Affiliate Program Agreement

This is a contract between you (the “Affiliate”) and the Center for Project Innovation ("CPI," "we," "us," or "our"). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.

The Affiliate Program Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of another program.

If we update or replace the terms, we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

Definitions

Affiliate Program: CPI’s program that allows affiliates to earn commissions by referring customers to our project management certification products.

Affiliate Lead: A customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.

Affiliate Link: The unique tracking link you place on your site or promote through other channels.

Affiliate Policies: The policies applicable to affiliates which we may make available to you from time to time.

Affiliate Tool: The tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.

Agreement: This Affiliate Program Agreement and all materials referred or linked to in here.

Commission: Earnings described in the Affiliate Tool for each Customer Transaction.

Customer: An individual or organization that completes a purchase of CPI’s products after being an Affiliate Lead.

Customer Transactions: Transactions by Affiliate Leads that are eligible for Commission. Customer Transactions may include customer purchases or customer signups, as further described in the Affiliate Tool.

Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and products of third parties.

Affiliate Acceptance

Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information.

We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.

If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.

Further, you will need to complete any enrollment criteria set out in the Program Policies, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.

Your acceptance and participation in the Affiliate Program does not mean that you will be accepted into any other partner programs. In order to participate in these programs, you will need to apply in accordance with the relevant application procedure.

You will comply with the terms and conditions of this Agreement at all times, including any applicable Affiliate Policies.

Program Policies

Program Policies may change over time, and your participation is subject to them. They are incorporated by reference.

Commission

Commission Rate Available commissions are detailed in the Affiliate Tool. Commissions may be based on either purchases or signups (not both). Purchase commissions may be calculated on monthly or annual purchases at the rates provided in the Affiliate Tool.

Limitations

1. For purchase commissions, you will earn commission on the first purchase made by a new customer who is not in an active sales process with us at the time of the affiliate link click.
2. The customer must remain active for the locking period specified in the Affiliate Tool.
3. Commissions are valid even if a user starts on one domain and completes a signup or purchase on another CPI domain.
4. Affiliate links rely on cookies to track referrals. If cookies are cleared, we may not track these events.
5. Cookie durations are defined in the Affiliate Tool.
6. Only properly used affiliate links track referrals. Incorrect use will prevent tracking.
7. Fraudulent or stolen attribution is non-payable. We may require proof of valid referrals if we suspect fraud, such as multiple signups from the same city or IP address.

Additional limitations may apply, as outlined in the Affiliate Program Agreement.

Attribution

If a customer clicks multiple affiliate links, the last affiliate gets credit. We reserve the right to adjust attribution in specific cases.

Promoting CPI

CPI Branding

• Follow our vendor kit, Trademark Usage Guidelines, and Content Usage Guidelines.
• Do not make false or misleading claims about using CPI (e.g., "Get rich quick with CPI").
• Do not alter CPI logos, wordmarks, or other branding elements in marketing materials.

What to Call Yourself

• Acceptable: "CPI Affiliate" or "Affiliate Marketer."
• Unacceptable without express written permission: "CPI Partner" or claims of "partnering with CPI."
• This applies to all marketing materials, press releases, and references on websites or videos.

Buying Ads

• Do not purchase ads that compete with CPI’s advertising, including branded keywords.
• Ads must direct to your website, not CPI domains or standalone landing pages.

Promotions

Authorized Promotions

Ensure you are authorized to promote deals on behalf of CPI. Affiliates must not use misleading text, images, or links to imply unauthorized deals. Only promotions expressly approved through the affiliate channel are permitted.

Prohibited Practices

Spyware, adware, parasiteware, browser help objects, cookie stuffing, and toolbars are strictly prohibited.

Partial opt-outs from toolbars are not permitted; full compliance is mandatory.

Additionally, bidding on our trademarks or variations thereof in Google Ads (AdWords) or any other paid search or other marketing platform is strictly prohibited.

Media and Ad Buys

Affiliates purchasing media or ads must coordinate with the affiliate manager to ensure quality clicks.

Ownership of Leads

All leads generated belong exclusively to CPI.

Sub-Affiliate Transactions

Sub-affiliate transactions without referring URLs are subject to voids. CPI requires transparency regarding who is promoting its products.

Vanity Code Tracking

Vanity code tracking is available upon request.

Other Policies

FTC Disclosure
The Federal Trade Commission (FTC) requires affiliate marketers to disclose that they are getting paid to promote the product. This is to keep transparency and honesty in advertising, and to keep consumers informed. To learn about FTC disclosure requirements, please check out the FTC’s Dot Com Disclosures Guidelines and the Endorsement Guidelines.

Some examples of FTC disclosure statements that you may use are:

• If you make a purchase through this link, we may receive a commission.
• We may earn a referral fee for some of the services we recommend on this post/website.
• We may receive a commission if you click on some of the links on this website and make a purchase at no additional cost to you.

Purchasing CPI Products

Affiliates are not required to purchase CPI products. If you do, you may not use your own affiliate link.

Sharing Placements

Upon request, you must provide examples of where you’ve used affiliate links (e.g., links, screenshots, emails).

Survey Participation

Participation in affiliate-related surveys, such as NPS or marketing surveys, is encouraged when requested.

Customer Transactions

Affiliate Program Limits

Each accepted Affiliate Lead expires based on the Affiliate Tool or Program Policies, starting from the Affiliate Lead's click on the provided Affiliate Link. Commission is paid for eligible Customer Transactions after a Customer clicks on an Affiliate Lead provided by you, as long as you remain eligible under this Agreement.

Eligibility

To earn Commission:

• The Affiliate Lead must meet the ‘Acceptance and Validity’ criteria.
• A Customer Transaction must occur.
• The Customer must remain active during the locking period.

You will not receive Commission if:

• Prohibited by law.
• The Customer objects or excludes such payments.
• The Customer pays fees directly to you.
• Payment is obtained fraudulently or violates program policies.
• The Customer participates in another program eligible for commissions.

If eligible for payment under another program, Commission under this Agreement will not apply. In disputes between affiliates, we may decide eligibility at our discretion and stop payments if criteria are unmet.

Acceptance and Validity

Commission is earned only from valid Affiliate Leads accepted by us. A valid Affiliate Lead:

• Is a new potential customer.
• Was not an existing customer or in active sales within the prior 180 days.

Leads are invalid if their first click occurs after the Agreement expires or terminates. If an Affiliate Lead doesn’t purchase within the specified time frame, no Commission will be paid. We may engage directly with any prospect at our discretion.

Commission and Payment

To receive payment:

• Agree to this Agreement.
• Complete account setup in the Affiliate Tool.
• Provide valid payment details.
• Submit required tax documentation.

Payment Requirements and Forfeiture

If requirements remain incomplete six months after a Customer Transaction, Commission rights for those transactions are forfeited. Once requirements are met, eligibility resumes for new transactions only.

Commission Payment

Payment currency and conversion rates are determined by us or the Affiliate Tool. Only one Commission payment per transaction is allowed unless otherwise decided. You are responsible for taxes and fees on payments. Commission amounts may change as outlined in the Affiliate Tool.

Training and Support

We may provide webinars and other resources at no charge as part of our Affiliate Program. If these resources are made available, you should encourage your sales representatives or relevant personnel to participate in recommended training or certifications. We may modify or discontinue any Affiliate Program benefits or offerings at any time without notice.

Trademarks

You grant us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks, and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.

If we make our trademarks available within the Affiliate Tool, you may use them provided you:

• Use only the trademark images we provide, without alteration.
• Use our trademarks solely in connection with the Affiliate Program and this Agreement.
• Comply with our vendor kit and Trademark Usage Guidelines.
• Cease use immediately upon our request.

You must not:

• Use our trademarks in a misleading or disparaging way.
• Imply endorsement, sponsorship, or approval of your services or products.
• Use our trademarks in violation of applicable law or in connection with obscene, indecent, or unlawful materials.

Affiliates agree not to use, purchase, or contract with third parties to exploit any CPI marks or registered domain names, or any marks or domain names that, in CPI’s reasonable discretion, may be confused with CPI marks or registered domain names, including but not limited to misspellings of CPI marks or registered domain names, whether in metatags or otherwise.

It is permissible to use CPI brand terms in the display URL subdomain or path (e.g., yourwebsite.com/CPI), but landing pages must exclusively feature CPI offers and must not promote competitors. Additionally, the domain name must not be registered under an identity-shield.

Proprietary Rights

CPI’s Proprietary Rights

This Agreement does not grant you a license to any software. CPI’s resources, protected by intellectual property laws, are owned by us or our licensors. You must not copy, rent, sell, distribute, or create derivative works based on our Content or resources unless expressly authorized by us.

To use our Content, you must follow our Program Policies. Our trademarks, including logos and designs, cannot be used without prior written permission except as permitted in this Agreement.

We encourage affiliates to provide feedback on our offerings. Any suggestions or comments become our property, and we may use them without compensation to you.

Customer’s Proprietary Rights

Customers retain ownership of their data and the right to access their portal associated with our resources. Customer Data remains the property of the Customer.

Confidentiality

"Confidential Information" refers to all information disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”), whether oral or written, that is designated as confidential, including customer and prospect information. It excludes information that:

• Becomes public without breach of obligation to the Disclosing Party.
• Was known to the Receiving Party prior to disclosure without breach.

The Receiving Party agrees to:

• Protect Confidential Information with the same care as its own, but no less than reasonable care.
• Use Confidential Information only for purposes within this Agreement.
• Not disclose Confidential Information to third parties.
• Limit access to Confidential Information to authorized personnel.

Disclosure is permitted if required by law, regulation, or legal process.

Opt-Out and Unsubscribing

You must promptly honor all opt-out, unsubscribe, "do not call," and "do not send" requests. Systems and procedures must be in place to ensure compliance throughout the Agreement’s duration.

Term and Termination

Term

This Agreement remains in effect as long as you participate in the Affiliate Program unless terminated.

Termination Without Cause

Either party may terminate this Agreement with fifteen (15) days’ written notice.

Termination for Agreement Changes

If we update or replace the terms of this Agreement, you may terminate it with five (5) days’ written notice, provided notice is sent within ten (10) days of our change notification.

Termination for Cause

We may terminate this Agreement:

• With thirty (30) days’ notice of a material breach, if uncured.
• With fifteen (15) days’ notice of non-payment, if unpaid.
• Immediately, if you become subject to bankruptcy or insolvency proceedings.
• Immediately, if you breach subscription terms or default on payments.
• Immediately, if your actions negatively impact us, our prospects, or customers.

Effects of Expiration/Termination

• Expiration or termination of this Agreement does not affect our obligation to pay Commission for transactions recognized within thirty (30) days post-termination, except where terminated without cause by you or for cause by us.
• Upon termination, you must discontinue use of and delete the Affiliate Tool and all references to the Affiliate Program, including trademarks.
• Termination does not affect Customer agreements.

Affiliate Representations and Warranties

You represent and warrant that:

• You have all rights and permissions to participate in the Affiliate Program and provide Affiliate Leads for our sales and marketing efforts.
• Your participation does not conflict with any existing agreements or arrangements.
• You own or have sufficient rights to grant us the use of Affiliate Marks.

Additionally, you represent and warrant that:

• You will comply with trade or regulatory requirements, including stating your participation in the Affiliate Program on relevant websites.
• You will accurately list in the Affiliate Tool all websites and domains where you use Affiliate Links.
• You will not purchase ads that compete with our advertising, including branded keywords.
• You will not engage in cookie stuffing, misleading links, or masking referral URLs.
• You will not use your Affiliate Link to purchase our products for personal use.
• You will not use automated tools or offer incentives to generate leads.

Indemnification

You agree to indemnify, defend, and hold us harmless, at your expense, from any third-party claims arising out of:

• Your participation in the Affiliate Program.
• Our use of the prospect data you provide.
• Your breach of this Agreement.
• Your use of the Affiliate Tool.
• Our use of the Affiliate Marks.

We will:

• Notify you of claims within thirty (30) days.
• Allow you to control the defense or settlement of claims.
• Provide assistance at your expense.

You may not accept settlements that impose obligations, admissions, or liabilities on us without our prior consent.

Disclaimers; Limitations of Liability

Disclaimer of Warranties

CPI and its affiliates make no warranties about the suitability, reliability, availability, timeliness, security, or accuracy of its resources, content, or tools. APIs and tools may not always be available. To the extent permitted by law, all resources are provided "as is" without warranty of any kind. We disclaim all implied warranties, including those of merchantability, fitness for a particular purpose, and non-infringement.

No Indirect Damages

To the extent permitted by law, neither party will be liable for indirect, punitive, or consequential damages, including lost profits or business opportunities.

Limitation of Liability

If liability is established, our aggregate liability is limited to the total commissions you earned for related customer transactions in the twelve months preceding the claim.

Affiliate Tool

We disclaim liability for the Affiliate Tool and its availability. Use of the Affiliate Tool is at our discretion, and we do not guarantee access.

Cookie Duration

Cookies used as part of the Affiliate Tool have a set duration. If a potential customer clears their cookies during this period, we are not liable for any resulting commission loss.

General

Amendment; No Waiver

We may update this Agreement, including replacing it entirely. Updates will be effective the next business day after notification via the Affiliate Tool or email. The "Last Modified" date will reflect the latest version. Review this Agreement periodically.

If you disagree with changes, you may terminate the Agreement as described. Delay or failure to exercise any right does not constitute a waiver, nor does a waiver on one occasion waive rights on future occasions.

Applicable Law

This Agreement is governed by the laws of the District of Columbia, USA, excluding conflict of laws principles. Any disputes shall be resolved exclusively in the state or federal courts of the District of Columbia.

Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including war, acts of God, outages, or government restrictions. Both parties will work to mitigate the impact of such events.

Actions Permitted

Except for nonpayment or proprietary rights breaches, no actions may be brought more than one (1) year after the cause of action accrues.

Relationship of the Parties

This Agreement does not create a partnership, joint venture, employment, or agency relationship between the parties.

Compliance with Laws

You must comply with all applicable laws, including export regulations and sanctions programs administered by the Office of Foreign Assets Control (OFAC). You will not export or permit the use of resources in prohibited countries or by prohibited individuals.

Severability

If any provision of this Agreement is invalid or unenforceable, it will be replaced by a valid provision reflecting the original intent, and the remainder of the Agreement will remain in effect.

Notices

Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party) and will be deemed delivered as of the date of actual receipt.

• To CPI: 20 F Street, 7th Floor, Washington DC 20001, United States. Attention: General Counsel.
• To You: Your address as provided in our affiliate account information for you.

We may give electronic notices specific to you by email to your email address(es) on record in our account information. We may also provide notice via telephone to the numbers listed in your affiliate account information.

Entire Agreement

This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral, or written. We object to and reject any additional or different terms proposed by you, including those in purchase orders, acceptances, or websites.

Our obligations are not contingent on delivering future functionality or features, nor on any oral or written comments about them.

This Agreement and all related documents are in English, which governs the relationship. Translations are for convenience only and do not modify the English version.

Assignment

You will not assign or transfer this Agreement, including by merger, reorganization, sale of assets, change of control, or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of assets, or change of control.

No Third-Party Beneficiaries

Nothing in this Agreement confers any rights or remedies upon any third party.

No Licenses

You receive only the rights and licenses expressly granted in this Agreement. All other rights and licenses, including regarding our trademarks and property, are reserved.

Sales by CPI

This Agreement does not limit our ability to sell directly or indirectly to any current or prospective customers.

Authority

Each party warrants it has the authority to enter this Agreement, which is binding and enforceable.

Survival

The following sections survive termination: 'Commission and Payment', 'Proprietary Rights', 'Confidentiality', 'Effects of Termination/Expiration', 'Indemnification', 'Disclaimers; Limitation of Liability', 'Non-Solicitation', and 'General'.

Data Processing and Protection

The parties acknowledge that in connection with the Affiliate Program, each party may provide or make available to the other party Personal Data. To the extent any Personal Data is processed in connection with the Affiliate Program, the terms outlined in our Privacy Policy, which are hereby incorporated by reference, shall apply. Each party shall process the copy of the Personal Data in its possession or control:

• In accordance with the Privacy Policy.
• As an independent controller (not as a joint controller with the other party).
• For the purposes described in this Agreement.
• As may otherwise be permitted under Applicable Data Protection Law.

For the avoidance of doubt and without prejudice to the foregoing, CPI shall be an independent controller of any Personal Data it receives or shares with Affiliates.