Please save or print this page for your records.
AFFILIATE PARTNER AGREEMENT
This Affiliate Partner Agreement ("Agreement") is entered into as of this 4 day of April 2026, by and between Distance Learning Company, Inc. ("DLC"), a California corporation, with its principal place of business located at 1955 Cleveland Avenue, Santa Rosa, California, 95401, on the one hand, and (Your Company Name) (Affiliate Partner), with its principal place of business located at (Your Company Address), on the other hand, with reference to the following facts.
Recitals
DLC developed and maintains Internet Web Sites ("DLC Sites") that provide access to proprietary content consisting of courses of instruction ("DLC Content"). DLC also offers web site development services to Colleges ("DLC Services"). Affiliate Partner wishes to obtain access to DLC Content for the purposes of re-selling that content as part of its Community Education Program. By this Agreement, DLC and Affiliate Partner intend to specify the terms and conditions upon which Affiliate Partner may obtain access to the DLC Content and receive DLC services that may be desired.
NOW, THEREFORE, for consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
Agreement
1. Affiliate Partner Relationship.
The Affiliate Partner relationship created by this Agreement refers to the DLC content/courses listed below and indicated by an "X" in the box to the right of the content/courses:
Traffic School Online.com referral program [ ]
Drivers Ed Online.com referral program [ ]
Notary Class Online.com referral program [ ]
(a) Affiliate Partner. The Affiliate Partner maintains its own web site on which hyperlink(s) to the DLC Content will be placed. Use of those hyperlink(s) will direct an end user to the welcome page of the DLC Content.
2. Terms Applicable to Affiliate Partners.
(a) Access to DLC Content. DLC Content will be displayed in with DLC trademarks and logos. Affiliate Partners will be provided with links to transport website visitors to the DLC Content. Affiliate Partner will receive access to the DLC Content by placing a DLC banner ad, or link on the Affiliate Partner's web site that directs a user to the welcome page of the DLC Site (the "Link"). The Link must be installed, coded and used in accordance with documentation and instructions provided by DLC. Use of the Link by a user allows DLC to determine when a user signs up, pays for, and participates in the course offered at the DLC Site (a "Course Completion").
Services Provided by DLC to Affiliate Partner.
(a) For DLC content, DLC will provide Affiliate Partner with brief course descriptions for catalog and other marketing, that you may refine as needed, at no cost to Affiliate Partner.
(b) DLC will provide Affiliate Partner students with a student support 800 number for full DLC customer support. There is no cost to Affiliate Partner for this service.
(c) DLC will provide all user enrollments, payment processing and completion certificate issuances necessary to process a user through the driver improvement course to the point of Course Completion. There is no cost to Affiliate Partner for these services.
(d) DLC will provide a web-based student and payment tracking functionality to the Affiliate Partner.
Services Provided by Affiliate Partner. Affiliate Partner will market/promote/ advertise all courses indicated by an "X" above in at least one of the following: catalogs, Affiliate Partner web sites, Affiliate Partner online marketing separate from web sites, email communications to prospective course enrollees, and/or printed communications to prospective course enrollees. Affiliate Partner is responsible for all costs associated with this marketing.
Payments. For each course completion resulting from the use of a Link, DLC will pay the Affiliate Partner fees, as follows:
(a) For Drivers Ed Online, DLC will pay the Affiliate Partner Five Dollars ($5.00) for a completed referral that pays for and completes the Drivers Ed Online course.
(b) For Notary Class Online, DLC will pay the Affiliate Partner Five Dollars ($5.00) for a completed referral that pays for and completes the Notary Class Online course.
(c) For Traffic School Online, DLC will pay the Affiliate Partner Five Dollars ($5.00) for a completed referral that pays for and completes the Traffic School Online course.
(d) DLC will pay Affiliate Partner monthly by 20th day of each month.
(e) DLC will not pay Affiliate Partner for completions in un-approved jurisdictions.
(f) If Affiliate Partner is an affiliate of multiple DLC products, the commissions earned for each product line will be combined into one check.
(g) For jurisdictions where DLC is an affiliate partner of another company, the Affiliate Partner can direct students to that jurisdiction but will not receive any commission.
3. Licenses.
(a) Grants. DLC hereby grants Affiliate Partner a non-exclusive, non-transferable, revocable and limited license to access and use the DLC Content, in accordance with the terms of this Agreement. Subject to sub-paragraph (b) below, each party grants to the other party the right to use, reproduce, publish, perform and display trademarks owned by it in connection with the posting of hyperlinks to their respective web sites and in promotional and marketing materials, content, directories and indexes, and electronic printed advertising, publicity, press releases, newsletters and mailings about Affiliate Partner relationship created by this Agreement.
(b) Limitations. Affiliate Partner shall not use, alter or exploit in any manner any of the DLC marks, and DLC shall not use, alter or exploit in any manner any of the Affiliate Partner marks, except in such manner and media as the other party may consent to in writing, which consent shall not be unreasonably withheld or delayed. Either party may revoke or modify any such consent upon written notice to the other party. Trademarks of the parties will be used and displayed in accordance with any requirements established by the owner thereof and shall not be used in any manner that implies sponsorship or endorsement by the owner other than as expressly allowed by this Agreement.
4. Limitations on Use.
Except as expressly permitted hereunder, Affiliate Partner shall not recompile, reverse engineer, disassemble, rent, lease, loan, sell, sub-license or create derivative works from the DLC Site or the DLC Content. Affiliate Partner agrees not to use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users. Affiliate Partner may not use any robot, spider, other automatic device or manual process to monitor or copy the DLC Site or the DLC Content without DLC's prior written permission. Affiliate Partner may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of the DLC Site, the DLC Content, a DLC mark, or the product of any DLC Services except for the purposes authorized by DLC herein. Affiliate Partner may not use or otherwise export or re-export the DLC Site or any portion thereof, the DLC Content or any software available on or through the DLC Site in violation of the export control laws and regulations of the United States of America. Any unauthorized use of the DLC Site or DLC Content is prohibited, and may subject violators to civil and criminal penalties and fines.
5. Intellectual Property Rights.
DLC shall, at all times, own all right, title and interest in and to all intellectual property rights associated with DLC Services, the DLC Site and the DLC Content, including without limitation, any and all patents, copyrights, trademarks, trade secrets, data, URL's, domain names, technology, code, user interfaces, "look and feel," and other items posted thereon or used in connection or association therewith, but excluding any items supplied by Affiliate Partner (the "Intellectual Property"). All of the goodwill arising out of the use of any DLC trademarks shall accrue solely to the benefit of DLC.
6. Confidentiality.
Each party (the "receiving party") shall retain in confidence the terms of this Agreement and all other non-public information and know how of the other party disclosed to or acquired by the receiving party pursuant to or in accordance with this Agreement, which is either designated as proprietary and/or confidential or, by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary and/or confidential ("confidential information"), provided that each party may disclose the terms and conditions of this Agreement to its immediate legal and financial consultants in the ordinary course of its business. Each party agrees to use commercially reasonable efforts to protect confidential information of the other party, and in any event to take precautions at least as great as those taken to protect its own confidential information of a similar nature. Affiliate Partner acknowledges that the terms of this Agreement and the Intellectual Property are confidential information of DLC. The foregoing restriction shall not apply to any information that: (a) was known by the receiving party prior to disclosure thereof by the other party; (b) was in or entered the public domain through no fault of the receiving party; (c) is disclosed to the receiving party by a third party legally entitle to make such disclosure without violation of any obligation of confidentiality; (d) is required to be disclosed by applicable laws or regulations (but in such event, only to the extent required to be disclosed); or (e) is independently developed by the receiving party without reference to any confidential information of the other party. Upon request of the other party, or in any event upon any termination or expiration of the term of this Agreement, each party shall return to the other all materials, in any medium, which contain, embody, reflect or reference all or any part of any confidential information of the other party. Each party acknowledges that breach of this provision by it would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore that the other party shall be entitled to seek injunctive relief to enforce the provisions of this paragraph.
7. Term and Termination.
The term of this Agreement ("Term") will begin with the date that this Agreement is fully executed and will continue in full force and effect until terminated pursuant to the terms of this paragraph. Either party may, in its sole discretion for any reason what so ever terminate this Agreement at any time by giving the other party thirty (30) days written notice; provided, however, that DLC can terminate this Agreement immediately in the event that it becomes aware of a material breach of this Agreement by Affiliate Partner. DLC may terminate this agreement if course completions resulting from the use of an Affiliate Link are not received from the Affiliate Partner for 12 consecutive months. Upon termination by either party, the licenses set forth in paragraph 4 shall automatically terminate and, within 24 hours after termination, Affiliate Partner shall return to DLC, and destroy or erase from all forms of electronic data storage, any items containing confidential information, DLC Content or any other Intellectual Property. Affiliate Partner's right to receive any payment under this Agreement shall cease upon the effective date of the termination of this Agreement. No further payments will be made by DLC to Affiliate Partner after that date. Paragraphs 4, 5, 6, 7, 8, 9, and 10 will survive the termination or expiration of this Agreement.
8. Disclaimer.
THE DLC SITE, DLC CONTENT AND ANY PRODUCT OF DLC SERVICES ARE PROVIDED ON AN "AS IS" BASIS. DLC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DLC DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR IN ANYWAY RELATED TO (A) ANY ERRORS THEREIN OR OMISSIONS THEREFROM, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE DLC SITE, INCLUDING BUT NOT LIMITED TO ERRORS THEREIN OR OMISSIONS THEREFROM, (C) THE UNAVAILABILITY OF THE DLC SITE OR ANY PORTION THEREOF, (D) USE OF THE DLC SITE BY AFFILIATE PARTNER OR ANY OF AFFILIATE PARTNER'S CUSTOMERS OR CLIENTS, (E) USE BY AFFILIATE PARTNER OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE DLC SITE, (F) THE FAILURE OF AFFILIATE PARTNER TO REALIZE ANY ECONOMIC OR OTHER BENEFIT PURSUANT TO THIS AGREEMENT.
9. Limitation of Liability.
DLC SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM AFFILIATE PARTNER'S USE OF THE DLC SITE. DLC SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE DLC SITE OR THE DLC CONTENT. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED, DLC'S SOLE OBLIGATION TO AFFILIATE PARTNER FOR DAMAGES SHALL BE LIMITED TO ONE HUNDRED DOLLARS.
10. Miscellaneous.
(a) Independent Contractors. DLC and Affiliate Partner are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, franchise or agency relationship between DLC and Affiliate Partner. Neither party has any authority to enter into agreements of any kind on behalf of the other party. Affiliate Partner shall fill out, sign and send to DLC an IRS form W-9. DLC shall prepare and send to Affiliate Partner any required IRS form 1099's.
(b) Assignment. Affiliate Partner may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of DLC; except that either party may, without the consent of the other party, assign this Agreement or any of its rights or delegate any of its duties under this Agreement: i) to any Affiliate Partner of such party; or ii) to the purchaser of all or substantially all of the party's assets or to any successor by way of merger, consolidation or similar transaction. Subject to the foregoing, this Agreement will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and assigns.
(c) Choice of Law; Forum Selection. This Agreement shall be governed by, and construed in accordance within the laws of the State of California without reference to its choice of law rules. Affiliate Partner hereby irrevocably consents to exclusive personal jurisdiction and venue in the State and Federal Courts located in Sonoma County, California with respect to any actions, claims or proceedings arising out of or in connection with this Agreement, and agrees not to commence or prosecute any such action, claim or proceeding other than in the aforementioned Courts.
(d) No Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
(e) Force Majeure. Neither party shall be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophes or any other occurrences which are beyond such party's reasonable control.
(f) Notices. Any notice or other communication required or permitted to be given hereunder shall be given in writing and delivered in person, mailed, via confirmed facsimile or e-mail, posted electronically on an online management toolbox, or delivered by recognized courier service, properly addressed and stamped with the required postage, to the individual signing this Agreement on behalf of the applicable party at its address specified in the opening paragraph of the Agreement and shall be deemed effective upon receipt. Either party may from time to time change the individual to receive notices or its address by giving the other party notice of the change in accordance with this paragraph.
(g) Savings. In the event any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. If any provision of this Agreement shall, for any reason, be determined by a Court of competent jurisdiction to be excessively broad or unreasonable as to scope or subject, such provision shall be enforced to the extent necessary to be reasonable under the circumstances and consistent with applicable law while reflecting as closely as possible the intent of parties as expressed herein.
(h) Integration. This Agreement contains the entire understand of the parties hereto with respect to the transactions and matters contemplated hereby, supersedes all previous agreements or negotiations between DLC and Affiliate Partner concerning the subject matter hereof, and cannot be amended except by a writing signed by both parties. This Agreement does not constitute an offer by DLC and shall not be effective until signed by both parties.
(i) Attorney's Fees and Costs. In the event either party is forced to incur legal fees or other costs to enforce this Agreement, or because of a breach by the other party, the prevailing party shall recover its reasonable attorney's fees and costs from the other party in addition to any other relief that may be awarded.
(j) Counterparts; Electronic Signature. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one of the same instrument. To expedite the process of entering into this Agreement, the parties acknowledge that transmitted copies of the Agreement will be equivalent to original documents until such time as original documents are completely executed and delivered. "Transmitted copies" will mean copies that are reproduced or transmitted via photocopy, facsimile or other process of complete and accurate reproduction and transmission.
(k) Modifications. DLC reserves the right to modify, delete or augment any aspect of the DLC Site or the DLC Content at any time with or without notice to Affiliate Partners. Affiliate Partner agrees to abide by any and all terms and conditions for use of the DLC Site or DLC Content that are posted at the DLC Site, as the same may be changed from time to time. All modification shall be in writing and agreed to by both DLC and Affiliate Partner prior to implementation.
(l) Warranties As To Content. DLC and Affiliate Partner warrant that their web sites, and content contained therein, and all banner advertisements displayed thereon, will not contain any material that is obscene, pornographic, profane, fraudulent, libelous or defamatory.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the effective date.
Distance Learning Company, Inc. by (Your Company Name) by
Steve Soldis__________________ (Your Contact Name)_____________
Signature Signature
CEO________________________ (Your Contact Title)______________
Title Title
4/4/2026_____________________ 4/4/2026_____________________
Date Date