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Affiliate Terms & Conditions

THIS DOCUMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU (“YOU,” “YOUR,” OR “YOURS”) AND EC-COUNCIL
INTERNATIONAL LIMITED (“EC-COUNCIL,” “WE,” “US,” OR “OUR”). BY CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THESE
AFFILIATE TERMS AND CONDITIONS (“AFFILIATE TERMS”), YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND
BY ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. YOU ACKNOWLEDGE AND ACCEPT LEGAL RESPONSIBILITY FOR COMPLYING WITH
EACH AND EVERY PROVISION CONTAINED IN THESE AFFILIATE TERMS. ACCEPTANCE OF THE AFFILIATE TERMS DOES NOT MEAN AN
AUTOMATIC ACCEPTANCE INTO THE AFFILIATE PROGRAM.

All capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in EC-Council
Learning Terms of Service.

Overview
These Affiliate Terms encompass all the terms and conditions that govern your participation as an affiliate in
EC-Council’s affiliate program (referred to as the “Affiliate Program”). These terms provide the guidelines
which would enable you to earn affiliate commissions by driving sales from your website to EC-Council Learning
Services, as outlined in the following provisions.
Definitions
1. “Advertising Material” means banners, creatives, keywords, product/service descriptions, email subject
  lines, slogans, trademarks, logos, images, text, links, advertising content, video, data, or other
  material provided by or on behalf of EC-Council to the Affiliate.
2. “Affiliate” means the person or entity contracting with EC-Council and intending to be bound by this
  Agreement.
3. “Affiliate Dashboard” means the centralized hub where Affiliates may access various tools and resources
  and may include Advertising Materials, Commissions and Affiliate Links.
4. “Affiliate Lead” means a User who clicks on the Affiliate Link that we have made available to you via
  the Affiliate Tool.
5. “Affiliate Link” means the unique tracking link you place on your site.
6. “Affiliate Program” means the program under which Affiliates will legally promote EC-Council Learning
  Services to receive a commission based on specific commission structure, as provided further in this
  Agreement.
7. “Applicable Privacy Laws” means all applicable data protection and privacy laws applicable to the
  Processing of Personal Data, including, when and where applicable, (a) the GDPR; (b) the UK Data
  Protection Act 2018; (c) U.S. state and federal data protection laws, rules, or regulations including
  without limitation the California Consumer Protection Act of 2018 (“CCPA”); (d) the Personal Information
  Protection and Electronic Documents Act (“PIPEDA”) and Canadian Anti-Spam Law (“CASL”), and (e) similar
  laws enacted anywhere in the world addressing the protection or the use, transmission, or other
  processing of Personal Data, each as amended, modified, and/or supplemented by the guidance or
  regulatory decisions of any relevant supervisory authority or other data protection regulatory
  authority.
8. “Commission” shall mean the payment received by the Affiliate for the completed User transactions,
  subject to exclusions as specified within these Terms.
9. “Confidential Information” means any information, reports, or data such as diagrams, plans, drawings and
  supporting records or materials (whether in writing, orally, or by any electronic or other means),
  disclosed by or relating to a party, and its respective customers or suppliers including: information
  arising during the term of this Agreement; information about a party’s business affairs, operations,
  processes, plans, intentions, product information; any reports generated by the use of the Interface;
  information about a party’s operations, products or trade secrets, design rights, market strategy and
  opportunities, customer and supplier details; information about a party’s technology (including any
  know-how and source code), data on the network, formulae, photographs, drawings, specifications,
  software programs, methodologies, samples and any technical, business plans, financial or commercial
  information relating to a party, and any derivatives of any part of any of them and which (i) is marked
  or identified as confidential; or (ii) would be regarded as confidential by a reasonable business
  person;
10. “Good Industry Practice” means the exercise of that degree of skill, diligence, prudence, and foresight
  which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the
  same type of undertaking under the same or similar circumstances.
11. “Personal Data” means any information relating to an identified or identifiable natural person (an
  identifiable natural person is one who can be identified, directly or indirectly, in particular by
  reference to an identifier such as a name, an identification number, location data, an online identifier
  or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural,
  or social identity of that natural person), or as that term (or similar variants, such as “personal
  information”) may otherwise be defined in Applicable Privacy Laws.
12. “User Transactions” means those transactions by Affiliate Leads that are eligible for Commission
  pursuant to the ‘User transactions’ section of this Agreement;
The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Processing” and “Supervisory
Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed
accordingly.
Enrolment in the Affiliate Program
1. Complete your application. Prior to enrolling in our Affiliate Program, you need to complete the
  affiliate Application (the “Application”). You need to identify your website, describe how you plan to
  promote EC-Council Learning Services on your website, and provide certain contact information, and any
  other KYC information which would be updated from time to time.
2. Application Acceptance. Upon reviewing your application, if we decide to accept it, you will receive an
  email notification confirming the approval. It is important to note that we reserve the right to accept
  or reject your application at our sole discretion. We may reject your application if any of the
  information provided is inaccurate or incomplete. We retain the right to reject your application based
  on any other reasons we deem appropriate. Your registration request will be rejected, if it is
  determined that your website or other channels includes anything unlawful, harmful, threatening,
  defamatory, obscene, harassing, discriminatory, or otherwise objectionable. For domain names associated
  with your site that are registered privately, the domain of your username/email address must match the
  URL submitted with your application. You will have no legal recourse against us for the rejection of
  your Affiliate Program application.
3. Access to the Affiliate Program. Once we have accepted your application, we will send you a welcome
  email containing your login details, which will grant you access to our Affiliate Dashboard, which may
  contain information courses to be promoted, Commissions etc. It is your responsibility to maintain the
  security of your username and password information. Please note that any Advertising Materials or
  promotional materials being used by you must be approved by us, prior to such usage. You must also
  comply with all applicable laws and regulations, including FTC guidelines.
4. You will ensure that your information including your email address is at all times complete, accurate
  and up-to-date. We may send communications to the email address associated with your account. You will
  be deemed to have received all notifications, approvals, and other communications sent to that email
  address, even if the email address associated with your account is no longer current.
Policies and Pricing
1. Customers who buy EC-Council’s products and services through the Affiliate Program are deemed to be
  Users of EC-Council Learning Services (“Users”). As such, all EC-Council’s policies and operating
  procedures concerning customer orders, customer service, and product and service sales shall apply.
2. You shall refer all questions, requests and queries regarding our products and services to us. Affiliate
  does not have the authority to make or accept any offer on our behalf.
3. The determination, alteration, or preservation of pricing for EC-Council Learning Services remains
  entirely at the discretion of EC-Council. Any matters concerning these decisions are not subject to
  dispute.
4. EC-Council reserves the right to withhold Affiliate commissions and/or terminate this Agreement for
  Affiliates found to be in violation of this policy.
Commissions:
1. Eligibility: Except in jurisdictions in which such a transaction is not permitted, you are eligible to
  earn affiliate commissions on Net Receipts during the term of these Affiliate Terms, according to the
  calculation described below. The percentage of the commission should be provided to you by EC-Council
  upon approval of your Application. Net Receipts shall mean the revenue earned by EC-Council in USD, or
  after conversion of any foreign currency received into USD at the prevailing exchange rate and credited
  to EC-Council, net of any indirect taxes or of any other taxes and net of any bank charges, handling
  charges, postage and packaging charges and any expenses that EC-Council has incurred in the process of
  the sales transaction.
2. Calculation of Affiliate commissions will be carried out on a quarterly basis. We reserve the right to
  withhold all current and future payments owed to you, including for non-compliance with the agreements,
  EC-Council’s code of conduct or non-adherence to applicable regulations and guidelines. For the purposes
  of this clause “quarterly basis” shall mean applicable quarter of a year.
3. Commissions will be disbursed solely upon receipt of a valid invoice from the Affiliate within the
  specified timeframe and subsequent approval by EC-Council. The invoice prepared by the Affiliate must
  contain all pertinent information, as mandated by relevant laws and regulations. EC-Council reserves the
  right to withhold commission for submission of inadequate invoices.
4. The payment of Commissions is subject to a minimum accumulation of USD 500.
5. Commissions displayed on the affiliate dashboard may not be the commission paid to you, since it is
  subject to applicable deductions.
6. EC-Council reserves the right to revise the Commission from time to time.
7. Affiliate Commission will be paid as per EC-Council’s payment cycle;
8. You are not eligible to receive commission or any other compensation from us if:
  - such compensation is disallowed or limited by laws or any regulations in Singapore or the laws
    or regulations of your jurisdiction.
  - the applicable User objects to or prohibits such compensation or excludes such compensation from
    its payments to EC-Council.
  - the commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in
    violation of this Affiliate Agreement, or by any other means that we deem to breach the spirit
    of the Affiliate Program.
9. Commissions will only be sent for transactions that have been successfully completed. Transactions that
  result in chargebacks or refunds will not be paid out, as per the refund policy. EC-Council reserves the
  right to seek refund of any Commission paid to the Affiliate, if such Commission is paid for a User
  Transaction resulting in a chargeback or refund or any other invalid transaction. The Affiliate agrees
  to refund the amount within a period of 15 (fifteen) days of such notice.
10. User Transactions: We will compensate you with Commission, as outlined in this section, for each User
  who successfully completes a relevant User Transaction by enrolling for EC-Council Learning Services
  subscription after clicking on an Affiliate Link provided by you. This is subject to your continued
  eligibility to receive Commission as stated in this Agreement and the User Transaction being recorded as
  a commissionable sale on the EC-Council Learning Affiliate dashboard.
11. Affliates are responsible for any and all charges, fees, taxes, exchange rates, surcharges and other
  expenses incurred in order to receive affiliate payments. Please check with your receiving banking
  institution to find out if any of these apply for your account.
12. Commissions shall be subject to applicable withholding taxes.
13. If we determine that payment of affiliate commissions to you in any jurisdiction is illegal under any
  laws, then we may reserve the right to not pay affiliate commissions for any sales made in that
  jurisdiction.
14. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid to
  you.
15. If at any time there has been no substantial activity on your account for 12 months then we will have
  the right to withhold any accrued fee. Further, any unpaid fees in your account may be subject to
  escheatment under applicable law.
16. Notwithstanding anything to the contrary in these Terms, any dispute regarding Commissions shall be
  settled by EC-Council and any such settlement shall be final and binding on the parties.
Licenses
1. You hereby grant EC-Council, a non-exclusive, non-transferable, revocable right to use your names,
  titles, and logos in the advertising, marketing, promoting, and publicizing in any manner of our rights
  under these Affiliate Terms. However, we are under no obligation to advertise, market, promote, or
  publicize.
2. You will adhere to our logo usage policy found at
  https://cert.eccouncil.org/images/doc/ec-council-logo-usage-v3.0.pdf.
3. You agree not to use our proprietary materials in any manner that is disparaging or that otherwise
  portrays us in a negative light. We each reserve all of our respective rights in the proprietary
  materials covered by this license. In addition to the license granted in these Affiliate Terms, both
  parties agree that they retain all rights, titles, and interests to their respective rights. No right,
  title, or interest is transferred from one party to the other.
4. You agree and acknowledge that all intellectual property created as part of the services performed under
  this Agreement shall vest with EC-Council.
5. EC-Council shall solely provide the Advertising Materials to Affiliate. The Affiliate shall use the
  Advertising Materials as provided by EC-Council for performing services in this Agreement and the
  Affiliate shall not market and advertise the business as contemplated in this Agreement in violation to
  the Advertising Material as provided by EC-Council.
6. You agree not to modify, alter, copy, misrepresent, sell, re-use, embellish, emulate, clone, distribute,
  or divulge in any manner the offer or the Advertising Materials or any part thereof in any way, directly
  or indirectly, without the prior written consent of EC-Council. The Affiliate shall not remove any
  proprietary notices, trademarks, or labels contained on or within the Advertising Materials, products
  and services or any graphical representation thereof.
7. EC-Council gives Affiliate no independent right to use EC-Council’s trademarks, service marks, names,
  logo, or other Intellectual Property, and reserves any rights not explicitly granted in this Agreement.
8. You will not use our trademarks, tradenames, brand name, company name (“Our Names”) or any variation of
  Our Names in your domain names or social media pages. You will not purchase any domain names that
  include Our Names or any misspellings or variations of Our Names to run promotions as an affiliate or
  otherwise. Additionally, you shall not use and include Our Names or the look and feel of Our Names on
  any social media pages where you run promotions as an Affiliate.
Obligations of the Affiliate
1. You shall place Affiliate Links on your website of your acceptance into the Affiliate Program. All
  promotional activities must be accepted by us prior to their use.
2. You will actively participate in the Affiliate Program by accessing and using promotional Affiliate
  Links provided by EC-Council.
3. You agree to be solely responsible for all costs and expenses you may incur in connection with your
  participation in the Affiliate Program and/or your performance under this Agreement including:
  - The development, operation and maintenance of your site;
  - All materials that appear on your site and the accuracy and appropriateness of such materials;
  - Ensuring that any such materials do not violate or infringe upon the rights of any third party,
    including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary
    rights, are not libellous, defamatory, misleading, false, or deceptive or otherwise illegal; and
  - Ensuring that your site and your business practices do not violate this Agreement.
4. You agree to keep your application with EC-Council updated with current and accurate information
  (including WHO-IS information) and, at all times, list the web sites you are using to drive traffic to
  us. For domain names associated with your site that are registered privately, the domain of your
  username/email address must match the URL submitted with your application.
5. You agree not to make any representations, either express or implied, or create an appearance or
  impression, directly or indirectly, that a visitor to your site is visiting our site, that a visitor to
  our site is visiting your site or that EC-Council endorses you or your site or your products and
  services (e.g., you are agreeing not to “frame” any pages or portions of our site).
Restrictions on Affiliate
1. The Affiliate shall not:
  1. incentivize or offer points, rewards, cash or prizes for any User action unless it is expressly
    noted that the Offer is an incentive offer;
  2. place misleading statements on any advertising materials or falsely suggest a link between
    EC-Council and a third-party;
  3. post any advertising materials using an unauthorized host;
  4. violate guidelines of any search engines being utilized;
  5. engage in search engine spam, doorway pages, cloaking, etc;
  6. bid on any EC-Council trademarked name or terms in any PPC/ “keyword”/ “ad-word”/offer unless
    given express written permission by EC-Council.
  7. use invisible methods to generate impressions, clicks, or transactions that are not initiated by
    the affirmative action of the User;
  8. engage in offline marketing, including facsimile or telemarketing; or
  9. otherwise engage in any misleading or deceptive conduct or violate any other restrictions
    imposed by EC-Council
  10. place any advertising material on their websites or other channels that promote, reference, or
    have links to:
    - profanity, sexually explicit materials, hate, fraud, pyramid schemes, promote violence,
      discrimination based on race, sex, religion, nationality, disability, sexual
      orientation, age, or family status, content that is libellous, defamatory, infringing,
      false, misleading, contrary to public policy, or otherwise unlawful or that is
      unsuitable or harmful to the reputation of EC-Council.
    - software piracy (warez, cracking, etc.), hacking, phreaking, emulators, ROM’s, or
      torrents;
    - illegal activities, deceptive practices or violations of the intellectual property or
      privacy rights of others;
    - personal web pages, websites under construction or without content; or
    - promote activities generally understood as internet abuse, including but not limited to
      the sending of unsolicited bulk electronic mail or the use of adware, malware, or
      spyware.
2. If the Affiliate disseminates any advertising material not provided by EC-Council, then no Affiliate
  commissions will be paid, and the Affiliate Agreement will be terminated.
3. Product Listing Ads (PLAs)/Shopping Ads: Affiliates are not permitted to use any data feed files,
  including network data feeds and shopping network data feeds, in PLAs with any of the search engines.
  Use of PLAs is not allowed by Affiliates under any circumstances.
4. Consumer Shopping Engines (CSEs): Affiliates are not permitted to use any EC-Council-brand product data
  feed files with CSEs. In addition, CSEs may not permit their third-party partners from participating in
  paid search with any of the EC-Council Materials.
5. Reseller, Auctions: Affiliates are not allowed to resell, auction, mask or manipulate the pricing of any
  EC-Council product.
6. Orders: All orders must be fulfilled by the User on an EC-Council-owned website. Affiliates are not
  allowed to take and fulfil EC-Council User orders or reorders. No link cloaking is permitted. All
  referred sales must have a “clicked from” URL associated with a referred sale.
EC-Council reserves the right to void and reverse commission for any order resulting from fraudulent activity,
in its sole discretion. Other voided orders and commission reversals may result from orders being cancelled by
the User, credit card declines, or any other situation that may result with an order not being billed and
shipped.
Affiliate Code of Conduct
1. Affiliates must not partake in any of the following activities:
  1. Not to participate in spy ware, ad ware or parasite ware techniques for driving traffic. This
    includes installing or causing to install, spyware on another’s computer, or using context-based
    triggering mechanisms to display advertisements that obscure paid advertising of other content
    on a website in a way that interferes with one’s ability to view that website. We reserve the
    right to research and investigate affiliates and their activities and, at our own discretion,
    determine whether or not these practices are in place. Affiliates found in violation of this
    policy will be immediately terminated from the Affiliate Program with any unpaid commissions
    forfeited;
  2. Attempt to modify or alter our site in any way;
  3. Engage in any direct or indirect relationships with ISPs and/or mobile carriers that results in
    address bar keyword and URL error trafficking (e.g., a user mistypes a web address in the ISPs
    address bar or search bar and is redirected to a web page that contains a link that directs the
    user to, e.g. our site);
  4. Employ the use of any type of software download or technology which attempts to intercept or
    redirect traffic or referral fees to or from any website;
  5. use any of our trademarks or EC-Council material, without our prior written approval, in an
    advertisement that is not created or provided by us in any way that might suggest, imply or
    mislead, or is likely to mislead a visitor of your website or other channel into believing that
    EC-Council, any of our other sites, or any related entity was the creator or sponsor of such
    advertisement;
  6. Employ, use, or receive any direct or indirect benefit from, any “cookie stuffing” methods
    (e.g., use of “cookie stuffing” to cause Affiliate tracking systems to conclude that a user has
    clicked through a commissionable link and to pay commissions accordingly, even if the user has
    not actually clicked through any such link);
  7. Display any material on a website or other channel containing a link to our site which contains
    viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious
    programming routines;
  8. Without our prior written approval, use any widgets on your website or other channel that
    include any of our trademarks, EC-Council Materials, or directly or indirectly send traffic to
    one of our sites;
  9. Publish, link to, sell, otherwise distribute, or place a commissionable link on the same page or
    in close proximity to any objectionable content, i.e., any material which, in our sole
    discretion, is offensive, e.g., hate speech, promotes violence or defames a particular group of
    people, contains nudity, explicit violence or sexual material or depictions thereof or promotes
    alcohol, tobacco, or gambling/lottery.
Confidentiality
1. Affiliate agrees not to use any of the Conﬁdential Information for any purpose other than for solely
  enjoying its rights in this Agreement and it shall maintain all of the Conﬁdential Information in
  conﬁdence and not disclose any portion of the Conﬁdential Information to any person or entity not
  authorized in this Agreement.
2. If EC-Council comes into the possession of the Confidential Information of Affiliate, then EC-Council
  will only use Confidential Information to enjoy its rights or comply with obligations in this Agreement.
3. The obligations of confidentiality in this Agreement will not apply to Confidential Information to the
  extent it:
  1. is in the public domain (other than as a result of a breach of this Agreement);
  2. can be demonstrated as having been independently developed by the receiving party;
  3. is required to be disclosed by law or a court order.
4. Notwithstanding anything contained above, EC-Council may disclose Confidential Information to its group
  companies.
5. Affiliate agrees that the Confidential Information is unique and valuable and any threatened breach or
  actual breach of this Agreement may result in immediate and irreparable harm, damage and/or injury to
  the disclosing party for which there might not be an adequate remedy at law; therefore, the Parties
  agree that in the event of a breach or threatened breach of this Agreement, the non-breaching Party
  shall be entitled to seek an injunction or any other order of a court of competent jurisdiction in
  addition to, and not in lieu of, any other available legal or equitable remedies.
6. This clause will survive termination of the Agreement.
Term and Termination:
1. Term: This Agreement shall be effective from the date of acceptance of your Application and shall
  continue unless terminated as per the provisions of this Clause.
2. Termination: Your Application and status in the Affiliate Program may be suspended or terminated for any
  of the following reasons:
  1. Inappropriate advertisements (false claims, misleading hyperlinks, etc.).
  2. Spamming (mass email, mass newsgroup posting, etc.).
  3. Advertising on sites containing or promoting illegal activities.
  4. Failure to disclose the affiliate relationship for any promotion that qualifies as an
    endorsement under existing Federal Trade Commission guidelines and regulations, guidelines by
    Advertising Standards Canada, UK Code of Non-broadcast Advertising, Sales Promotion and Direct
    Marketing (CAP Code) provided by Committees of Advertising Practice (CAP) and Advertising
    Standards Authority (ASA) or any applicable laws of the jurisdictions where EC-Council has its
    business operations.
  5. EC-Council will immediately terminate this Agreement with Affiliate if it comes into notice of
    EC-Council that the Affiliate has violated the Intellectual Property rights of EC-Council and
    EC-Council shall be entitled to seek an injunction or any other order of a court of competent
    jurisdiction in addition to, and not in lieu of, any other available legal or equitable remedies
    to protect its Intellectual Property rights.
  6. Self-referrals, fraudulent transactions, suspected Affiliate fraud.
  7. EC-Council determines that Affiliate is acting, or have acted, in a way that has or may
    negatively reflect on or affect EC-Council, EC-Council’s prospects, or EC-Council’s customers.
3. EC-Council may modify, discontinue, or delete—or limit or revoke your access to—all or any part of the
  Affiliate Program for any reason at any time, with or without notice. EC-Council may also modify or
  terminate this Agreement with you at any time upon notice to you and by continuing to participate in the
  Program after the effective day of any such modifications to this Agreement, will be your deemed
  acceptance to the modified terms and you agree to be bound by the modified provisions. If any
  modification to the terms and conditions of this Agreement are unacceptable to you, your only choice is
  to terminate your Affiliate account.
4. Upon termination of this Agreement, all your rights and licenses granted under this Agreement will
  immediately terminate, you will, immediately, cease to use all of advertising materials and you will no
  longer identify yourself or hold yourself out as an EC-Council Affiliate. In addition to the foregoing,
  EC-Council reserves the right to terminate any Affiliate account at any time, for any violations of this
  Agreement.
5. Termination Without Cause: EC-Council may terminate this Agreement, without cause, in EC-Council’s sole
  discretion by providing Affiliate with a written notice of thirty (30) days.
Data Protection, Security and Privacy
1. Role: The parties acknowledge that in connection with the Affiliate Program, each party may provide or
  make available to the other party User’s Personal Data. To the extent that any personal data is shared
  or processed under this Agreement, the terms set forth in this clause shall apply. Each party shall
  process the copy of the Personal Data in its possession or control: (i) as an independent controller
  (not as a joint controller with the other party; (ii) will individually determine the purposes and means
  of its processing of Personal Data under the scope and for the purposes described in this Agreement or
  as may otherwise be permitted under Applicable Data Protection Law; and (iii) will comply with
  obligations applicable to it under GDPR or UK Data Protection Act regarding the processing of Controller
  Personal Data. For the avoidance of doubt and without prejudice to the foregoing, EC-Council shall be an
  independent controller or processor of any Personal Data that it receives or shares with the Affiliate.
2. Security. In accordance with Good Industry Practice and Applicable Privacy Laws, Affiliate shall
  implement appropriate technical and organizational security measures (including maintaining appropriate
  security controls) to ensure an appropriate level of security for Personal Data in Affiliate’s
  possession or control that is appropriate to the risk presented by the Processing. In assessing the
  appropriate level of security, Affiliate shall account for the risks that are presented by Processing,
  including from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or
  access to Personal Data transmitted, stored or otherwise Processed.
3. Information provided to Data Subjects. Prior to sharing any Personal Data with EC-Council, Affiliate
  shall provide all notifications required by Applicable Privacy Laws to the relevant Data Subject with
  respect to the sharing of their Personal Data with EC-Council. Where EC-Council collects Personal Data
  directly from Data Subjects, EC-Council shall be responsible for ensuring that it provides clear and
  transparent information to Data Subjects, as required under Applicable Privacy Laws, in relation to the
  relevant Processing.
4. Notifications as to inquiry, audit. etc. To the extent permitted by law, Affiliate shall promptly
  provide a written notification to EC-Council of any third party complaint, audit, investigation or
  enquiry (whether by a Supervisory Authority, Data Subject or otherwise) establishing, alleging or
  enquiring as to possible non- compliance with any Applicable Privacy Laws in connection with Personal
  Data maintained by Affiliate for EC-Council for the purposes of this Agreement, and they will co-operate
  with EC-Council in respect thereof.
5. Personal Data Breaches. The Affiliate is aware that Applicable Privacy Laws may impose a duty on a party
  to inform the Supervisory Authority and the Data Subject in the event of personal data breach affecting
  their Personal Data. In addition to complying with its notification requirements under Applicable
  Privacy Laws, EC-Council shall promptly notify the Data Subject of any technical, organizational, or
  other incidents (including incidents at Processors) which have resulted in a personal data breach as
  defined under Applicable Privacy Laws. Accordingly, the Affiliate shall immediately notify the Data
  Subject and EC-Council of any technical, organizational, or other incidents (including incidents at
  Processors) which have resulted or may threaten to result in a Personal Data Breach as defined under
  Applicable Privacy Laws.
6. Notification of breach: Affiliate’s notification of a Personal Data Breach to the Data Subject and
  EC-Council must be comprehensive and include any information required by Applicable Privacy Laws. In the
  event of a Personal Data Breach, Affiliate should promptly take any measures required and appropriate
  under Applicable Privacy Laws and technical standards to restore the confidentiality, integrity and
  availability of Data Subject’s Personal Data and the resilience of Affiliate’s processing systems and
  services and to mitigate the risk of harm and/or any detrimental consequences for the Data Subjects
  affected or potentially affected by the personal data breach.
7. Data Subject Requests. Each party will provide the other party with reasonable assistance in complying
  with any Data Subject Request.
8. Requirements as to personnel. Affiliate shall ensure that all personnel involved in the Processing of
  Data Subject’s Personal Data are properly qualified and trained and have committed themselves to keep
  such Personal Data confidential or are under an appropriate statutory obligation of confidentiality in
  accordance with Applicable Privacy Laws.
9. Privacy Policy: Affiliate will maintain a publicly accessible privacy policy on its website that is in
  compliance with Data Privacy Laws.
Disclaimer of Warranties:
EXCEPT THE EXPRESS WARRANTY AS PROVIDED HEREIN, EC-COUNCIL MAKES NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS
OF ANY KIND CONCERNING EC-COUNCIL LEARNING SERVICE OR THEIR USE, ACCURACY AND FUNCTION SHALL NOT BE LIABLE IN
ANY MANNER FOR ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND WHETHER EXPRESS OR IMPLIED OR COLLATERAL
OR WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF
MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SERVICE WILL BE ERROR-FREE OR THAT
EC-COUNCIL LEARNING SERVICES ARE PROVIDED AS IS AND DOES NOT PROVIDE ANY GUARANTEE, ON THE TECHNICAL QUALITY,
SOUNDNESS, TIMELINESS, COMMERCIAL POTENTIAL, APPROPRIATENESS OF ITS CONTENT RELATED TO EVERY USE, APPLICATION OR
PURPOSE. EC-COUNCIL DOES NOT GUARANTEE THAT EC-COUNCIL LEARNING SERVICES WOULD BE PROVIDED WITHOUT INTERRUPTION,
ERRORS, VIRUS, OR HARMFUL COMPONENTS OR THAT EVERY SINGLE ERROR WILL BE CORRECTED AND THAT ALL THE QUESTIONS
SUBMITTED WILL BE ANSWERED.
Indemnity:
You shall indemnify and hold EC-Council as well as its subsidiaries, officers, directors, agents,
representatives, employees and third-party licensors harmless from any and all claims, liabilities, losses,
expenses or demands, including reasonable legal fees, based on, arising from, or otherwise related to (a) your
breach or violation of any of the provisions of this Agreement; (b) your act or omission; (c) breach of
applicable laws, including data privacy laws (d) any infringement or misappropriation by you of any intellectual
property or other rights of EC-Council or any third party; (e) or any activity, whether intentional or
otherwise, that may result or intends to harm to the Affiliate Program and/or to our website(s), EC-Council
Learning services.The Affiliate agrees to indemnify, defend, and hold harmless EC-Council, its subsidiaries,
group companies, employees, agents, and representatives from any losses, damages, claims, or expenses arising
from a Data Security breach, including any infringement committed by its legal representatives, subcontractors,
employees, or other agents. Additionally, the Affiliate commits to indemnify EC-Council, its affiliates,
subsidiaries, employees, agents, and representatives against any claims made by third parties resulting from or
related to any infringement by the Affiliate of the rights of such third party.
Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THESE AFFILIATE TERMS UNDER ANY CONTRACT,
NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR
ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE AFFILIATE TERMS, IN NO EVENT SHALL OUR
CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE AFFILIATE TERMS, WHETHER BASED IN CONTRACT,
NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION PAID TO YOU
UNDER THESE AFFILIATE TERMS FOR THE LAST SIX (6) MONTHS.
Miscellaneous
1. Force Majeure Neither party will be responsible for failure or delay of performance if caused by
  an act of war, hostility, pandemic, epidemic or quarantine restrictions or sabotage; act of God;
  electrical, internet, or telecommunication outage that is not caused by the obligated party;
  government restrictions; or other event outside the reasonable control of the obligated party.
  Each party will use reasonable efforts to mitigate the effect of a force majeure event.
2. Notices Any notice or other communication required, or which may be given, pursuant to this
  Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the day of
  delivery in person; (ii) five (5) days after deposit in first class registered mail, with return
  receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
  (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first
  class, certified, registered or express mail; (v) on the date sent by email; in each case
  properly posted and fully prepaid to the appropriate address set forth below, or such other
  address as a party may provide notice of in accordance with this section:
  If to EC-Council:EC COUNCIL International Limited1202 Capital Centre 5-19, Jardine’s BazaarCauseway Bay, Hong Kong 987987Legal notices: [email protected] from us to you via methods as mentioned above using the contact information on file held
  by EC-Council.
Dispute Resolution, Jurisdiction, And Attorney Fees
1. This Agreement shall be governed by and construed in accordance with the laws of Singapore.
2. All disputes or differences in respect of this Agreement or the matters contemplated by this Agreement
  shall be referred to and finally resolved by arbitration administered by the Singapore International
  Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International
  Arbitration Centre (“SIAC Rules”) as amended from time to time. The arbitration proceedings shall be
  conducted in the English language and the seat of arbitration shall be in Singapore.
3. In the event of litigation to enforce any provision of this Agreement, the prevailing party will be
  entitled to recover from the other party its costs and fees, including reasonable legal fees.
4. Class-action waiver: To the extent permitted by applicable law, you agree that any proceedings or
  disputes shall be resolved on an individual basis whether in arbitration, in court or otherwise. You
  shall not seek to have any dispute heard as a class action, a representative action, a collective
  action, a private-attorney general action or in any proceeding in which you act or tend to act in a
  representative capacity. No arbitration or proceeding will be joined, combined, or consolidated with any
  other arbitration proceedings to which EC-Council is a party without EC-Council’s prior written consent.
  1. Signatures Effective The Agreement sets out the legally binding terms of your participation in
    the EC-Council Affiliate Program. You indicate your acceptance of this Agreement and all of the
    terms and conditions contained or referenced in this Agreement by signing the Agreement.
  2. 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, between us.
    We object to and reject any additional or different terms proposed by you, including those
    contained in your purchase order, acceptance, or website or other channel. Our obligations are
    not contingent on the delivery of any future functionality or features of EC-Council Learning or
    dependent on any oral or written public comments made by us regarding future functionality or
    features of the EC-Council products.
  3. Language It is the express wish of both the parties that this Agreement and all related
    documents be drawn up in English. We might make versions of this Agreement available in
    languages other than English. If we do, the English version of this Agreement will govern our
    relationship and the translated version is provided for convenience only and will not be
    interpreted to modify the English version of this Agreement.
  4. Assignment You will not assign or transfer this Agreement, including any assignment or transfer
    by reason of merger, reorganization, sale of all or substantially all of its 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 all or substantially all of our
    assets, change of control or operation of law.
  5. Independent Contractors You and EC-Council are independent contractors and nothing in this
    Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales
    representative, or employment relationship. You have no authority to make or accept any offers
    or representations on behalf of EC-Council. You may not make any statement, whether on your site
    or otherwise, that contradicts anything contained in this section.
  6. Severability. The illegality or invalidity of any part or parts of this Agreement shall not
    affect the legality or validity of the remainder thereof. The modification or deletion of one or
    more of said parts shall have no legal effect on the contractual obligations arising from the
    rest.
  7. Waiver Failure by EC-Council to exercise, or any delay by EC-Council in exercising, any right or
    remedy provided in this Agreement (or by law) shall not constitute a waiver of the particular
    right or remedy, or a waiver of other rights or remedies.