ProProfs with prompt written notice of such request or requirement, to the extent legally permissible, prior to making any disclosure. This notice shall be given as soon as reasonably practicable and in sufficient time to allow ProProfs to seek a protective order or other appropriate remedy to prevent or limit the disclosure of the Confidential Information.
If a protective order or other remedy is not obtained, you may furnish only that portion of the Confidential Information that you are legally required to disclose, and shall use commercially reasonable efforts to ensure that any disclosed information is treated as confidential to the fullest extent permitted by law.
We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or noninfringement, or any other warranties, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information. We shall not have any liability to you or to any other person resulting from your or any third party’s use of the information. Should any law enforcement agency or internet service provider provide ProProfs with notice that you have engaged in unlawful conduct or conduct in violation of this Agreement, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.
You hereby agree to indemnify, defend and hold harmless ProProfs, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorney fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of, are related to, or are based on (i) your violation of any applicable law, statute, ordinance, regulation, or treaty, whether local, state, national, or interrelation, including, without limitation your violation of the rights of a third party, intellectual property or otherwise; (ii) the breach by you of any provision of this Agreement, or of any representation or warranty made by you herein; (iii) any claim related to your Affiliate Site(s); or (iv) your participation in the Affiliate Program violating the rights of any third party.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU 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 WEB SITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
From time to time ProProfs may elect to offer affiliates coupons to use when promoting our offers. ProProfs does not permit the usage of terms such as coupon, coupon code, promotional code, promo code, or discount code, when mentioning the coupon in your promotions on web pages. However, you may use the words mentioned above if you include the “noindex” tag on any web page that advertises the coupon. If it is determined that promoting ProProfs through a coupon is your primary means of sending referrals, then your commission structure may be altered. You are only authorized to promote coupons which have been assigned specifically to you. Use of any coupon which you are not authorized to use in your promotions on web pages, newsletters or any other medium is grounds for immediate termination from the ProProfs Affiliate Program and forfeiture of any pending commission payments.
This Agreement will be governed by the laws of the United States and the State of California, without reference to the choice of law provisions of any state or jurisdiction. Any action relating to this Agreement not governed by the arbitration provisions herein must be brought in the federal or state courts located in Los Angeles County and you irrevocably consent to the jurisdiction of such courts.
Any and all claims, except for those for which California courts shall have jurisdiction per the terms above, will be resolved by binding arbitration, rather than in court. Arbitrations will be conducted by the American Arbitration Association (AAA) under its rules. Any and all proceedings to resolve claims will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. An arbitration decision may be confirmed by any court with competent jurisdiction.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to the foregoing restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. 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. If any portion of this Agreement is determined to be or becomes unenforceable or illegal, such portion shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation. A finding that any term or provision of this Agreement is invalid or unenforceable will not affect the validity or enforceability of this Agreement. Any term or provision of this Agreement that is found to be invalid or unenforceable will be reformed to the extent necessary to make it valid and enforceable.
You hereby represent and warrant to ProProfs that this Agreement has been duly and validly executed and delivered by you, that you are at least 18 years of age, that this constitutes your legal, valid and binding obligation, and that this Agreement is enforceable against you in accordance with its terms; that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; that you have been duly authorized by all requisite action; that you require the approval or consent of no other persons; and that foregoing does not violate nor constitute a default under the i.) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or ii.) the terms of any other agreement, document or instrument applicable to you or binding upon you.
The rights and obligations of the parties that by their nature or context are intended to survive the termination, expiration, or completion of this Agreement shall survive, including, but not limited to, obligations related to confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, and payment of outstanding amounts. These provisions shall remain in effect regardless of any termination or expiration of this Agreement, until such provisions are fully performed or satisfied.
ProProfs’s Terms of Service, Privacy Policy, and Acceptable Use Policy are hereby incorporated by reference herein. This Agreement and any terms incorporated by reference herein constitute the entire agreement between you and ProProfs with respect to the Affiliate Program and your relationship with ProProfs. In the event of a conflict between the terms of this Agreement and those incorporated by reference above, the terms of this Agreement control. You understand and agree that there are no further understandings, agreements, or representations that are not specified in this Agreement and incorporated herein by specific writing. You understand and agree that any additional provisions that may appear in any communication from you will not bind ProProfs.