These Affiliate Program Terms and Conditions ("Agreement") constitute a legally binding agreement between you, the Affiliate ("Affiliate," "you," or "your"), and Corypheus, Inc. DBA Russian Math Tutors, a California Corporation ("Company," "we," "us," or "our").
By submitting an application to join our Affiliate Program or by participating in the Affiliate Program, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree with any provision of this Agreement, you may not participate in the Affiliate Program.
Affiliate: An individual or entity that promotes the Company's services in exchange for compensation according to the terms of this Agreement.
Affiliate Link: The unique tracking link assigned to you for promoting our services.
Commission: The amount paid to Affiliates for Qualified Referrals.
Customer: An individual or entity that purchases services from the Company.
Qualified Referral: A Customer who (i) has not previously used the Company's services, (ii) accesses the Company's website through your Affiliate Link, (iii) completes the registration process, and (iv) pays for and receives tutoring services.
3.1 Application Process. To participate in our Affiliate Program, you must submit a complete and accurate application. We reserve the right to approve or reject any application in our sole discretion.
3.2 Account Information. You must provide and maintain accurate account and tax information. You are responsible for keeping your password and account access information secure.
3.3 Multiple Accounts. You may maintain only one Affiliate account unless we explicitly approve additional accounts in writing.
4.1 Commission Rates. You will receive:
4.2 Commission Term. Commissions will be paid for a period of twelve (12) months from the date of the Qualified Referral's first paid tutoring session.
4.3 Payment Schedule. Commissions will be calculated on a monthly basis and paid within fifteen (15) business days after the end of each calendar month, provided that the total amount due exceeds $50.00 USD. Amounts below $50.00 USD will be held until the threshold is reached.
4.4 Payment Methods. Payments will be made via PayPal, ACH transfer, or other methods as determined by the Company. You are responsible for providing accurate payment information.
4.5 Taxes. You are responsible for all taxes related to your Commission payments. If required by law, you must provide valid tax documentation before receiving payments.
5.1 Compliance with Laws. You must comply with all applicable laws, regulations, and guidelines, including but not limited to advertising laws, data protection laws, and consumer protection laws.
5.2 Truthful Promotion. You must accurately and truthfully represent our services. You may not make false, misleading, or exaggerated claims about our services or the benefits of using them.
5.3 Disclosure Requirements. You must clearly disclose your relationship with us in accordance with the Federal Trade Commission's guidelines on endorsements and testimonials, or equivalent regulations in your jurisdiction.
5.4 Prohibited Activities. You are expressly prohibited from:
6.1 Approved Materials. We may provide you with approved promotional materials. You may only use materials that we have approved for your promotional activities.
6.2 Intellectual Property Rights. Our name, logo, website, and services contain material protected by copyright, trademark, and other intellectual property laws. You may not use our intellectual property without our prior written consent.
6.3 License Grant. We grant you a limited, non-exclusive, non-transferable, revocable license to use our approved promotional materials solely for the purpose of promoting our services under this Agreement.
7.1 Tracking System. We will track Qualified Referrals and related Commission payments using our internal tracking system. Our tracking and reporting system will be the sole determinant of Qualified Referrals and Commission calculations.
7.2 Reporting Access. You will have access to reports detailing your Qualified Referrals and Commission earnings through your Affiliate account.
7.3 Disputes. Any disputes regarding tracking or Commission calculations must be submitted in writing within thirty (30) days of the disputed report. Otherwise, the reported figures will be deemed accepted and final.
8.1 Term. This Agreement will commence upon our acceptance of your Affiliate Program application and will continue until terminated.
8.2 Termination Without Cause. Either party may terminate this Agreement at any time without cause by providing seven (7) days' written notice to the other party.
8.3 Termination With Cause. We may terminate this Agreement immediately if we determine, in our sole discretion, that you have violated any provision of this Agreement or have engaged in any activity that could damage our reputation or business.
8.4 Effect of Termination. Upon termination:
9.1 Right to Modify. We reserve the right to modify any terms and conditions of this Agreement, including but not limited to Commission rates, payment procedures, and program rules.
9.2 Notice of Modifications. We will provide notice of material changes to this Agreement by posting the updated Agreement on our website and/or by sending an email to the address associated with your Affiliate account.
9.3 Continued Participation. Your continued participation in the Affiliate Program following notice of any modification constitutes your acceptance of the modified terms.
10.1 Disclaimer of Warranties. THE AFFILIATE PROGRAM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
10.2 Limitation of Liability. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 Cap on Liability. THE COMPANY'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSION PAID TO YOU DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from: (i) your violation of this Agreement; (ii) your violation of any law or the rights of a third party; or (iii) your promotion of the Company's services.
You agree to maintain the confidentiality of any non-public information provided to you by the Company, including but not limited to Commission rates, promotional strategies, and customer information. This obligation survives the termination of this Agreement.
You and the Company are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and the Company. You have no authority to make or accept any offers or representations on our behalf.
14.1 Assignment. You may not assign or transfer this Agreement, or any rights or obligations under this Agreement, without our prior written consent. Any attempt to do so will be void.
14.2 Entire Agreement. This Agreement constitutes the entire agreement between you and the Company regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
14.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of laws principles.
14.4 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration conducted in [Your City, State] in accordance with the rules of the American Arbitration Association.
14.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
14.6 No Waiver. Our failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
14.7 Force Majeure. Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riot, embargoes, acts of civil or military authorities, fire, flood, accident, or strikes.
14.8 Notices. All notices must be in writing and shall be deemed delivered upon receipt when delivered personally or by email, or three (3) business days after being deposited in the mail.
If you have any questions about this Agreement or the Affiliate Program, please contact us at:
Corypheus Inc. DBA Russian Math Tutors
Address: 389 Huckleberry Dr. San Jose, CA 95123
Email: [email protected]
Phone: +1 (408) 960-5333
Last Updated: 02/24/2025
