Affiliate Program Terms

Last updated: September 2026

These Affiliate Program Terms (the “Terms”) govern participation in the Affirming Business Institute Affiliate Program (the “Program”). They form a binding agreement between Affirming Business Institute, LLC, a Washington limited liability company located at 100 N Howard St. STE R, Spokane, WA 99201 (“ABI,” “we,” “us,” or “our”), and the person or entity ABI has invited to participate (“you” or “Affiliate”).

Participation is by invitation only. ABI does not accept unsolicited applications. No person becomes an Affiliate until ABI issues an invitation and you accept these Terms.

These Terms take effect on the earlier of (a) the date you submit your electronic acceptance through the form ABI provides, or (b) the date you first use an Affiliate Link (the “Effective Date”).

If you are an ABI instructor or contractor whose agreement with ABI covers affiliate compensation, these Terms apply to you as well. For as long as that agreement remains in effect, it governs your affiliate compensation and controls over these Terms to the extent of any conflict. When it ends, these Terms apply to you in full. Everything else in these Terms applies to you exactly as it applies to every other Affiliate. See Section 22.

Summary

This summary is for convenience only. It does not replace the full Terms below, which control.

You earn 10% of net Revenue on each Qualifying Purchase attributed to you, including re-certifications and additional courses where they independently qualify (Sections 1 and 5).
You get paid quarterly, with a 60-day lag for chargebacks, once your balance reaches $25 (Sections 11 and 12).
Your link or code has to be used. The tracking cookie lasts 30 days and restarts each time someone visits your link. Attribution is last-click, so a later Affiliate’s link overwrites yours (Section 4).
You must disclose that you earn a commission, every time, clearly and up front. This is a legal requirement, not a preference (Section 8).
You are not an ABI employee, agent, or representative, and being an Affiliate does not make you a Certified Queer-Affirming Business (Sections 3 and 22).
Either of us can end this at any time (Section 16).

1. Definitions

“Affiliate Link” means a unique tracking URL, and any unique coupon or discount code, that ABI issues to you for the purpose of referring purchasers to ABI.

“Program Materials” means the Affiliate Links, badges, banners, copy, images, and other promotional assets ABI makes available to you.

“Affiliate Platform” means any third-party service ABI uses to issue Affiliate Links, track referrals and conversions, calculate Commissions, or process payments.

“Qualifying Purchase” means a completed purchase of an ABI course, certification, re-certification, or other paid ABI offering where all of the following are true:

(a) the purchaser clicked your Affiliate Link within thirty (30) days before completing the purchase, or applied your unique code at checkout;

(b) ABI’s records attribute the sale to you;

(d) the purchase is not excluded under Section 6.

“Revenue” means the net amount received by ABI for the purchase, calculated after all discounts, promotional pricing, payment processing fees, payment gateway fees, taxes collected and remitted, refunds, and any other reductions applied. Revenue is adjusted downward for any refunds, chargebacks, or failed transactions. Revenue is recognized and included in Commission calculations in the period in which payment is received and cleared by the payment processor, regardless of when the course is accessed or completed by the purchaser.

“Commission” means the amount payable to you under Section 5.

“Payment Period” means a calendar quarter.

2. Eligibility and Participation

(a) Invitation only. ABI extends invitations to the Program at its sole discretion. There is no application process and no right to be invited.
(b) Requirements. You must be at least eighteen (18) years old, legally able to enter into a contract, and able to provide a valid U.S. taxpayer identification number and U.S. payment details, unless ABI agrees otherwise in writing.
(c) No cost. There is no fee to join or participate in the Program. ABI will never charge you a fee, require a purchase, or require you to buy inventory, training, or materials as a condition of participation.
(d) No vested right. ABI may decline, suspend, or end any Affiliate’s participation at any time, for any reason or no reason, in its sole discretion and without liability. Participation confers no vested, continuing, or property right, and no right to renewal, minimum term, territory, or exclusivity.
(e) Accurate information. You represent that the information you provide to ABI is true, accurate, and complete, and you will keep it current, including your email address and payment details.
(f) Non-exclusive. Your participation is non-exclusive in both directions. You may promote other products and services, including those of ABI’s competitors, and ABI may work with any number of other affiliates, including yours
(g) Your representations. By accepting these Terms you represent and warrant that: (i) you have read and understand these Terms and agree to be bound by them; (ii) you are at least eighteen (18) years old; (iii) your acceptance and participation will not violate any law, regulation, court order, or any agreement or organizational document binding on you; (iv) every Qualifying Purchase you claim is valid, genuine, and unique; and (v) you are not, and are not owned or controlled by or acting on behalf of, any person or entity named on any list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) or otherwise subject to U.S. sanctions. These representations are continuing in nature.

3. Relationship of the Parties

You are an independent party. Nothing in these Terms creates an employment, partnership, joint venture, franchise, agency, or fiduciary relationship between you and ABI. You are not an employee, agent, or representative of ABI.

You have no authority to bind ABI, enter into agreements on ABI’s behalf, make commitments or representations for ABI, accept payment for ABI, resolve customer complaints or refund requests, or otherwise act or speak on ABI’s behalf, and you shall not represent that you can.

You are solely responsible for your own taxes, expenses, equipment, staffing, and business costs. ABI provides no wages, benefits, insurance, reimbursement, or paid time off, and does not control the manner, method, timing, or location of your promotional activity.

How you may describe your affiliate role. In your capacity as an Affiliate, you may describe yourself as “an ABI affiliate” or “an affiliate partner of the Affirming Business Institute.” You shall not describe yourself as being “with ABI,” “part of ABI,” an “ABI representative,” or “ABI staff,” or otherwise describe your affiliate relationship in any way that suggests employment, agency, partnership, joint venture, or ABI’s endorsement of your own business.

Accurately describing other roles you hold. Nothing in this Section prevents you from accurately describing a different relationship you genuinely hold with ABI. If you have executed an Independent Contractor Agreement with ABI, you may describe yourself as an ABI instructor or contractor, consistent with that agreement. If you hold active ABI certification, you may describe yourself as a Certified Queer-Affirming Business in accordance with the ABI Terms of Service. In each case the description must be accurate and current, and you shall not use any such role to suggest that ABI endorses your promotional claims, your business, or your services.

Holding another role does not relieve you of Section 8. If you are an instructor, contractor, or certified business and you also earn a Commission, you must still disclose the Commission every time you promote ABI.

Participation is not certification. Being an Affiliate does not make you a Certified Queer-Affirming Business, does not entitle you to a directory listing, and does not give you any right to the ABI certification badge or to any ABI Marks and Designations that signify certification, as those terms are defined in the ABI Terms of Service. If you separately hold ABI certification, that certification is governed by the Terms of Service and is neither granted nor extended by these Terms.

4. Affiliate Links and Attribution

(a) Attribution requires the link. A Commission is earned only on a purchase that ABI’s records attribute to your Affiliate Link or unique code. Referrals made by word of mouth, by naming ABI without your link or code, or through any channel ABI cannot track do not earn a Commission.

(b) Cookie-based tracking, thirty (30) days, last click. Affiliate Links are unique to each Affiliate, and ABI uses cookie-based tracking to identify Qualifying Purchases. The tracking cookie is valid for thirty (30) days from the most recent click on your Affiliate Link, and that period restarts each time the purchaser visits your Affiliate Link. Attribution is made on a last-click basis, which means that clicking a later Affiliate Link before purchase overwrites any Affiliate cookie already in the system. There will only be one assigned Affiliate per sale. Where a purchase could be credited to more than one Affiliate, including where a purchaser applies one Affiliate’s code after clicking another Affiliate’s link, ABI’s records determine the single Affiliate credited.

Example. A prospective purchaser clicks your Affiliate Link in January but does not enroll. They return and enroll in March without clicking your link again and without applying your code. No Commission is earned, because more than thirty (30) days passed since the last click on your Affiliate Link.

(c) ABI’s records control. ABI’s tracking records, and those of any Affiliate Platform ABI uses, are the sole and determinative record of attribution. ABI is not responsible for tracking failures caused by browser settings, ad or tracker blockers, privacy tools, device switching, cookie deletion before purchase, third-party platform behavior, or purchaser conduct. No Commission is owed on a purchase that ABI’s records do not attribute to you.

(d) Your responsibility for links. You are responsible for confirming that your Affiliate Links and codes are correctly formatted and working before you send traffic to ABI. Any failure on your part to display, share, or link the correct Affiliate Link is not ABI’s responsibility, and ABI may withhold Commissions, at its sole discretion, for tracking errors caused by your editing, masking, redirecting, or tampering with an Affiliate Link.

(e) No modification or cloaking. You shall not alter, cloak, frame, mask, or embed an Affiliate Link in any way that misrepresents where it leads. Standard link-shortening services are permitted only where the destination is disclosed or apparent.

(f) Personal to you. Affiliate Links and codes are personal to you and may not be shared, sold, syndicated, licensed, or published anywhere prohibited under Section 7.

(g) ABI may change links. ABI may change, disable, expire, or reissue any Affiliate Link or code at any time, including to correct abuse or to retire a promotion.

(h) Third-party Affiliate Platform. ABI may use one or more Affiliate Platforms to issue links, track conversions, calculate Commissions, and process payments. Where ABI does so, your use of that platform is also subject to that platform’s own terms, and your acceptance of these Terms constitutes acceptance of them. ABI will identify any Affiliate Platform it uses at the time you are onboarded. ABI is not responsible for the acts, omissions, availability, or accuracy of any Affiliate Platform, but ABI remains responsible for paying Commissions properly earned under these Terms.

5. Commission

(a) Rate. For each Qualifying Purchase, you shall receive an affiliate commission equal to **ten percent (10%) of net Revenue** for that purchase, as defined in the definition of “Revenue” in Section 1.

(b) Repeat and subsequent purchases. Each purchase is evaluated separately under the definition of a Qualifying Purchase in Section 1, including re-certifications and additional courses. Having referred a purchaser once does not entitle you to a Commission on that purchaser’s later purchases.

(c) Pricing. ABI sets and may change all prices, discounts, and promotions at its sole discretion, at any time and without notice to you. Commissions are calculated on actual Revenue received, not on list price, and ABI has no obligation to maintain any price.

(d) Rate changes. ABI may change the Commission rate on thirty (30) days’ written notice to you. A rate change applies only to Qualifying Purchases completed on or after its effective date and does not affect Commissions already earned.

6. Excluded Transactions

No Commission is earned, and any Commission credited will be reversed, on:

(a) Self-referrals. Your own purchases, purchases by your spouse or domestic partner or household members, purchases by your business or any entity you own or control, and any purchase you make on behalf of another person. A purchase is treated as a self-referral where the purchaser’s surname, email address, billing address, IP address, payment instrument, or website details match yours. ABI determines in its sole discretion whether a purchase is a self-referral;

(b) purchases where you supplied a code to a person with whom you have no genuine promotional relationship, or supplied a code solely to reduce the price for a purchaser who had already decided to buy;

(d) purchases obtained through any practice prohibited by Section 7 or any breach of Section 8;

(e) purchases made using an ABI-issued scholarship, complimentary enrollment, staff enrollment, or other arrangement in which ABI receives no payment or in which net Revenue is zero;

(f) purchases completed after your participation in the Program ends, whether or not the purchaser used a link you previously posted; and

(g) any transaction ABI determines in good faith to be fraudulent, artificial, duplicative, or engineered primarily to generate a Commission.

7. Prohibited Practices

You shall not:

(a) bid on, purchase, or use “Affirming Business Institute,” “ABI,” “Affirming Business Directory,” “Certified Queer-Affirming Business,” affirmingbusinesses.com, affirmingbusinessinstitute.com, or any variation, misspelling, or confusingly similar term as a keyword, ad headline, ad copy, or display URL in any paid search, paid social, or other paid advertising. This prohibition extends to any ABI mark combined with an additional term (for example, “ABI coupon,” “ABI discount,” “ABI promo,” or “Affirming Business Institute review”), and you shall not broad match or phrase match any such keyword;

(b) outrank, or attempt to outrank, ABI’s own paid search advertisements on any keyword, use any ABI domain as a display URL, direct-link any paid advertisement to an ABI page, or engage in domain forwarding, meaning registering a domain that forwards directly to an ABI page using an Affiliate Link;

(c) register or use any domain name, subdomain, social media handle, username, page name, app name, or email address that contains or is confusingly similar to any ABI name or mark;

(d) advertise or describe ABI courses or certification as free, or state or imply any price, discount, promotion, refund, guarantee, or payment term that ABI has not published;

(e) make any false, misleading, or unsubstantiated statement about ABI, its personnel, its instructors, its Certified Businesses, its courses, its certification, its directory, or the Program;

(f) send unsolicited commercial email, text messages, direct messages, or automated calls, or otherwise promote ABI in violation of the CAN-SPAM Act, the Telephone Consumer Protection Act, or any other applicable communications or marketing law. Every marketing email you send promoting ABI must include a valid physical mailing address and functioning unsubscribe instructions, and must make clear that you, and not ABI, are the sender;

(g) market or promote ABI by facsimile, broadcast, telemarketing, text message marketing, direct mail, or any other offline method without ABI’s express prior written consent;

(h) use traffic generated by pay-to-click, pay-to-read, banner exchanges, click exchanges, cost-per-view advertising, pop-ups or pop-unders, purchased traffic, or similar methods, without ABI’s prior written consent;

(i) use any coupon or promotional code other than one ABI has issued to you through the Program, post Affiliate Links or codes on coupon, deal, cashback, rebate, or discount-aggregation sites, or offer rebates, cash back, points, gift cards, or other purchase incentives, without ABI’s prior written approval. ABI does not offer rewards or incentives to purchasers, and you shall not state or imply that ABI does;

(j) use cookie stuffing, forced clicks, pop-unders, auto-redirects, hidden iframes, adware, spyware, malware, toolbars, browser extensions, or any technology that sets or claims attribution without the purchaser’s knowing click on your Affiliate Link;

(k) operate any website, page, profile, advertisement, or account that impersonates ABI, appears to be operated or authorized by ABI, or copies, imitates, or resembles the design, look and feel, course content, or written materials of ABI;

(l) recruit sub-affiliates, share any portion of your Commission with others in exchange for referrals, promote business-opportunity or income-opportunity websites alongside ABI, or operate any multi-level, downline, tiered, or recruitment-based referral arrangement in connection with the Program;

(m) make any representation about ABI, its courses, its certification, or its directory that ABI has not published or approved in writing, including any statement about income, sales, client acquisition, legal compliance, insurance, licensure, or protection from liability;

(n) state or imply that ABI certification is required, government-mandated, legally protective, an accreditation, a license, or a regulated professional credential;

(o) resell, bundle, sublicense, group-buy, or otherwise offer ABI courses or certifications yourself, or list them on any marketplace or reseller platform;

(p) use low-quality marketing materials, or adopt any marketing practice reasonably likely to attract fraudulent, short-term, or non-genuine enrollments, or otherwise to harm ABI’s reputation or credibility;

(q) place Affiliate Links or Program Materials on any site, page, or channel, or alongside any content, that is unlawful, sexually explicit, harassing, hateful, defamatory, violent, or that demeans, dehumanizes, or expresses hostility toward any individual or community on the basis of sexual orientation, gender identity, race, ethnicity, religion, disability, age, or other protected characteristic, or that infringes the intellectual property or other rights of any third party; or

(r) engage in any conduct that violates applicable law or the ABI Terms of Service. A violation of this Section is a material breach of these Terms.

8. Required Disclosures

You must clearly and conspicuously disclose that you earn a commission every time you promote ABI. Your disclosure must comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 C.F.R. Part 255, and with any other applicable law. At minimum:

(a) place the disclosure close to the link, code, or claim it relates to, before it where possible, and never only in a bio, a hashtag block, a footer, behind a “more” expansion, or on a separate page;

(b) use plain language a reader will understand, such as “I earn a commission if you enroll through this link” or “I earn a commission if you use my code.” Tags such as “#ad,” “#sp,” or “#affiliate” standing alone may not be sufficient;

(c) make the disclosure in the same medium as the promotion, meaning spoken aloud in audio and video, on screen in video, and in text in written posts;

(d) comply with the disclosure rules of any platform you use, in addition to these Terms

(e) describe only experiences with ABI, its courses, and its certification that you have actually had, and make no claim about results you have not experienced; and

(f) if you hold any other paid or contractual relationship with ABI, including as an instructor, contractor, or certified business, disclose that relationship as well wherever it would matter to how your audience weighs your recommendation. Being an ABI instructor is a second material connection, not a substitute for disclosing the Commission.

Failure to disclose as required by this Section is a material breach of these Terms and grounds for immediate termination and forfeiture of unpaid Commissions under Section 16(e).

9. Use of ABI Marks and Program Materials

While your participation is active and in good standing, ABI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Program Materials solely to promote ABI in accordance with these Terms and any brand guidelines ABI provides. This license terminates automatically when your participation ends or upon your breach of these Terms.

You shall not: modify, recolor, distort, animate, crop, or recreate any ABI logo or mark; combine an ABI mark with your own to create a composite mark; use any ABI mark in a manner that suggests endorsement, sponsorship, partnership, or affiliation beyond your role as an Affiliate; use the ABI certification badge or any ABI Marks and Designations signifying certification unless you separately hold active ABI certification; or register or attempt to register any ABI mark, or any confusingly similar mark, in any jurisdiction.

All goodwill arising from your use of the ABI marks inures solely to ABI. ABI may require you to modify or remove any promotional use at any time and for any reason, and you shall comply within five (5) business days of written notice.

Your content. You retain ownership of the promotional content you create. You grant ABI a non-exclusive, worldwide, royalty-free license to reproduce, display, and distribute your name, business name, likeness, logo, handle, and any public promotional content you create about ABI, for the purpose of operating and promoting the Program and ABI. This license ends within a reasonable time after your participation ends, except for materials already used in marketing that have been distributed and for records ABI must retain.

10. Conduct Standards

You acknowledge that as an Affiliate you will be publicly associated with ABI. You agree to maintain professional conduct and to avoid public statements, actions, or behavior that:

(a) directly contradict or undermine ABI’s stated values as posted on affirmingbusinesses.com and affirmingbusinessinstitute.com at any given time;

(b) constitute harassment, discrimination, or harm toward individuals based on sexual orientation, gender identity, race, ethnicity, disability, or other protected characteristics;

(c) demean, dehumanize, or express hostility toward any individual or community based on sexual orientation, gender identity, race, ethnicity, religion, disability, age, or other protected characteristics, regardless of whether such conduct constitutes a legal violation;

(d) are reasonably likely to materially damage ABI’s reputation or brand by association; or

(e) violate applicable laws or regulations in a manner that becomes public knowledge.

ABI may end your participation for conduct under this Section immediately and without notice. Because participation is terminable at will under Section 16, ABI is not required to establish any of the above in order to end your participation.

Nothing in this Section restricts your right to state your honest opinion about ABI, to publish a truthful review or complaint, to communicate with a government agency, or to make any other statement protected by applicable law.

11. Payment Schedule and Reporting

Commissions are paid on a quarterly basis with a sixty (60) day lag for chargebacks, according to the following schedule:

For sales made in Q1 (January to March), payment will be due by the end of May the same year.
For sales made in Q2 (April to June), payment will be due by the end of August the same year.
For sales made in Q3 (July to September), payment will be due by the end of November the same year.
For sales made in Q4 (October to December), payment will be due by the end of February of the following year.

ABI may transition to more or less frequent payment periods at its discretion, upon providing thirty (30) days’ written notice to you. Such changes shall not affect the calculation or amount of Commissions owed.

With each payment, ABI shall provide you a statement showing: (a) net Revenue attributed to you for that period; (b) your Commission rate; (c) the number of Qualifying Purchases; (d) any reversals or adjustments applied and the reason for them; (e) your total Commission amount; and (f) the payment date.

Payments are made in U.S. dollars by the method ABI designates. You are responsible for any fees your own bank or payment provider charges.

12. Minimum Payment

If your Commissions for a Payment Period total less than twenty-five dollars ($25), ABI may carry the balance forward to the next Payment Period rather than processing a separate payment. Carried balances accumulate and are paid in the first Payment Period in which the accumulated total reaches twenty-five dollars ($25).

Regardless of the threshold, ABI will pay any accumulated balance greater than zero in the payment cycle for Q4 of each calendar year, so that no balance is carried for more than one year, provided you have satisfied Section 14.

Any accumulated balance remaining when your participation ends will be paid in the next regular payment cycle regardless of the $25 threshold, provided you have satisfied Section 14 and the balance is not forfeited under Section 16(e).

13. Refunds, Chargebacks, and Reversals

If a purchase is refunded, returned, charged back, disputed, reversed, cancelled, or fails, the Commission for that transaction shall be reversed in the Payment Period in which the refund, chargeback, or reversal is processed, regardless of how much time has passed since the Commission was earned or paid.

A partial refund reverses the Commission for that transaction in full, in the same manner as a full refund.

If reversals cause a Payment Period balance to become negative, ABI may offset the negative balance against future Commissions. If your participation ends with a negative balance, or if future Commissions are insufficient to offset it, ABI may invoice you for the outstanding amount and you agree to pay it within thirty (30) days of the invoice date.

ABI may also withhold, reverse, or recover any Commission that ABI determines in good faith was earned through fraud, misattribution, a tracking or accounting error, or a violation of these Terms.

14. Taxes

You are solely responsible for all federal, state, and local taxes, including self-employment tax, on any Commission you receive. ABI does not withhold taxes and does not provide tax advice.

Before ABI issues your first payment, you must provide a completed IRS Form W-9 (or the applicable Form W-8 series if you are not a U.S. person) and valid payment details. ABI may withhold payment until it receives them. ABI will issue an IRS Form 1099-NEC where required by law. If you fail to provide a valid taxpayer identification number, ABI may apply backup withholding as required by law or withhold payment until you provide one.

If ABI requests tax or payment information from you and you do not provide it within ninety (90) days of the request, ABI may suspend your participation in the Program and withhold all payment until you do. ABI will hold your accumulated balance and will handle any balance that remains unclaimed in accordance with applicable unclaimed property law. ABI will not forfeit an earned Commission solely because you were slow to provide tax or payment information.

15. No Guarantee of Earnings

ABI has provided no representations, warranties, or guarantees of any kind regarding sales volume, the number of Qualifying Purchases, or the amount of any Commission you may earn. Any figures, examples, case studies, or projections provided at any time are illustrative estimates only, are not binding commitments, and shall not be construed as promises of future performance or minimum earnings.

You acknowledge that Commissions depend entirely on actual Qualifying Purchases, that ABI has no obligation to achieve any particular sales volume, to maintain any course or price, or to continue the Program, and that **you may earn little or no Commission.** You further acknowledge that you are not relying on any earnings representation in accepting these Terms, and that no cost, purchase, or investment of any kind is required of you.

16. Term and Termination

These Terms remain in effect from the Effective Date until terminated as provided below.

(a) At-will termination. Either party may terminate at any time, with or without cause and with or without reason, effective immediately upon written notice.

(b) Suspension. ABI may suspend your participation, disable your Affiliate Links and codes, and withhold payment pending investigation of a suspected breach of these Terms.

(c) Your obligations on termination. Within five (5) business days of termination you shall remove all Affiliate Links, codes, and Program Materials from every website, page, profile, channel, email, and communication under your control, cease all use of the ABI marks, and stop representing that you are an ABI affiliate

(d) Payment of earned Commissions. Commissions on Qualifying Purchases completed before the termination date shall be paid in the next regular payment cycle, subject to Sections 12, 13, and 14, and subject to subsection (e) below.

(e) Forfeiture. If ABI terminates your participation because of fraud, self-referral or other excluded transactions under Section 6, or a violation of Section 7 (Prohibited Practices), you forfeit all unpaid Commissions attributable to the transactions affected by that conduct, and ABI may recover any Commission already paid on those transactions. If ABI determines in good faith that the conduct was systematic, or that affected and unaffected transactions cannot reasonably be separated, you forfeit all unpaid Commissions. For any other material breach, including a failure to disclose under Section 8, ABI may withhold payment pending cure and may forfeit unpaid Commissions earned during the period of breach. Forfeiture is in addition to, and not in place of, any other remedy available to ABI. Commissions are not forfeited where ABI terminates without cause or where you terminate.

(f) No accrual after termination. No Commission accrues on any purchase completed after the termination date, whether or not the purchaser used an Affiliate Link you previously posted.

17. Program Availability and Changes to These Terms

ABI may modify, suspend, or discontinue the Program, any course, any certification program, or any Affiliate Link at any time, in whole or in part, without liability to you. No Commissions accrue or are owed during any period in which a course is offline or otherwise unavailable for purchase, for any reason. You waive any claim against ABI for Commissions or lost earnings arising from any period of unavailability, from any change in pricing, or from discontinuation of the Program or of any course.

ABI may amend these Terms. ABI will post the revised Terms with an updated “Last updated” date and will give you at least thirty (30) days’ written notice of any material change by email. Amendments apply prospectively only and do not affect Commissions already earned. Your continued participation after an amendment takes effect constitutes acceptance of it. If you do not agree to an amendment, your remedy is to terminate under Section 16.

18. Confidentiality

In connection with the Program, ABI may share non-public information with you, including unreleased course, product, or feature plans; pricing, discount, and promotional strategy; marketing calendars; sales, conversion, and Program performance data; purchaser and prospect information; and business plans and financial information (“Confidential Information”). You shall use Confidential Information only to perform under these Terms, shall not disclose it to any person, and shall protect it as strictly confidential.

Your obligation continues after termination as follows: (a) in perpetuity for information that constitutes a trade secret under applicable law, including the federal Defend Trade Secrets Act, for so long as it remains a trade secret; and (b) for five (5) years after the termination date for all other Confidential Information.

Confidential Information does not include information that: (i) is publicly known due to disclosure by ABI; (ii) you received from a third party who has no confidentiality obligation; (iii) you independently developed without use of ABI’s Confidential Information; (iv) is disclosed by operation of law; or (v) both parties agree in writing is not confidential.

Nothing in this Section prevents you from disclosing your own Commission earnings, from making any disclosure protected by applicable law, or from reporting suspected unlawful conduct to a government agency. Consistent with the Defend Trade Secrets Act, you are not criminally or civilly liable for disclosing a trade secret in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a document filed under seal in a lawsuit.

If you have separately executed a Non-Disclosure Agreement with ABI, that agreement governs your confidentiality obligations and controls over this Section to the extent of any conflict.

19. Privacy and Data

If you collect personal information from prospective purchasers in connection with promoting ABI, you do so as an independent party and are solely responsible for handling it lawfully, including obtaining any required consent and providing any required notice. You shall not represent that ABI’s Privacy Policy applies to information you collect, and you shall not sell, rent, license, or transfer any list of ABI purchasers, enrollees, or prospects.

ABI does not provide you with purchaser identities, contact information, or payment information. Any Program reporting ABI makes available to you, including through any Affiliate Platform, is provided solely so that you can verify your own Commissions. If that reporting includes any purchaser information, it is Confidential Information under Section 18 and you shall use it only for that purpose.

20. Disclaimers and Limitation of Liability

THE PROGRAM AND ALL PROGRAM MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ABI DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ABI DOES NOT WARRANT THAT AFFILIATE TRACKING WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, OR COMPLETE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND REGARDLESS OF THE THEORY OF LIABILITY, ABI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATING TO THE PROGRAM, EVEN IF ABI HAS BEEN ADVISED OF THE POSSIBILITY. ABI’S TOTAL LIABILITY FOR ANY CLAIM RELATING TO THE PROGRAM WILL NOT EXCEED THE GREATER OF (A) THE TOTAL COMMISSIONS ABI PAID YOU IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE, OR (B) ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow certain warranty or liability exclusions, so some of the above may not apply to you, and nothing here limits rights that cannot be waived under applicable law.

21. Indemnification

You agree to defend, indemnify, and hold harmless ABI and its members, officers, employees, contractors, and agents from and against any claims, demands, actions, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) your breach of these Terms; (b) your promotional statements, content, claims, advertising, or endorsements regarding ABI; (c) your failure to make the disclosures required by Section 8; (d) your violation of any law, including advertising, endorsement, email, telemarketing, and privacy laws; (e) your violation of the rights of any third party; and (f) your own business, services, conduct, acts, or omissions.

ABI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with ABI’s defense of that claim. You shall not settle any such matter in a manner that imposes obligations on ABI without ABI’s prior written consent.

22. Relationship to Other ABI Agreements

(a) Instructors and contractors. These Terms apply to every Affiliate, including any Affiliate who has executed an Independent Contractor Agreement with ABI that provides for affiliate compensation (an “ICA”). For so long as your ICA remains in effect, that agreement governs your affiliate compensation and controls over these Terms to the extent of any conflict. Upon termination or expiration of your ICA, these Terms apply to you in full and without modification, and you are entitled to no instructor-specific benefit under the ICA with respect to the Program. For this purpose, affiliate compensation means your commission rate, the payment schedule, minimum payment, reversals, and the combination of affiliate commissions with any other compensation payable to you under your ICA. All other provisions of these Terms apply to you in full.

(b) Certified businesses and directory users. If you also hold ABI certification or use the ABI directory, your use of the ABI platform, your certification, and your directory listing are governed by the ABI Terms of Service. These Terms govern only your participation in the Program. Termination of your participation in the Program does not affect your certification, and expiration or revocation of your certification does not by itself end your participation in the Program, although ABI may end either at any time.

(c) Non-Disclosure Agreement. Section 18 states the relationship between these Terms and any separately executed Non-Disclosure Agreement.

(d) No certification granted. For the avoidance of doubt, nothing in these Terms grants you certification, a directory listing, or any right to use the ABI certification badge.

23. Dispute Resolution

In the event of any dispute between the parties arising out of or relating to these Terms or the Program, the parties agree to the following process:

(a) Good Faith Negotiation. The parties shall first attempt to resolve the dispute through good faith discussion within thirty (30) days of written notice of the dispute.

(b) Binding Arbitration. If the dispute is not resolved through negotiation, either party may pursue binding arbitration by providing written notice within one (1) year of the date the dispute first arose. Arbitration shall be conducted under the rules of the American Arbitration Association (AAA) in Seattle, Washington, or remotely via video conference at the mutual agreement of the parties. The arbitrator’s decision shall be final and binding

(c) Cost Allocation. The costs of arbitration shall be split equally between the parties unless the arbitrator determines otherwise. Notwithstanding the foregoing, where the total amount in dispute is five thousand dollars ($5,000) or less, ABI shall pay all AAA filing, administrative, and arbitrator fees. Each party shall bear its own attorneys’ fees and costs, except that the prevailing party in arbitration may recover reasonable attorneys’ fees from the non-prevailing party. In the event the arbitrator determines that a claim was brought in bad faith or without reasonable basis, the arbitrator may award the prevailing party all costs and fees regardless of the above allocation.

(d) Injunctive Relief. Nothing in this Section prevents either party from seeking injunctive relief in court for breach of confidentiality obligations, unauthorized use of the ABI marks, or imminent irreparable harm. The right to seek injunctive relief is not subject to the arbitration requirement.

24. Payment Disputes

If you dispute a Commission calculation, you shall notify ABI in writing within ninety (90) days of the payment or statement date, with specific evidence and documentation. The parties will attempt to resolve the dispute in good faith within thirty (30) days. If unresolved, either party may pursue remedies under Section 23. A Commission calculation that is not disputed within ninety (90) days is deemed accepted, except in the case of ABI’s fraud or manifest error.

If ABI fails to pay any Commission within thirty (30) days of the due date, you may provide written notice of non-payment. If payment is not received within thirty (30) days of that notice, the parties agree to attempt good faith resolution, and if the dispute remains unresolved forty-five (45) days after the initial notice, either party may pursue remedies under Section 23.

25. Written Notice

All notices under these Terms shall be in writing and delivered by email to the email address provided by each party. Notice is effective upon confirmed delivery or twenty-four (24) hours after sending, whichever is earlier. Each party is responsible for maintaining a current email address on file and notifying the other party of any changes. A change of email address takes effect upon receipt of written notification and does not require amendment or re-execution of these Terms.

Notice to ABI shall be sent to [email protected].

26. General

(a) Governing law and jurisdiction. These Terms shall be governed by the laws of the State of Washington, without regard to its conflict-of-laws rules. For any matters subject to court proceedings, including injunctive relief, the parties consent to the exclusive jurisdiction of the state and federal courts located in King County, Washington.

(b) Assignment. You shall not assign, sell, transfer, delegate, or otherwise dispose of any rights or obligations under these Terms without ABI’s prior written consent. Any purported assignment without consent is null and void and constitutes a material breach. ABI may assign these Terms to a successor entity or acquirer without your consent, provided the successor assumes ABI’s payment obligations to you.

(c) Entire agreement. These Terms, together with any brand guidelines and any Program policies ABI posts, constitute the entire agreement between the parties with respect to the Program and supersede all prior or contemporaneous discussions, negotiations, representations, or agreements relating to that subject matter, whether oral or written. These Terms do not supersede or invalidate any separate agreement between the parties addressing a different subject matter, including any Independent Contractor Agreement, Non-Disclosure Agreement, or the ABI Terms of Service.

(d) Amendment. These Terms may be amended only as provided in Section 17 or by a writing signed by both parties.

(e) Waiver. The failure of either party to enforce any provision of these Terms shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision.

(f) Severability. If any provision is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force. If a court or arbitrator finds a provision invalid or unenforceable but that limiting it would make it valid and enforceable, that provision shall be deemed written, construed, and enforced as so limited.

(g) Survival. Sections 3, 6, 9 (as to post-termination obligations), 10, 11, 12, 13, 14, 15, 16(c)–(f), 18, 19, 20, 21, 22, 23, 24, 25, and 26 survive termination or expiration of these Terms.

(h) Force majeure. Neither party is liable for failure to perform due to circumstances beyond its reasonable control, including acts of God, government action, platform or payment processor failure, or insolvency. This does not affect ABI’s obligation to pay Commissions already earned once performance resumes, and does not affect any non-waivable statutory right.

(i) No third-party beneficiaries. These Terms confer no rights or remedies on any person other than you and ABI.

(j) Electronic communications and signature. You consent to receive communications from ABI electronically and agree that your electronic acceptance of these Terms has the same legal effect as a handwritten signature.

(k) Headings. Section headings are for convenience only and do not affect interpretation.

(l) Interpretation. These Terms shall not be construed against ABI as drafter.

(m) U.S.-directed program. The Program is operated from the United States and directed to participants in the United States.

27. Acceptance

Access to and participation in the Program is subject to these Terms. By submitting your acceptance through the form ABI provides, or by using an Affiliate Link, you acknowledge that you have read, understood, and agree to be legally bound by these Terms, together with the ABI Terms of Service. Please take the time to read them. If you do not agree to any part of them, do not participate in the Program.

Electronic acceptance. You consent to transact electronically. Your electronic acceptance of these Terms, including checking an acceptance box or submitting an acceptance form, has the same legal force and effect as a handwritten signature under the federal E-SIGN Act and the Washington Uniform Electronic Transactions Act, and no handwritten signature is required. ABI will record the date of your acceptance and the version of these Terms you accepted, and will provide you a copy on request.

Record of version. These Terms are identified by the “Last updated” date of this contract. ABI will notify you of material changes as provided in Section 17, and your acceptance applies to the version in effect on the date you accepted it until any amendment takes effect. You are not required to re-accept these Terms following an amendment. An amendment takes effect, and binds you, as provided in Section 17, and your continued participation in the Program after the amendment takes effect constitutes your acceptance of the amended Terms.

No handwritten signature is required or accepted. Acceptance of these Terms is made electronically through the acceptance form ABI provides. ABI does not countersign these Terms, and no separately executed copy is necessary for these Terms to bind you.

Questions about these Terms?

Affirming Business Institute, LLC
100 N Howard St. STE R, Spokane, WA 99201
Email: [email protected]