CEUFast, Inc. Affiliate Terms and Conditions

These Terms and Conditions govern participation in the CEUFast, Inc. Affiliate Program (hereinafter, either the "CEUFast Rewards” or the "Program"), which is offered by CEUFast, Inc., its subsidiary corporations, affiliate corporations, successors and assigns (collectively referred to as "CEUFast"), which operates web sites accessible through www.ceufast.com, among other URLs (collectively referred to as the "CEUFast Network"). The Program is offered to individuals or entities subject to these Terms and Conditions. The term "Affiliate" shall refer to any individual or entity who accepts these Terms and Conditions by clicking the "I Accept" icon or uses the online and offline marketing tools made for use with the CEUFast Rewards program.

<!CEUFAST, INC. AFFILIATE PROGRAM
The CEUFast, Inc. Affiliate Program enables users to add certain links and promotional features to their web sites or distribute marketing materials for which they will be eligible for compensation in accordance with, and subject to, these Terms and Conditions. CEUFast reserves the right, in its sole discretion, to alter the Program at any time for any reason or for no reason at all. Certain software and services that enable the Program to function are currently provided by a third party provider, and such third party provider has no liability to the participant in the Affiliate program. CEUFast reserves the right, in its sole discretion, to terminate the Program at any time for any reason or for no reason at all.

RREGISTRATION AND ACCEPTANCE
2.1 Age of Consent. By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that he or she is of the legal age of consent in all applicable jurisdictions and, in any event, is at least 18 years of age.
2.2 Authority to Participate. By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that he or she can lawfully bind him or herself to these Terms and Conditions and can lawfully participate in the Program in the jurisdiction(s) where Affiliate is located. No Affiliate may participate in the Program where doing so would be prohibited by any law or regulation having the force of law applicable to Affiliate.
2.3 Content of Affiliates Web Site(s). By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that his/her web site(s) does not and will not contain, display, promote or include obscene, indecent, violent, discriminatory, illegal, pornographic, or adult content, including, but not limited to, text, graphics and images. By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that his/her web site(s) contains and displays content (including, but not limited to, text, graphics and images) in addition to the links, promotional materials, and branding made available pursuant to the Program.
2.4 Information Submitted by Affiliate. By accepting these Terms and Conditions, Affiliate represents and warrants: (i) that all information submitted by Affiliate in registering for the Program is true, accurate, current, and complete; and (ii) that Affiliate shall maintain and update information submitted in registering for the Program in order to keep it true, accurate, current and complete at all times. If any information that Affiliate submits in the registration process is untrue, inaccurate, not current or incomplete, CEUFast shall have the right to terminate Affiliate's participation in the Program.
2.5 Binding Acceptance. In order to participate in the Program, Affiliate will be required to enter certain registration information and to click the "I Agree " button. BY PROVIDING REGISTRATION INFORMATION AND CLICKING THE "I AGREE " BUTTON, AFFILIATE AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. If these Terms and Conditions or any future amendment or modification thereto are unacceptable to Affiliate, Affiliate may cancel its participation in the Program pursuant to Section 7.0 regarding termination.
2.6 Participation by Nonresident Aliens and Other Foreign Persons. If you are a nonresident alien or other foreign person (such as a foreign corporation), you will not be entitled to participate in the Program.
2.7 Modification and Amendment of Terms and Conditions. CEUFast reserves the right, in its sole discretion, to change, modify, add or remove all or part of these Terms and Conditions. CEUFast will notify Affiliate of any modifications or amendments to these Terms and Conditions in accordance with the notice provisions of Section 15.0. As used throughout these Terms and Conditions, the phrase "Terms and Conditions" shall include any amendments or modifications to the Terms and Conditions expressed herein.

3.0 AFFILIATE'S OBLIGATIONS
3.1 Responsibility for Web Sites. Affiliate acknowledges and agrees that he or she shall be solely responsible for Affiliate's web site(s) and all content, products, services, and/or links displayed on or made available through or in connection with such web site(s).
3.2 Use of Links, Promotional Materials, and Branding. Affiliate agrees that he or she will only use the links, promotional materials, and branding made available through the Program in the precise manner and mode by which such links, promotional materials, and branding are made available pursuant to the Program. Affiliate further agrees that he or she will only use such links, promotional materials, and branding for the purpose of establishing links to the CEUFast Network, referring users to the services made available on the CEUFast Network, and promoting the CEUFast Network. Affiliate further agrees that he or she will only use the links, promotional materials, and branding made available pursuant to the Program as additions to the content displayed on his/her web site(s) and that such links, promotional materials, and branding shall not be the sole content on his/her web site(s).
3.3 Prohibited Conduct. Affiliate represents and warrants as follows:
Affiliate will not alter the links, promotional materials, and branding made available pursuant to the Program and will only use such links, promotional materials, and branding in the exact shape, colors, design, and configuration in which such items are made available pursuant to the Program.
Affiliate will display all links, promotional materials, and branding made available pursuant to the Program alone, with reasonable spacing between each side of such item and other graphic or textual elements.
Affiliate will not use any links, promotional materials, and branding of CEUFast other than those made available through the Program.
Affiliate will not claim or hold itself out as claiming any sponsorship by, endorsement by, or affiliation with CEUFast or its parent corporation, subsidiary corporations, successors, and assigns.
Affiliate will not use the word "ceufast" or any variation thereof in its domain name.
Affiliate will not use any computer program, robot, or other device which causes CEUFast to record a click through where no such click through has occurred.
Affiliate will not violate or encourage any third party or entity to violate any law or regulation having the force of law, including, but not limited to, laws prohibiting the sale of certain goods and services, laws prohibiting the export of certain goods or services, and laws prohibiting the obscenity.
Affiliate will not defame, impersonate or invade the privacy of any third party or entity or encourage any third party or entity to do the same.
Affiliate will not engage in any conduct that infringes the rights of any third party, including, but not limited to, the intellectual property, business, contractual, or fiduciary rights of others or encourage any third party or entity to do the same.
Affiliate will not place links, promotional materials or branding made available through this Program on a web site(s) that violates or encourages others to violate any applicable law or regulation having the force of law, or that includes offensive or hate content, or that promotes discrimination based on race, sex, religion, sexual orientation, nationality, disability, or age.
Affiliate will ensure that its web site(s) will not inhibit a user's ability to return to the CEUFast Network.
Affiliate will not use accreditation terms or marks such as “ANCC” other than those terms or marks as provided through Program materials and links.
Affiliate will not change accreditation terms or marks and shall refer to CEUFast as either “Nationally Accredited” or “CEUFast.com is an approved provider of nursing continuing education by the Texas Nurses Association, an accredited approver by the American Nurses Credentialing Center's Commission on Accreditation (ANCC).”
3.4 Audit. CEUFast shall make available to Affiliate subscription activity reports from which the number of CEUFast membership subscriptions made by visitors to Affiliate’s web site can be determined. Any audit of the records and data from which such reports are derived shall be at CEUFast’ sole discretion.

4.0 AFFILIATE'S AUTHORITY
Affiliate represents and warrants as follows:

that Affiliate has full power and authority under all applicable laws and regulations having the force of law to accept and by bound by these Terms and Conditions;

that Affiliate has full power and authority under all applicable laws and regulations having the force of law to promote CEUFast by displaying the links, promotional materials, and branding offered through the Program, including but not limited to holding all necessary licenses, consents, and approvals from all private and governmental entities in all applicable jurisdictions necessary to display the links, promotional materials, and branding;

that Affiliate has full power and authority under all applicable laws and regulations having the force of law to receive compensation in accordance with these Terms and Conditions for displaying the links, promotional materials, and branding offered through the Program, including but not limited to holding all necessary licenses, consents, and approvals from all private and governmental entities in all applicable jurisdictions necessary to display the links, promotional materials, and branding; and

that Affiliate has full power and authority under all applicable laws and regulations having the force of law to copy and display the materials (including but not limited to text, graphics and images) used or displayed at Affiliate's web site(s), including but not limited to holding all necessary licenses with respect to materials owned by third parties.

5.0 PROPRIETARY RIGHTS
5.1 License. Affiliate is hereby granted a non-exclusive, non-transferable license to copy onto and display from Affiliate's web site(s) the links, promotional materials, and branding made available through the Program in accordance with, and subject to, these Terms and Conditions during such time as Affiliate is eligible to participate, and is, in fact, participating, in the Program. Except as expressly stated herein, Affiliate shall not make any other use of CEUFast’ trademarks, service marks, copyrighted content, or other material protected by any proprietary rights. Upon request of CEUFast, Affiliate shall provide appropriate attribution of the use of CEUFast' marks (e.g., "CEUFast(sm) is a service mark of CEUFast, Inc. All rights reserved.")
5.2 CEUFast Intellectual Property. Affiliate acknowledges and agrees that the content available through the Program, including, but not limited to, links, promotional materials, and branding, and the content and Services available through the CEUFast Network are protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than as specified in Section 5.1 above.
5.3 Unauthorized Access. Affiliate shall not attempt directly or indirectly to gain unauthorized access to any servers controlled, in whole or in part, by CEUFast or to any servers controlled, in whole or in part, by any third party that may provide services in connection with the Program.
5.4 Notifications of Intellectual Property Infringement. CEUFast processes, investigates, and responds to notifications of alleged infringement in accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, CEUFast will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. CEUFast will terminate access for subscribers and account holders who are repeat infringers. Notices of claimed infringement should be directed to:
Registered Copyright Agent
CEUFast, Inc.
Po Box 3546
Lake City, Fl 32056-3546
Telephone: (386) 719-9971
Email Address:copyright@CEUFast.com
The words "Notice of Infringement" should be put in the subject line of all such notifications. If CEUFast removes or disables access to any user's material that is claimed to be infringing, CEUFast may attempt to contact the user in order to give the user an opportunity to respond to the notification, although CEUFast makes no promise to do so. Any and all counter notifications submitted by the user will be furnished to the complaining party. CEUFast will give the complaining party an opportunity to seek judicial relief in accordance with the DMCA before CEUFast replaces or restores access to any material as a result of any counter notification.

CEUFast will respond to all other notifications of claimed infringement of intellectual property rights in accordance with applicable laws.

5.5 Notifications of Claimed Infringement by Affiliate. Affiliate agrees to assume sole responsibility for compliance by Affiliate and Affiliate's web site(s) with all applicable intellectual property laws and all other laws. In the event that CEUFast should receive any notification of claimed infringement by Affiliate, Affiliate agrees to cooperate with CEUFast in expeditiously responding to such notification and resolving any claim of infringement.

6.0 COMPENSATION
6.1 Commissions. CEUFast shall compensate each Affiliate in accordance with CEUFast' then current commission schedule for each click through resulting in a CEUFast membership subscription by a visitor to Affiliate’s web site as generated by and through the link(s) that is (are) displayed on Affiliate's web site(s). Such commissions shall be payable in United States dollars. CEUFast may offer different forms of compensation in the future. Only persons who are not subject to United States federal income tax withholding are eligible to participate in the Program.

If you are a United States citizen or resident or other non-foreign person, participation in the Program and payment of commissions is conditioned upon your satisfactory completion of Internal Revenue Service Form W-9 and any other tax forms that CEUFast, in its sole discretion, determines to be necessary or appropriate.

If you are a nonresident alien of the United States or other foreign person (such as a foreign corporation), participation in the Program is prohibited.

It is each Affiliate's (and not CEUFast') obligation to ensure that the Affiliate obtains, completes in full and provides CEUFast with the necessary and appropriate Internal Revenue Service or other tax forms so that CEUFast may pay such Affiliate any commissions due Affiliate. CEUFast shall not make any commission payments to an Affiliate unless and until the Affiliate provides CEUFast with the necessary and appropriate Internal Revenue Service or other tax forms.

Click here for Internal Revenue Service Form W-9 and here for W-9 instructions. Please print, complete in full, and send to CEUFast at the following address the necessary forms:
Attention: CEUFast, Inc. Affiliate Program
CEUFast, Inc.
Po Box 3546
Lake City, Fl 32056-3546
Telephone: (386) 719-9971
PLEASE WRITE YOUR CEUFAST.COM USERNAME AND YOUR CONTACT EMAIL ON THE TOP OF THE W-9 OR CERTIFICATION FORM.

IN ORDER FOR AFFILIATE TO BE ENTITLED TO AND PAID ANY COMMISSIONS FOR ACTIVITIES IN A CALENDAR YEAR, CEUFAST MAY REQUIRE FROM AFFILIATE THE NECESSARY TAX FORMS WITHIN THIRTY (30) DAYS FOLLOWING THE END OF THE CALENDAR YEAR IN WHICH SUCH COMMISSIONS WERE EARNED. IF CEUFAST DOES NOT RECEIVE THE NECESSARY TAX FORMS BY THE AFOREMENTIONED DEADLINE, AFFILIATE WILL NO LONGER BE ENTITLED TO RECEIVE ANY COMMISSIONS FOR SUCH CALENDAR YEAR. FOR EXAMPLE, IF AFFILIATE OTHERWISE WOULD HAVE BEEN ENTITLED TO RECEIVE $200.00 IN COMMISSIONS DURING THE CALENDAR YEAR 2001, BUT FAILED TO PROVIDE CEUFAST WITH THE NECESSARY TAX FORMS BY JANUARY 31, 2002, AFFILIATE WILL NO LONGER BE ENTITLED TO RECEIVE THE $200.00 AND, AS OF FEBRUARY 1, 2002, HIS/HER COMMISSION AMOUNT WILL BE ZERO.

Payments to Affiliate shall be sent to the address provided on the tax forms submitted by Affiliate to CEUFast.
6.2 Time of Payments. Commissions shall be paid to Affiliate once per month; provided that Affiliate earns the right to receive at least $25 in commissions for a given month. Any unpaid commissions earned in one month shall be paid in the next month in which the total unpaid commissions earned by Affiliate exceeds $25. CEUFast reserves the right to deduct from Affiliate's next monthly commission payment any and all commissions corresponding to any cancelled and refunded CEUFast membership. Where no subsequent commission is due and owing, CEUFast will send Affiliate a bill for the balance of such refunded membership. Upon termination of the program or termination of Member’s participation, Member shall be paid all commissions that total at least $25. Lesser amounts shall not be paid.
6.3 Forfeiture of Accrued Commissions in Cases of Breach. Any Affiliate who violates these Terms and Conditions will immediately forfeit any right to accrued commissions.

7.0 TERMINATION
7.1 Termination. Affiliate's participation in the Program is terminable at any time and for any reason or for no reason at all, in CEUFast's sole discretion. Without limitation, Affiliate's participation in the Program shall be deemed automatically terminated immediately upon Affiliate's change in taxpayer status pursuant to Section 6.1 or upon Affiliate's violation of these Terms and Conditions or of any applicable law or regulation having the force of law. In addition, without limitation, Affiliate's participation in the Program may be terminated where CEUFast, in its sole discretion determines: (1) that any content, goods, services, or links displayed on or made available through or in connection with Affiliate's web site(s) are obscene, indecent, vulgar, offensive, dangerous, or are otherwise deemed inappropriate by CEUFast, in its sole discretion; (2) that Affiliate or Affiliate's web site(s) is or has become the subject of a government complaint or investigation; or (3) that Affiliate or Affiliate's web site(s) threatens to violate either the letter of these Terms and Conditions or the spirit behind them.
7.2 Notice of Termination. CEUFast shall provide notice of termination pursuant to Section 15.0 governing notices. Where Affiliate's participation in the Program is terminated automatically as described in Section 7.1 above, no notice of termination need be provided for such termination to be effective.
7.3 Effect of Termination. Upon termination, Affiliate shall immediately cease and desist from exercising any rights conferred by these Terms and Conditions, including, without limitation, from making any use of the links, promotional materials, and branding made available through the Program. Upon termination, Affiliate may not register for any subsequent participation in the Program or rejoin the Program, without the prior, written consent of CEUFast.
7.4 Waiver. Affiliate expressly waives any statutory or other legal protection in conflict with the provisions of this Section 7.0.
7.5 Survival. The provisions of Sections 4.0, 5.0, 7.0, 8.0, 9.0, 10.0, 11.0, 12.0, 13.0, 16.0, 17.0, 18.0, 19.0, 21.0, and 22.0 shall survive any termination of Affiliate's participation in the Program

8.0 AFFILIATE'S PRIVACY
8.1 Third Party Provider. CEUFast will provide to a third party provider the information that Affiliate submits in registering for the Program and Affiliate’s account information in order for the third party provider to provide certain services in connection with the Program. These services may include issuing checks to Affiliate reflecting commissions earned pursuant to the Program.
8.2 Social Security Number or Taxpayer Identification Number.Any Affiliate who is a United States citizen or resident or other non-foreign person acknowledges that Affiliate's United States social security number or taxpayer identification number will be provided on any Internal Revenue Service Forms 1099 or any other tax forms required to be furnished to Affiliate and provided to the Internal Revenue Service to reflect commissions earned pursuant to the Program.
8.3 Password. Affiliate shall receive a password to access Affiliate's account. Affiliate is entirely responsible for any and all activities which occur under Affiliate's password. Affiliate agrees to keep its password confidential, to allow no other person or company to use its password, and to notify CEUFast promptly if Affiliate has any reason to believe that the security of its account has been violated.
8.4 Technical Access. Affiliate acknowledges and agrees that the technical processing of Affiliate's registration information is and may be required: (a) for the Program to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Program; or (d) to conform to other, similar technical requirements. Affiliate also acknowledges and agrees that CEUFast may access Affiliate's account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Program; provided, however, that nothing in this Section shall impose such a duty on CEUFast.
8.5 Contact. CEUFast may contact Affiliate directly from time to time.
8.6 Privacy Policy. Except as expressly provided in these Terms and Conditions, information submitted by Affiliate in connection with the Program shall be governed by the CEUFast Privacy Policy.

9.0 INDEMNITY
Affiliate agrees to indemnify and hold harmless CEUFast, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including, without limitation, penalties, interest, reasonable attorneys' fees and costs claimed, demanded, or incurred in connection with any claim or demand, made by any third party due to or arising directly or indirectly out of Affiliate's conduct, Affiliate's web site(s), Affiliate's participation in the Program, any content, goods, services, or links displayed on or made available through or in connection with Affiliate's web site(s), any claim that CEUFast is obligated to pay tax obligations in connection with compensation paid to Affiliate pursuant to the Program, any alleged violation of these Terms and Conditions, any alleged violation of any applicable law or regulation, or any alleged violation of any rights of another, including but not limited to Affiliate's use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Affiliate's web site(s). CEUFast reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate, but doing so shall not excuse Affiliate's indemnity obligations. CEUFast shall have the right to participate in the defense of all claims pursuant to this Section.

10.0 TAX OBLIGATIONS
Affiliate shall be solely responsible for all tax obligations due to all taxing authorities arising from or in connection with Affiliate's participation in the Program, including, without limitation, foreign taxes, United States federal, state, and local withholding taxes, FICA, FUTA, Social Security, Medicare, SUI, and any other such taxes and deductions ("Taxes") with respect to any earnings or payments made hereunder, whether or not CEUFast legally is required to deduct said Taxes from the payments due to Affiliate hereunder. Affiliate understands and agrees that CEUFast shall not be responsible for withholding any Taxes from any payments due to Affiliate. Affiliate agrees to indemnify and reimburse CEUFast from any claim for assessment of Taxes by any foreign, United States federal, state, and/or local taxing authority, and any other costs and damages, arising from or in connection with the operation of this Section.

11.0 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
11.1 Disclaimer of Warranties. THE PROGRAM, INCLUDING ALL SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM, ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, CEUFAST DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PROGRAM, INCLUDING THE SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH PARTICIPATION IN THE PROGRAM IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
11.2 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL CEUFAST BE LIABLE TO AFFILIATE ON ACCOUNT OF AFFILIATE'S PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, INABILITY TO PARTICIPATE IN THE PROGRAM, OR FOR THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE PROGRAM. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF CEUFAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, FROM INABILITY TO PARTICIPATE IN THE PROGRAM, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PROGRAM (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE PROGRAM OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE CEUFAST NETWORK. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.

12.0 RELEASE
Affiliate hereby agrees to release CEUFast and its parents, subsidiaries, affiliates, officers, directors, agents, shareholders, and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that Affiliate may have against them arising out of or in any way related to such disputes and/or to the Program. Affiliate hereby agrees to waive all laws that may limit the efficacy of such releases.

13.0 NO RESALE, ASSIGNMENT, OR SUBLICENSING
Affiliate agrees not to resell, assign, sublicense, otherwise transfer, or delegate its rights or obligations under these Terms and Conditions without the prior express written authorization of CEUFast.

14.0 FORCE MAJEURE
Under no circumstances shall CEUFast be liable for any delay or failure in performance under these Terms and Conditions resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

15.0 NOTICES
Notices or communications pursuant to these Terms and Conditions shall be sent by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the following addresses: (a) if to CEUFast, such notices shall be addressed to affiliates@ceufast.com or CEUFast.com, P.O. Box 3546, Lake City, FL 32056-3546, (b) if to Affiliate, such notices shall be addressed to the electronic or mailing address specified when Affiliate registers for participation in the Program, or (c) such other address as either party may give the other by notice as provided above.

16.0 ENTIRE AGREEMENT
These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.

17.0 CHOICE OF LAW AND FORUM
These Terms and Conditions shall be governed by and construed in accordance with, and all legal issues arising from or related to Affiliate's participation in the Program shall be determined by, the laws of The State of Florida without regard to that state's conflict of law provisions. The state and federal courts of Florida shall be the exclusive forum and venue to resolve any and all disputes arising out of or relating to these Terms and Conditions or to Affiliate's participation in the Program. Affiliate and CEUFast consent to personal jurisdiction and venue in the appropriate state court in Columbia County, State of Florida or the United States District Court for the District of Florida.

18.0 NON-WAIVER AND SEPARABILITY
CEUFast’ failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of these Terms and Conditions to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and agree that the other provisions of these Terms and Conditions remain in full force and effect.

19.0 LIMITATION OF ACTIONS
Affiliate agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to participation in the Program or to these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

20.0 PARAHGRAPH HEADINGS AND CONSTRUCTION
All headings in these Terms and Conditions are for convenience only and shall have no legal or contractual effect. Whenever the context permits, the use of a particular gender shall include the masculine, feminine and neuter genders, and any reference to the singular or the plural shall be interchangeable with the other.

21.0 RELATIONSHIP OF PARTIES
CEUFast and Affiliate are independent contractors under these Terms and Conditions, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to these Terms and Conditions has authority to enter into agreements of any kind on behalf of the other and neither party shall be considered the agent of the other. Under these Terms and Conditions, Affiliate is contracting solely to provide advertising services for CEUFast in accordance with these Terms and Conditions. Affiliate has no contractual agreements with any provider to CEUFast.

22.0 Successors and Assigns.
These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

23.0 PARENTAL CONTROLS
Certain material available on the Internet is not appropriate for minors. To prevent or limit your children's access to such materials, a number of parental control protections (such as computer hardware, software, or filtering services) are commercially available.

24.0 NON-DISCLOSURE
Proprietary Information exchanged hereforth shall be treated as such by the Affiliate and held in the strictest of confidence. This information shall include, but not be limited to, the provisions outlined in this Terms and Conditions, product and services information, pricing, source code, company practices, methodology and procedures. The Affiliate further agrees to not distribute, decompose, disassemble, decode or reverse engineer any CEUFast or third party provider program or any portion thereof without prior written approval of CEUFast. Affiliate shall not disclose or make available to other entities the technology or business methodology in use by CEUFast.

25.0 NON-COMPETE
Affiliate shall not provide continuing education materials or services that are the same or similar as those provided by CEUFast withour prior written approval by CEUFast.

26.0 EMAIL
Emails must be either to recipients who you know, or those with whom you have some pre-existing relationship (such as visitors to your site), or to recipients who have explicitly expressed an interest in receiving offers of this type (e.g. members of opt-in email lists). We will not tolerate the sending of unsolicited bulk emails which promote or make reference to CEUFast or the Program. Other prohibited forms of advertising include postings to non-commercial newsgroups (unless they are directly related to the current message thread) and cross-posting to multiple newsgroups at once. In addition, affiliates may not advertise in any way that effectively conceals or misrepresents their identity, their domain name or their return email address. Any affiliate who, in our opinion, breaches this ruling will have their affiliate status canceled immediately and any and all outstanding commissions WILL BE FORFEITED. Do Not Send Unsolicited Email or “SPAM”. Use of online Program tools shall not be used to send unsolicited email or “SPAM”.

27.0 TELEMARKETING
Affiliate shall not initiate or through a third party service make telephone or facsimile transmissions to promote or discuss this Program.

28.0 FRAUD
CEUFast retains the right to review all commissions for possible fraud. Any incidence of fraud constitutes a breach of these Terms and Conditions.

29.0 NON-EXCLUSIVE
This is a non-exclusive agreement between CEUFast and the Affiliate. CEUFast may enter into similar agreements with other parties. Affiliate may enter into similar agreements with other parties as long as those parties are not selling the same or similar products and/or services in the Continuing Education market.

CEUFast, Inc. Affiliate Commissions Schedule

CEUFast will pay Affiliate a commission equal to fifteen (15%) percent for all new customer subscriptions beyond the first two per calendar year, utilizing the Program. For a sale to generate a commission, the customer must either enter the Affiliate’s username during checkout or arrive to website using a link provided through the Program and then purchase a subscription. A commission will only be paid if the customer is tracked as originating from your Affiliate program participation at the time of sale.

Commissions are 15% of the monthly revenue generated by Affiliate through the Program beyond the first two subscriptions generated per calendar year.

45-Day Cookie - A 45-day cookie is created and can be stored on each visitor's PC that comes from your site, ensuring that you will be properly rewarded for purchases made after his or her initial visit.
Compensation - Fees and commissions are paid monthly. Payments are net of any customer returns, all shipping and handling fees, and taxes and duties.
Exclusions – Affiliate will not be eligible for Compensation or Commission if a party comes to CEUFast through your Web site but purchases using a "reference code" or "discount code" that discounts their purchase, unless the code is provided to you directly from the Program or is obtained from the "create links" section of the CEUFast web site.

Examples: