General Terms and Conditions for the Friends Program

3.1 These terms and conditions do not establish a partnership between the parties and cannot be regarded as such. Unless expressly provided otherwise, no party is appointed or regarded as the representative of another party for any purpose.
3.2 Subject to any express provisions to the contrary in these Terms and Conditions, you shall have no right or authority to take any action, enter into any contract, make any representation, give any warranty, assume any liability, enter into any obligation of any kind, whether express or implied, on our behalf or bind us in any way.

4.1 In your Affiliate Dashboard, you will find the necessary materials for a hyperlink to our website. These materials include the HTML code for the link and/or a selection of graphic files to which the HTML code should be applied.
4.2 The HTML code as it appears in your Affiliate Dashboard must be copied exactly and may not be altered in any way. Failure to comply with this condition may result in you not receiving credit for sales of service packages made through your website.
4.3 Under no circumstances may the graphic files provided by us be modified in any way without our prior written consent. You may not use your own graphic files to link to our website.
4.4 All graphic files that we provide for use as links may be displayed throughout your website as you deem appropriate, subject to our prior consent (which shall not be unreasonably withheld), which must be obtained in each case. We reserve the right to request the modification or removal of a link from your website.
4.5 You are required to assume full responsibility for maintaining all links to our website from your website.

5.1 Each party is solely responsible for maintaining and updating its own website. Subject to the provisions of this clause 5 and clause 14 below, neither party has any obligations to the other party with respect to the maintenance or content of its website.
5.2 Subject to sub-clause 5.3 of these terms and conditions, neither party may host content that:

5.2.1 are in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory, or otherwise objectionable;
5.2.2 support or promote violence, terrorism, or other criminal activities;
5.2.3 are sexually explicit; or
5.2.4 infringe the intellectual property rights of another party or support or encourage the infringement of such rights.

5.3 Neither party is obliged to check content posted on its website by third parties in advance. However, if one party receives written notification from the other party regarding content that falls under the provisions of Section 5.2 of this agreement, this content must be removed within five working days of receipt of the notification.

6.1 As a partner, you are free to publish prices and other information about our service packages. It is your responsibility to keep this information up to date on your own; we will not provide you with updated price information.
6.2 We reserve the right to change prices at any time in accordance with our own policies.
6.3 Your responsibilities: As a ClimateMind partner, you agree that:

6.3.1 You are responsible for providing us with complete and accurate account information and keeping this information up to date. This information includes, but is not limited to: contact details, payment details, tax information, and any other details we may require. We reserve the right to request additional data on all websites where you advertise for ClimateMind and on the advertising practices you use. Failure to provide accurate information may result in exclusion from the program, suspension or termination of your affiliate account, and loss of any commissions.
6.3.2 You will not create more than one affiliate account.
6.3.3 You will act in good faith to recruit customers with a good reputation.
6.3.4 You may not recruit yourself and will not receive commissions for your own accounts. You should not use our program to refer businesses that you own or in which you have a stake or other interest.
6.3.5 You will not take any action or make any recommendations that could result in a potential loss of revenue for ClimateMind.
6.3.6 You will not participate in incentive programs or business opportunity websites that use marketing practices that could be unethical or attract customers who are not reputable.
6.3.7 You will not use copyrighted materials or third-party materials without the appropriate licenses on behalf of your recruits, or encourage recruits to use them on their ClimateMind accounts.
6.3.8 You may not copy, alter, or modify any icons, buttons, banners, graphics, files, or content contained in ClimateMind links without our prior written permission, including, but not limited to, removing or altering copyright or trademark notices.
6.3.9 You may not use black hat SEO/spam link building techniques to generate more referrals for ClimateMind.
6.3.10 You may not place ads on offensive, illegal, hateful, pornographic, or otherwise objectionable websites.
6.3.11 You agree not to violate any applicable law.
6.3.12 If we detect a pattern in your affiliate practices that, in our reasonable opinion, violates any aspect of the Terms and Conditions, we reserve the right to suspend or terminate your affiliate account and cancel any outstanding commission payments.

6.4 Partner advertising. Inappropriate advertising methods include, but are not limited to:

6.4.1 The use of illegal or spam advertising methods, e.g. unsolicited emails, unauthorized placement of links in forums, newsgroups, message boards, etc.;
6.4.2 Bidding on keywords and phrases that contain the ClimateMind brand or variations or misspellings of the trademarked term in pay-per-click or pay-per-impression campaigns in search engines (Google, Yahoo, MSN, Ask, Bing, or others) without our prior approval. You are not permitted to use the ClimateMind website(s) as the display URL in PPC ads and to link directly or redirect to the ClimateMind website(s);
6.4.3 Using ambiguous, copyright-infringing content to advertise ClimateMind;
6.4.4 Using traffic generated by pay-to-read, pay-to-click, banner exchange, click exchange, PPV advertising, pop-up/under or similar methods;
6.4.5 Offering rebates, bonuses, or other incentives to generate sales without our prior approval;
6.4.6 Offering price reduction methods, including coupons, vouchers, discount codes, or value-added offers without our prior approval;
6.4.7 Using our advertising and promotional materials, our brand, or our name in a way that negatively affects our image;
6.4.8 Using iframes or other techniques or technologies that place your affiliate tracking cookie in a way other than through an actual click;
6.4.9 Using link cloaking or masking techniques or technologies for the purpose of promoting ClimateMind on websites and/or networks that are not expressly listed in your affiliate profile and concealing this traffic source;
6.4.10 Your website(s) may NOT contain any lewd, obscene, illegal, or pornographic material, or any other material that is considered offensive. This includes, but is not limited to, fanaticism, hatred, pornography, satanic material, trademark and copyright material, all content intended for adults, etc. The classification of materials as such is subject to our reasonable opinion;
6.4.11 Your domain name(s), company name, logo, brand, product(s), project(s), service(s) may NOT contain keywords and phrases that include the ClimateMind brand or other variations or misspellings that are confusingly similar to the ClimateMind brand, name, logo, or domain name without our prior approval;
6.4.12 Your domain name(s), company name, logo, brand, product(s), project(s), service(s) may NOT contain keywords and phrases that include or are confusingly similar to third-party trademarks, names, logos, or domain names, unless you have been duly authorized by the trademark owner.
6.4.13 ClimateMind has the sole right to decide whether an advertising method you use is appropriate. The use of an advertising method that we deem inappropriate may result in a warning, suspension, or termination of your affiliate account and the cancellation of all outstanding commission payments.

We offer our services via our website in the form of courses, packages, and subscriptions. Descriptions for these packages are available at academy.climatemind.de. In your affiliate dashboard, you can view all products for which you receive a commission.

8.1 1 The terms and conditions for referring customers to us via links on your website can be found on our website at academy.climatemind.de/affiliate-program-terms.
8.2 We reserve the right to change these terms and conditions at any time and will notify you in writing of any such change with 10 business days' notice.

9.1 We undertake to use our best efforts and reasonable means to process and fulfill all orders for service packages placed by customers referred by partners.
9.2 We reserve the right to reject orders that do not meet the requirements for customer referrals set out in clause 8 of these Terms and Conditions.
9.3 It is our full responsibility to ensure that all orders are fulfilled and that the services are provided in accordance with our service level agreements. We are responsible for order entry, payment processing, cancellations, and all subsequent customer service. You will no longer have any involvement with the customer or the completion of the transaction, and all customers will be notified of this.

10.1 We will track the following elements of all sales:

10.1.1 Origin;
10.1.2 Selected service package; and
10.1.3 Revenue generated.

10.2 Complete reports on all sales generated via the links on your website are available in your partner dashboard. We reserve the right to change the form and content of these reports without prior notice.

11.1 You will receive a commission at the rates set out in subclause 11.2 on the net profits of sales generated through your website.
11.2 The commission is calculated on the following basis:

11.2.1 Notwithstanding subclause 11.2.3, you will receive a commission of commission Rate% for all sales resulting from direct referrals.
11.2.2 In the event that a customer resulting from a direct referral renews a service package after the first sale for which you received a commission, a commission of commission Rate% will be due for such renewal. If a customer does not renew a service package at the end of the original term but reactivates the service package at a later date, subclause 11.2.3 applies.
11.2.3 Cookies and IP logs identify customers who were previously referred through your website. If such customers are identified, a commission of commission Rate% will be due for sales not covered by subclause 11.2.2 (provided they were not directly referred by another partner’s website).

11.3 Subclause 11.2.3 applies only until the expiration or removal of our cookies by the customer or for a period of x days set on the system after the last direct referral for a specific customer, whichever occurs first.
11.4 If a customer cannot be tracked, no commission will be paid.
11.5 The commission will only be calculated once we have received full payment from the customer. Only after full payment has been received will the sales be logged in your partner dashboard, but they will be shown as pending in the system for x days after the order is completed (this period corresponds to the cancellation period set out in our cancellation policy).
11.6 Commission payments are scheduled for the 20th of each calendar month. Each partner receives commissions only for subscriptions that have exceeded their x-day limit, reflecting the “money-back guarantee”/refund period described in our cancellation policy. The minimum payout amount is x, e.g., \$100 in commissions per partner.
11.7 Commissions are sent to the partner’s PayPal email address or the bank account provided in the registration data. Existing subscribers of may receive part of their commissions in the form of free courses or promotional credits added to their account, up to the amount of their monthly or annual subscription fees payable to . All remaining commissions will be transferred to their PayPal account as described above.
11.8 In the case of refunds for any reason, including but not limited to fraud, and where such refunds were not caused by our fault, you may be contacted to arrange repayment of the corresponding commission.
11.9 All commissions paid to you are based on sales revenue minus applicable taxes; however, you may still be required to pay taxes on your commissions. By accepting these terms and conditions, you acknowledge that you alone are responsible for paying taxes on all income you earn through your participation in the program.
11.10 We reserve the right to change our commission rates at any time. You will be notified in writing of such a change with 10 business days’ notice (the “notice period”). You will have the opportunity to leave the program within the notice period and, if you choose to do so, you will receive the commissions due to you regardless of the total commission income requirements set out in subclause 11.6 above.

12.1 By joining the program, we grant you a non-exclusive, non-transferable, royalty-free license to use our logos and trademarks (our “trademarks”).
12.2 You may use our trademarks only to the extent necessary to create links and fulfill your obligations as a partner under these terms and conditions.
12.3 If you wish to use our trademarks for purposes other than those set out in these terms and conditions, you may do so only with prior written consent, which shall not be unreasonably withheld.
12.4 By accepting these terms and conditions, you hereby agree that:

12.4.1 our trademarks shall remain the property of {{school.company\_name}}, unless and until we transfer those trademarks to a third party;
12.4.2 nothing in these terms and conditions shall be construed as transferring any ownership rights in our trademarks to you; and
12.4.3 you will not challenge the validity of our trademarks.

13.1 Unless expressly stated otherwise, we are the sole and exclusive owners of all intellectual property rights ("IPRs") in our website, including but not limited to all codes, texts, sounds, videos, graphics, photos, and other images that form part of the website. We are also the sole and exclusive owners of all intellectual property rights contained in the accompanying documentation, including but not limited to site plans, maps, design sketches, and other preparatory material.
13.2 We are the sole and exclusive owners of all intellectual property rights that may exist in any future updates, additions, and modifications to our website, including all supporting documentation.

14.1 By accepting these terms and conditions, you warrant and acknowledge that:

14.1.1 your website does not and will not contain any content that:

• a) is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory, or otherwise objectionable;
• b) promotes or encourages violence, terrorism, or other criminal activities;
• c) is sexually explicit; or
• d) infringes or encourages or supports the infringement of another party’s intellectual property rights.

14.1.2 your website is and remains functional and, subject to the provisions of clause 19 of these terms and conditions, accessible to all internet users with reasonable downtime for maintenance or access restrictions by third parties;
14.1.3 all necessary licenses, consents, and approvals have been obtained in relation to your obligations under these terms and conditions and remain valid and effective throughout the term;
14.1.4 your obligations under these terms and conditions constitute legal, valid, and binding obligations on you. These obligations are direct, unconditional, and general obligations; and
14.1.5 you will not refer to us in any way in unsolicited bulk email campaigns or other spamming practices conducted by you.

14.2 By accepting these terms and conditions, you agree to fully indemnify us against all liabilities, losses, damages, costs, and expenses (including legal fees) that are claimed against us, incurred by us, or paid by us as a result of or in connection with:

14.2.1 the breach of a warranty you have given regarding your website;
14.2.2 a claim that your website infringes the patent, copyright, trademark, or other intellectual property rights of another person, unless the claim arises from compliance with conditions set by us; and
14.2.3 any act or omission by you or your employees, agents, or subcontractors in the performance of your obligations under these terms and conditions.

15.1 We make no warranty or representation that our website, the program, or the service packages sold through the program will meet your requirements or those of your visitors, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, that they will be secure, or that any information provided is accurate.
15.2 We do not guarantee any specific results from the use of our website or participation in the program.
15.3 We do not guarantee that our website will remain functional and accessible to all internet users.

16.1 We shall not be liable to you for any indirect or consequential damages you may suffer, even if such damage is reasonably foreseeable or if we have been advised of the possibility of such damage.
16.2 Our total liability to you in respect of any breach of our contractual obligations, breach of warranty, representation, statement, or tort or omission, including negligence, arising out of or in connection with these Terms and Conditions or the Contract shall be limited to $1.
16.3 Notwithstanding any other provision in these Terms and Conditions, our liability to you for death or personal injury resulting from our own negligence or that of our employees, agents, or subcontractors shall not be limited.

17.1 These General Terms and Conditions and the contract shall enter into force on the date of commencement and shall be binding for a period of 12 months from that date (the “Initial Term”). After the Initial Term, your registration for the program will automatically renew for an additional 12 months (each a “Renewal Term”) unless terminated in accordance with this Clause 17.
17.2 Either party may terminate the agreement in writing with 10 business days' notice:

17.2.1 at any time if the other party has committed a material breach of these terms and conditions or the contract and such breach has not been remedied within 10 business days of receipt of written notice of such breach; or
17.2.2 if the other party goes into liquidation, whether compulsory or voluntary (except for the purpose of a bona fide reconstruction or amalgamation with the prior written consent of the other party), or enters into a composition with its creditors or makes a general assignment in favor of its creditors, or if it appoints a receiver, administrator, receiver, or administrator over all or substantially all of its business or assets, or if it ceases or threatens to cease its business operations, or if it makes a material change to its business operations, or if comparable proceedings are initiated against it under foreign law.

17.3 Either party may terminate the contract at the end of the current term for any reason, provided that written notice is given at least 10 business days before the end of the current term.
17.4 Upon termination of the agreement for any reason, you must remove the links established in accordance with these terms and conditions.
17.5 Upon termination of the contract, for whatever reason, all licenses granted shall also expire.
17.6 If we terminate the contract in accordance with clause 17.2.1, any commission owed to you at that time shall be forfeited.

18.1 Each party (the “receiving party”) shall keep the confidential information of the other party (the “disclosing party”) confidential and secret and shall not, either directly or indirectly, disclose or make available the confidential information to any person other than its officers and employees who need the confidential information in order to enable the receiving party to fulfill its obligations under these terms and conditions, provided that such senior employees and staff are also obligated to keep such confidential information confidential and secret. The foregoing obligations shall not apply to information obtained by the receiving party that:

18.1.1 was publicly available at the time of acquisition; or
18.1.2 entered the public domain at a later date through no fault of the receiving party.

18.2 Each party hereby agrees and undertakes:

18.2.1 that all confidential information is and will remain the sole and exclusive property of the supplying party at all times;
18.2.2 that its right to use confidential information shall expire completely upon termination of the contract; and
18.2.3 upon termination of the agreement, to return all material containing confidential information (including information stored on digital media), or parts thereof, as well as all copies thereof, to the supplying party.

Neither party shall be liable for any failure or delay in the performance of its obligations if such failure or delay is due to a cause beyond the reasonable control of the party concerned. Such causes include, but are not limited to, power failure, failure of the Internet service provider, labor disputes, riots, fires, floods, storms, earthquakes, acts of terrorism, acts of war, government measures, or other events beyond the control of the party concerned.

The parties agree that if one or more provisions of these terms and conditions should prove to be unlawful, invalid, or otherwise unenforceable, these provisions shall be considered separate from the remaining provisions of these terms and conditions. The remainder of the terms and conditions shall remain valid and enforceable.

Unless otherwise specified in these General Terms and Conditions, the parties agree that all communications required to be delivered under the contract shall be in writing and may be sent by email to the other party's registered email address.

22.1 These Terms and Conditions constitute the entire agreement and understanding between the parties and supersede all prior oral or written agreements, understandings, or arrangements relating to the Program or the relationship between the parties. Neither party shall be entitled to rely on any agreement, understanding, or arrangement not expressly contained in these Terms and Conditions, unless made fraudulently.
22.2 Unless otherwise expressly provided in these Terms and Conditions, the contract may only be amended by a document signed by both parties.

23.1 No waiver - The parties agree that no failure by either party to enforce any provision of these Terms and Conditions shall constitute a waiver of the right to enforce that provision or any other provision of these Terms and Conditions at a later date. Such failure shall not be deemed a waiver of any prior or subsequent breach and shall not constitute a continuing waiver.
23.2 Non-Exclusivity - The relationship between the parties is and shall remain non-exclusive. Both parties are free to enter into similar relationships with other parties.
23.3 No Assignment - You may not assign your rights or obligations under these Terms and Conditions or the Agreement without our prior written consent, which shall not be unreasonably withheld.

24.1 These Terms and Conditions and the Contract are governed by the laws of England and Wales.
24.2 The courts of England and Wales shall have jurisdiction over any dispute between the parties arising out of or in connection with the Contract.