Purpose. The Company is in the business of offering online courses in data science skills. The company is desirous of gaining additional clients/customers for its online course and to support its overall business of providing data science skills and learning to its customer base. Affiliate is in a position to refer potential clients/customers to the Company.

Referral Arrangement. Upon the Effective Date of this Agreement, Affiliate may, from time to time, refer potential clients/customers to the Company. The Company will pay Affiliate a fee for these referrals as calculated in the Compensation section directly below. The Company may reject any referral from an Existing Client (as defined below) or from an individual or entity that the Company has already commenced discussions with prior to the referral. No referral fee shall be earned from an Existing Client referred to the Company. For purposes of this Agreement, an Existing Client shall be a customer the Company has furnished services to in the last twelve (12) months prior to the referral.

Compensation. Company shall pay Affiliate thirty percent (30%) of Fees (as defined below) collected for each successful referral within the first (3) three months of their signup date, where a successful referral is defined as a referral that becomes a paying client/customer of Company. The Company shall pay Affiliate quarterly for any Fees collected for a successful referral.  For purposes of this Agreement, “Fees” shall be defined as revenue collected from a referral for the first three months after signup, less any offset due to refund. Affiliates are responsible for any and all charges, taxes, exchange rates, surcharges, and other expenses arising out of the Affiliate relationship with us including those incurred in order to receive any Commission.

Term and Termination. This Agreement shall commence upon the Effective Date, as stated above, and will continue until either Company or Affiliate ends this Agreement in writing. This Agreement may be terminated at any time by either Party upon thirty (30) days written notice to the other Party. Upon termination, Company shall pay Affiliate all compensation due and owing for referrals made prior to the date of termination, but not yet paid.

Confidentiality. During the course of this Agreement, it may be necessary for the Company to share proprietary information, including, but not limited to, trade secrets, industry knowledge, business plans, documents, materials, inventions, strategies, including all copies, abstracts, and derivatives of the above and other confidential information (collectively “Confidential Information”), to Affiliate in order for Affiliate to seek out potential referrals. Affiliate will not share any Confidential Information at any time. Affiliate also will not use any Confidential Information for his/her/its personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either Party.

Pay-Per-Click ("PPC") Restrictions. Unless The Company first gives the Affiliate written permission, Affiliate agrees to comply with the following restrictions: You may not bid on any of our Restricted Terms (defined below), including any variations or misspellings thereof for search or content-based campaigns on Google, Bing, Yahoo, Facebook or any other network. “Restricted Terms” means any of the following terms: Dataquest, Data quest, Dataquest.io, Dataquest Labs, Dataquest Labs, LLC, www.dataquest.io, Dataquest offer, Dataquest promo, Dataquest deals. You may not use our Restricted Terms, including any variations or misspellings as per above in sequence with any other keyword. We have a strict no-tolerance policy on PPC trademark bidding. Affiliate will forfeit all Affiliate Fees for a minimum of the past 30 days, and Affiliate balance will be set to $0, and the Company may terminate participation in the Program at the Company's discretion.

Intellectual Property of the Company. This Agreement shall not give Affiliate any ownership rights or interest in the Company’s name, trademark, copyright, trade secrets, know-how, proprietary data or information, or other intellectual property rights, which shall remain exclusively owned by the Company.

Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third-party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.

Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying Party, its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either Party.

Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY. THE COMPANY’S TOTAL LIABILITY ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO THE AFFILIATE UNDER THE TERMS OF THIS AGREEMENT.

Disclaimer of Warranties. AFFILIATE DOES NOT REPRESENT OR WARRANT THAT SUCH REFERRALS WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. AFFILIATE HAS NO RESPONSIBILITY TO COMPANY IF THE REFERRALS DO NOT LEAD TO COMPANY’S DESIRED RESULT(S). 

Relationship of the Parties. This Agreement does not create a joint venture, partnership, or principal-agent relationship between the Parties, and nothing in this Agreement may be used to imply such a relationship. Neither Party has the right, power, or authority to obligate or bind the other in any manner unless authorized in writing. The Parties do not intend to share profits from the referral relationship, and no partnership shall be formed from this Agreement. No employees or contractors of a Party are under the control, management, or supervision of the other Party. 

Severability. In the event, any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable. 

Waiver. The failure by either Party to exercise any right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege. 

Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.

Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States and throughout Europe. 

Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the State and/or Country in which both Parties do business. In the event that the Parties do business in different States and/or Countries, this Agreement shall be governed by California law.

Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both Parties.