Scrum Alliance Affiliate Referral Program Terms and Conditions

a. “Affiliate” means any entity participating in the Program.

b. “Affiliate Program” means the SAI program under which Affiliates are provided Affiliates Link to direct consumers to purchase Linked Products in exchange for a Commission.

c. “Affiliate Lead” means a customer who clicks on the Affiliate Link that SAI has made available to Affiliate.  

d. “Affiliate Lead Expiration Period” means the period beginning when an Affiliate Lead clicks an Affiliate Link and ending on the earlier of (i) thirty (30) days from the date an Affiliate Lead clicks an Affiliate Link; or (ii) the time that Affiliate Lead completes a purchase after clicking an Affiliate Link.

e. “Affiliate Link” means a unique URL provided by SAI to an Affiliate to which the Affiliate may direct consumers to purchase a Linked Product as permitted herein.

f. “Affiliate Platform” means an online platform on which You must register in order to participate in the Affiliate Program and which will manage certain elements of the Affiliate Program. 

g. “Affiliate Program Policies” means any policies applicable to Affiliates which SAI and/or the Affiliate Platform may state on the Affiliate Platform or otherwise make available to Affiliates from time to time.

h. “Commission” means a percentage of the actual price paid by an Affiliate Lead for a Linked Product purchased via Affiliate’s Affiliate Link.

i. “Customer” means an Affiliate Lead who then purchases a Linked Product.

j. “Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to these Terms. 

k. "Customer Data" means all information that Customer provides or otherwise makes available to SAI.

l. “Linked Product” means an SAI on-demand e-learning product to which Affiliate Leads are directed via an Affiliate Link.

m. “Marks” means SAI’s trademarks, logos, product names, or similar brand indicators.

n. "SAI Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that SAI incorporates into SAI products and services, including Linked Products.

In order to be eligible to be an Affiliate, You must:

a. Be eligible and selected for participation according to SAI’s then-current Affiliate Program rules, as posted on the Affiliate Platform;

b. Agree to these Terms; 

c. Agree to any applicable terms provided by the Affiliate Platform;

d. Complete the Commission payment requirements described below; and

e. Comply with applicable laws and regulations in all respects in Your participation in the Affiliate Program, including by clearly disclosing Your participation in the Affiliate Program anywhere that You make an Affiliate Link available.

a. Commissions. During the term of an Affiliate’s participation in the Affiliate Program, and provided that such Affiliate remains eligible to receive Commission pursuant to these Terms, SAI will pay the Affiliate a Commission as specified on the Affiliate Platform at the time of the applicable Customer Transaction for each Customer who completes an eligible Customer Transaction after clicking on the Affiliate’s unique Affiliate Link during the Affiliate Lead Expiration Period. Where a single Customer completes an eligible Customer Transaction after clicking on more than one Affiliate’s unique Affiliate Link during both Affiliate’s Affiliate Lead Expiration Period, the Commission shall be provided to the earlier Affiliate Link used, provided the Customer Transaction takes place prior to the Affiliated Lead Expiration Period. SAI reserves the right to alter or change the Commission amount from time-to-time. Commissions will only be payable if an Affiliate Lead completes a Customer Transaction prior to the end of the Affiliate Lead Expiration Period. Customer Transactions that result in a return and refund of the Linked Product shall not be eligible for a Commission. An Affiliate will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that Customer. An Affiliate will not be entitled to receive Commission or any other compensation from SAI: (i) based on transactions for any product other than the Linked Product, (ii) on any additional purchases of SAI products or services by that same Customer, including membership renewals or further credentials, (iii) if such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of the Affiliate’s jurisdiction; or (iv) if the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies, or by any other means that SAI deems to breach the terms or spirit of the Affiliate Program. SAI may discontinue Commission payments should any of the eligibility criteria set forth in this section fail to be met at any time. In the event that SAI becomes aware that any Affiliate received Commission payments while not meeting the eligibility criteria or otherwise in breach of this Agreement, SAI shall notify the Affiliate and the Affiliate shall promptly return to SAI all such Commission payment amounts. 

b. Commission Payment Requirements. In order to receive payment under the Affiliate Program, an Affiliate must have: (i) completed all steps necessary to create its Affiliate status with SAI, including agreeing to these Terms and any terms required by the Affiliate Platform, (ii) have a valid and up-to-date payment method on file with SAI, and (iii) completed any and all required tax documentation necessary for SAI to process any payments that may be owed. 

c. Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in these Terms, if any of the requirements set forth in this section remain outstanding for six (6) months immediately following the close of a Customer Transaction, then an Affiliate’s right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). SAI will have no obligation to pay an Affiliate any Commission associated with any Forfeited Transaction. 

d. Payment Terms. SAI will be solely responsible for paying any fees incurred in connection with SAI’s payment systems, and You will be responsible for paying any wire fees or other fees associated with Your own banking or payment receipt system. Commissions will be paid out on a monthly basis to all Affiliates that have accumulated at least one thousand dollars ($1,000.00 USD) in aggregate unpaid Commissions at the time SAI distributes Commissions, but in any event Commissions will be paid no less than quarterly regardless of the aggregate unpaid Commissions amount. Commission payouts will be based only on Customer Transactions that have exceeded the applicable Linked Product return date and become nonrefundable. Payments will be made thirty (30) days after completion of the applicable Commission-eligible month or quarter, as applicable. You acknowledge and agree that payment by SAI of Commissions is contingent upon You providing all relevant payment information requested by SAI and a fully and accurately completed form W-9 or local equivalent. During Your participation as an Affiliate and for a period of up to one (1) year after the date of SAI’s final payment to You under the Affiliate Program, SAI will maintain complete and accurate accounting records in connection with Commissions owed to You under the Affiliate Program sufficient to substantiate such Commissions (“Records”). You may, through use of a reputable third-party audit firm that is acceptable to SAI in its reasonable discretion, request access to such Records for audit purposes no more than once annually during such period, provided that such audit firm agrees to reasonable confidentiality terms acceptable to SAI. If any audit reveals that SAI has underpaid any amounts, SAI will promptly remit to You such overpaid amounts.

e. Use of Affiliate Links. Affiliate Links may only be used on an Affiliate’s own owned or controlled communication outlets including website, social media pages, email marketing, or course materials. Affiliate Links should be shared only in appropriate forums relating to professional development and upskilling or otherwise discussing scrum and agile skills and topics. Affiliate Links may not be sublicensed to any third party for posting on third-party pages not owned or controlled by Affiliate. Affiliate Links may not be shared via SMS marketing. Affiliate shall use Affiliate Links strictly in compliance with all applicable law and regulation. Affiliate agrees not to post an Affiliate Link as a direct response to any SAI social media activity, including in response to SAI’s LinkedIn, Meta, or Tiktok activity, nor on SAI’s profile page on any such platform.

f. Affiliate Disclosure Requirements. In accordance with Federal Trade Commission guidance, where it is not expressly clear that the Affiliate Link is a paid advertisement, paid advertising, or otherwise promotional in nature, and/or that You are receiving compensation from SAI in connection with the Affiliate Program, You must include a material connection disclosure statement within any and all pages, blog posts, social media posts, or any other content whereYou include an Affiliate Link or otherwise advertise or endorse SAI or any Linked Product in connection with the Affiliate Program. This “material connection disclosure” statement should be clear and concise, stating that SAI is compensating You for Your participation in the Affiliate Program and that You are receiving compensation or other consideration for purchases made through the Affiliate Link. Also, any statements You make about SAI must reflect Your honest opinions, beliefs, or experiences and must not be false, misleading, or unsupported. You must follow these guidelines in making Your material connection disclosures:

i. Disclosures must be “unavoidable” and disclosures must be made as close as possible to the claims. They can be made in plain English or by use of clear hashtags such as #Scrum_Ad and #Scrum_Partner so long as you also include a statement about receiving commissions from sales through the Affiliate Link.  The use of #AffiliateLink alone is inadequate as a disclosure.

ii. Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure (e.g., disclosure should be visible before the jump) and, if made in the form of hashtags, not part of a string of hashtags. For any social media post that uses a caption, the disclosure must appear in the first two lines of the caption and before the “more” button.

iii. Pop-up disclosures are prohibited.

a. Use of Marks. During the term of Your participation as an Affiliate, in the event that SAI makes any of its Marks available to Affiliates, You may use such Marks subject to the guidelines in SAI’s Providers Marketing Resource Center located at https://providers.brand.scrumalliance.org/. You must not: (i) use Marks in a misleading or disparaging way; (ii) use Marks in a way that implies that SAI endorses, sponsors or approves of Your services or products; or (iii) use Marks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

b. SAI’s Proprietary Rights.  No license to any Linked Products or other SAI products, services, or Marks is granted under these Terms. You acknowledge and agree that the Marks are SAI’s valuable property, and SAI is the sole and exclusive owner of all rights, title and interests in and to the Marks. Any and all past, present or future goodwill arising from Your use of the Marks will inure solely and exclusively to SAI’s benefit, and You will not be compensated for the value, if any, that You contribute to the goodwill of the Marks. You have no ownership rights in the Marks and agree not to represent in any manner that You have acquired any ownership rights in the Marks.  You shall not grant or attempt to grant a security interest in, or otherwise encumber, any Mark or record any such security interest or encumbrance against any application or registration regarding any Mark in the United States Patent and Trademark Office or elsewhere. 

a. Term. These Terms will apply for as long as You participate in the Affiliate Program, until terminated.

b. Termination Without Cause.  Either party may terminate Your status as an Affiliate on fifteen (15) days written notice to the other party. In addition, SAI may terminate the Affiliate Program at any time with or without prior notice for any reason or no reason, in which case Your status as an Affiliate will terminate effective immediately. 

c. Termination for Cause.  SAI may terminate Your status as an Affiliate: (i) upon thirty (30) days’ notice to You of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if You become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (iii) immediately, if SAI determines that You are acting, or have acted, in a way that has or may negatively reflect on or affect SAI or its members.

d. Effects of Expiration/Termination. Termination or expiration of Your status as an Affiliate, except termination by SAI for cause, shall not affect SAI’s obligation to pay any Commission amounts properly owed as of the effective date of termination. Upon termination or expiration of Your status as an Affiliate, (i) except as expressly set forth, You shall no longer be eligible to receive any Commission payments; (ii) an Affiliate Lead shall not be considered valid, and SAI may choose to maintain it in its database and engage with such a prospect; and (iii) You will immediately discontinue all use of Marks and references to this Affiliate Program from Your website(s) and other collateral, except to the extent permitted pursuant to separate agreements with SAI.

 

You represent and warrant that: 

a. You have all sufficient rights and authority to agree to these Terms on behalf of the entity participating as an Affiliate and You will participate in the Affiliate Program and to provision SAI with Affiliate Leads.

b. Your participation in the Affiliate Program will not conflict with any of Your existing agreements or arrangements. 

c. You will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program, including by clearly disclosing that You are part of the Affiliate Program on any website(s) where You make an Affiliate Link available in accordance with the Affiliate Disclosure Requirements section above.

d. You will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with SAI’s own advertising, including, but not limited to, our branded keywords.

e. You will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited.

f. You will not attempt to mask the referring Affiliate Link URL information.

g. You will not use Your own Affiliate Link to purchase Linked Products Yourself.

h. You will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, iframes, or hidden frames), or offering incentives to encourage purchases or signups. 

 

You agree to defend, indemnify and hold harmless SAI and its partners, officers, directors, employees, agents, certified trainers, representatives and personnel from and against any and all liability, damages, losses, claims, demands, actions, proceedings (including arbitration), judgments, costs and expenses of every nature and kind (including reasonable attorneys’ and experts’ fees) asserted, commenced or threatened by a third party, whether actual or alleged, arising out of any claim that arises out: (a) allegations that any content or other material You distribute, display, or perform infringes or violates any intellectual property right, right of publicity, or other proprietary right (except to the extent the allegedly infringing material was SAI Content originally provided by SAI to You for such distribution, display, or performance and provided You have not modified such SAI Content in any way); (b) allegations that any of the messages You send or communications made, or Your participation in, and activities conducted in connection with the Affiliate Program violate any law or regulation or platform terms, including the CAN-SPAM Act, Telephone Consumer Protection Act, or relevant or applicable laws, rules, or regulations; (c) any advertising claim related to Your website, including content therein not attributable to SAI; or (d) Your participation in the Affiliate Program or breach of these Terms.

 

a. Disclaimer of Warranties. SAI MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE LINKED PRODUCTS OR AFFILIATE PROGRAM FOR ANY PURPOSE, INCLUDING ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SUCCESS OF ANY AFFILIATE LINK OR THE EARNING OF ANY COMMISSIONS. TO THE EXTENT PERMITTED BY LAW, THE LINKED PRODUCTS AND AFFILIATE PROGRAM ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. SAI DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE LINKED PRODUCTS AND THE AFFILIATE PROGRAM INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

b. Limitation of Liability. IN NO EVENT SHALL SAI BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN ANY MANNER IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL SAI BE LIABLE TO YOU IN AN AMOUNT THAT EXCEEDS THE TOTAL FEES PAID OR PAYABLE BY SAI TO YOU IN CONNECTION WITH THE AFFILIATE PROGRAM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH CLAIM.

a. Relationship. Each party is an independent contractor and each party’s personnel are not employees or agents of the other party for federal, state, local or other tax purposes or any other purposes whatsoever. Personnel of one party have no authority to make representations, commitments, bind or enter into contracts on behalf of or otherwise obligate the other party in any manner whatsoever. Nothing in this Agreement shall be construed or deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership, business entity of any kind, nor constitute one party an agent of the other party.

b. No Exclusivity. These Terms do not create an exclusive agreement between You and SAI. Both You and SAI have the right to work with third parties in connection with the recommending of products or distribution of products. Once SAI has received Affiliate Lead information, SAI may elect to engage with the prospect directly. Any engagement between SAI and an Affiliate Lead will be at SAI’s discretion.

c. Disputes. This Agreement, and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles or the laws of any other jurisdiction.  The parties hereby consent to the exclusive jurisdiction and venue of the American arbitration Association (“AAA”) at its New York, NY office for any arbitration proceedings arising out of or relating to this Agreement. You agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement by negotiation  If the parties are unable to reach a resolution through negotiation within thirty (30) days, they shall submit the dispute to mediation under the auspices of JAMS, with the mediation to take place at the JAMS office in New York, NY.  If mediation does not resolve the dispute, the matter shall be submitted to arbitration administered by the AAA in accordance with its applicable rules.  Each party shall bear its own costs and expenses, including attorneys’ fees, unless otherwise awarded by the arbitrator.  

d. Changes. SAI may modify these Terms or other aspects of the Affiliate Program from time to time in its sole discretion, and any such modifications shall be effective as of the date such modification is posted. SAI shall use reasonable efforts to provide notice of material changes where possible.

e. Miscellaneous. You may not assign these Terms, in whole or in part, or any of Your rights and obligations hereunder, without the prior written consent of SAI, and any attempt to do so without such consent will be null and void. SAI may freely assign these Terms, in whole or in part. The failure of either party to insist upon strict performance of any of the provisions contained in these Terms will not constitute a waiver of any rights contained herein, at law or in equity, or a waiver of any other provisions or subsequent default by the other party of any of the terms or conditions in these Terms. If any provision of these Terms is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms otherwise remain in full force and effect and enforceable. Section headers are intended for convenience only and shall not affect the meaning, construction, or interpretation of these Terms. Any provision of these Terms that contemplates performance or observance after termination or expiration of these Terms (including, but not limited to, limitation of liability, indemnification provisions and perpetual licenses) will survive. These Terms may be executed electronically and in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. These Terms, including any exhibits, schedules, and addenda now or hereafter agreed to, represent the entire agreement and supersede all previous agreements and understandings between the parties relating to the subject matter hereof, and may be changed only in a writing signed by both parties or by SAI’s modification of these Terms.