Secure Your Affiliate Commissions!

It is required by US law that affiliates, coaches and/or any other individual where funds are being disbursed provide the following information:

If you already have a Renegade University/Renegade Professional/Coaching Cognition/The Vault account, please fill in the username and password fields below and click Log In. Then fill out any remaining required fields below and check the box to agree to the terms. When you click Save Your Entry, it will connect all of this financial information to your existing record.

If you do not have login credentials, simply fill out all required fields below the Log In button and check the box to agree to the terms. You will be added to our system once you click the Save Your Entry button .

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US Citizen
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          Last  *
Business Name (if different)
Email *
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Address: *
City: *
State:
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Tax Identification Number (TIN):
          Social Security Number 
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Payment Method
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* Affiliates residing outside the US must provide a PayPal email to receive payments
Affiliate Terms

These Terms and Conditions govern participation in the Coaching Cognition Affiliate Program (the "Program"), which is offered by Coaching Cognition, LLC ("Coaching Cognition"), operator of the website www.CoachingCognition.com (the "CC Website").

The Program is offered to individuals or entities operating other websites subject to these Terms and Conditions. The term "Affiliate" refers to any individual or entity that joins the Program and subsequently creates an affiliate account, refers potential customers to Coaching Cognition who purchase Coaching Cognition products or services and gets compensation for facilitating those transactions.

Coaching Cognition may amend or otherwise modify these Termsfby pr and Conditions. The Affiliate agrees that Coaching Cognition's posting of any amendments or modifications to the CC Website (currently http://www.CoachingCognition.com/affiliate_terms.asp) will constitute adequate notice to the Affiliate. If any material modification to these Terms and Conditions is unacceptable to the Affiliate, it will be the Affiliate's responsibility to terminate as provided in Section 8 of these Terms and Conditions. If the Affiliate does not terminate within 10 days of such a material modification, then the Affiliate's continued participation in the Program will mean that the Affiliate has accepted the Terms and Conditions as modified.

1.0 COACHING COGNITION AFFILIATE PROGRAM

The Program enables users to add certain links and promotional features to their websites to generate sales of the Coaching Cognition courses and related products and services for which they will be eligible for compensation in accordance with, and subject to, these Terms and Conditions. Coaching Cognition reserves the right, in its sole discretion, to modify the Program at any time for any reason or for no reason at all. Coaching Cognition also reserves the right, in its sole discretion, to terminate the Program at any time for any or no reason at all.

2.0 REGISTRATION AND ACCEPTANCE

By registering for the Program and accepting these Terms and Conditions, the Affiliate represents and warrants:

a. if an individual, that he or she is of the legal age of consent in all applicable jurisdictions and, in any event, is at least 18 years of age.

b. if an individual, that he or she can lawfully bind himself or herself to these Terms and Conditions and that the Affiliate can lawfully participate in the Program in the jurisdictions where the Affiliate is located. The Affiliate may not participate in the Program where doing so would be prohibited by any law or regulation having the force of law applicable to the Affiliate.

c. that the Affiliate’s websites do not and will not contain, display, promote or include obscene, indecent, violent, discriminatory, illegal, pornographic, or adult content, including, but not limited to, text, graphics and images. The Affiliate also represents and warrants that the Affiliate’s websites contain and display content (including, but not limited to, text, graphics and images) in addition to the links, promotional materials, and branding made available pursuant to the Program.

d. (i) that all information submitted by the Affiliate in registering for the Program is true, accurate, current, and complete; (ii) that the Affiliate is not already registered under another account for the Program; and (iii) that the Affiliate will maintain and update information submitted in registering for the Program in order to keep it true, accurate, current and complete at all times. If any information that the Affiliate submits in the registration process is untrue, inaccurate, not current or incomplete, Coaching Cognition will have the right to terminate the Affiliate's participation in the Program, in addition to other remedies available to it under law, all of which are expressly reserved.

3.0 THE AFFILIATE'S OBLIGATIONS

3.1 Responsibility for Websites. The Affiliate acknowledges and agrees that the Affiliate will be solely responsible for the Affiliate's websites and all content, products, services, and links displayed on or made available through or in connection with such websites. The Affiliate will not publish any content that may harm or damage Coaching Cognition's reputation.

3.2 Use of Links, Promotional Materials, and Branding. The Affiliate agrees that the Affiliate will only use the links, promotional materials, and branding made available to the Affiliate by Coaching Cognition through the Program in the precise manner and mode by which such links, promotional materials, and branding are made available pursuant to the Program. The Affiliate further agrees that the Affiliate will only use such links, promotional materials, and branding for the purpose of establishing links to the CC Website, referring users to the products and services made available on the CC Website and promoting Coaching Cognition as an entity as well as Coaching Cognition's products and services. The Affiliate further agrees that the Affiliate will only use the links, promotional materials, and branding made available pursuant to the Program as additions to the content displayed on the Affiliate’s websites and that such links, promotional materials, and branding will not be the sole content on the Affiliate’s websites.

3.3 Prohibited Conduct. The Affiliate acknowledges, represents, and warrants as follows:

a. The Affiliate is prohibited from using language in advertising campaigns such as "Official Site," "Main Site," Official Representative," or any other language that might confuse the viewer of such an advertisement. Coaching Cognition reserves the right in its sole discretion to determine what language or action might confuse viewers.

b. The Affiliate will display all links, promotional materials, and branding made available pursuant to the Program alone, with reasonable spacing between each side of such item and other graphic or textual elements.

c. The Affiliate will not claim or hold itself out as claiming any sponsorship by, endorsement by, or affiliation or partnership with Coaching Cognition.

d. The Affiliate will not use "Coaching Cognition," "Barbara Silva," "Mike Klingler," or any variation thereof in the Affiliate’s domain name, on the Affiliate’s websites, in the Affiliate’s promotional materials or otherwise without the express written permission of Coaching Cognition.

e. The Affiliate will not use any computer program, robot, or other device which causes Coaching Cognition to record a click-through or sale where no such click-through or sale has occurred.

f. The Affiliate will not violate or encourage any third party or entity to violate any law or regulation, including, but not limited to, laws prohibiting the sale of certain goods and services and laws prohibiting the export of certain goods or services.

g. The Affiliate will not defame, impersonate or invade the privacy of any third party or entity or encourage any third party or entity to do the same.

h. The Affiliate will not engage in any conduct that infringes the rights of any third party, including, but not limited to, the intellectual property, business, contractual, or fiduciary rights of others, or encourage any third party or entity to do the same.

i. The Affiliate will ensure that its websites will not inhibit a user's ability to return to the CC Website.

j. In no event will the Affiliate engage in the electronic transmission of unsolicited email, including genealogy lists, opportunity leads, co-registration leads, safe lists or any other type of purchased email lead or any spam of any type.

3.4 Reporting. Coaching Cognition will make available online to the Affiliate activity reports on the number and dollar amount of Coaching Cognition sales made via the Affiliate’s website and the contact information relating to such sales.

3.5 Email and Phone Contact. The Affiliate authorizes Coaching Cognition to contact the Affiliate through email, telephone and regular mail addressed to the Affiliate's mailing address, based on the information previously provided to Coaching Cognition by the Affiliate.

4.0 REPRESENTATIONS AND WARRANTIES

The Affiliate represents and warrants that the Affiliate has full power and authority under all applicable laws and regulations as follows:

a. To accept and be bound by these Terms and Conditions.

b. To promote Coaching Cognition by displaying the links, promotional materials, and branding offered through the Program, including but not limited to holding all necessary licenses, consents, and approvals from all private and governmental entities in all applicable jurisdictions necessary to display the links, promotional materials, and branding.

c. To receive compensation in accordance with these Terms and Conditions for displaying the links, promotional materials, and branding offered through the Program, including but not limited to holding all necessary licenses, consents, and approvals from all private and governmental entities in all applicable jurisdictions necessary to display the links, promotional materials, and branding.

d. To copy and display the materials (including but not limited to text, graphics and images) used or displayed at the Affiliate's websites, including but not limited to holding all necessary licenses with respect to materials owned by third parties.

5.0 PROPRIETARY RIGHTS

5.1 License. The Affiliate is hereby granted a non-exclusive, non-transferable license to use and display on the Affiliate's websites the links, promotional materials, and branding made available through the Program in accordance with, and subject to, these Terms and Conditions during such time as the Affiliate is eligible to participate, and is participating, in the Program. Except as expressly stated in these Terms and Conditions, the Affiliate will not make any other use of the links, promotional materials, and branding made available through the Program.

5.2 Coaching Cognition Intellectual Property. The Affiliate acknowledges and agrees that the content made available through the Program, including, but not limited to, links, promotional materials, videos, web pages, and branding, is protected by Coaching Cognition’s copyrights, trademarks, patents, and other proprietary rights, and may not be used in any manner other than as specified in these Terms and Conditions.

5.3 Unauthorized Access. The Affiliate will not attempt, directly or indirectly, to gain unauthorized access to any servers controlled, in whole or in part, by Coaching Cognition or to any servers controlled, in whole or in part, by any other third party that may provide services in connection with the Program.

5.4 Notifications of Claimed Infringement by the Affiliate. The Affiliate agrees to assume sole responsibility for compliance by the Affiliate and the Affiliate's websites with all applicable intellectual property laws and all other laws. In the event that Coaching Cognition receives any notification of claimed infringement by the Affiliate, the Affiliate agrees to cooperate with Coaching Cognition in expeditiously responding to such notification and resolving any claim of infringement.

6.0 COMPENSATION

6.1 Commissions. Coaching Cognition will compensate the Affiliate in accordance with Coaching Cognition's then current commission schedule for each verified sale that results from the customer having come to the CC Website from a link on a website of the Affiliate. The current commission is approximately thirty percent (30%) of each verified sale, dependent upon the product or service. To qualify as a verified sale, the visitor must use a link provided by Coaching Cognition to the Affiliate for purposes of this Program. The determination of whether a sale is verified is in the sole discretion of Coaching Cognition and all such determinations by Coaching Cognition are final.

The Affiliate is also eligible to receive recurring, residual commissions for the referred customer’s course payments until the customer has paid for the course in full.

6.2 Affiliate Purchases from Coaching Cognition. The Affiliate acknowledges and agrees that the Program is not designed for affiliates to receive commissions for their own purchases from Coaching Cognition and no such commissions will be paid to the Affiliate.

6.3 Time of Payments and Minimum Commissions. Commissions are scheduled to be paid to the Affiliate once per month for all commissions earned in the previous month provided that at least Fifty Dollars ($50.00 US) is then due to the Affiliate. Coaching Cognition reserves the right to suspend payment of commissions to the Affiliate indefinitely if it suspects improper activity or a potential breach of any of the material terms of these Terms and Conditions. Coaching Cognition reserves the right to deduct from the Affiliate's commission payments of any and all commissions resulting from any fraudulent, questionable, or cancelled Coaching Cognition purchases. Where no subsequent commission is due and owing, Coaching Cognition will send the Affiliate an invoice for the balance of any such refunded sale and the Affiliate will provide payment within thirty (30) days of the date of such invoice.

6.4 Form of Payment. Coaching Cognition will make payments to the Affiliate by various payment methods found in the "Vault Area" of the CC Website. Any fees specified for a given payment method are the responsibility of the Affiliate. Payment methods vary by country.

6.5 Waiver. The Affiliate expressly waives any statutory or other legal protection in conflict with the provisions of this Section 6.

6.6 Disputes. The Affiliate has access to Coaching Cognition's real-time Program statistics and activity and specifically agrees to notify Coaching Cognition of any tracking or commission disputes as well as any other disputes and discrepancies within 45 days after the end of the month in which the sale or event that is disputed occurred. Coaching Cognition will not accept notices of disputes filed after 45 days of the date on which the sale occurred and the Affiliate waives and forfeits forever any rights to a potential claim made after such date.

7.0 CONFIDENTIALITY

The term "Confidential Information" means any information or material which is proprietary to Coaching Cognition, whether or not owned or developed by Coaching Cognition, which is not generally known other than by Coaching Cognition and which the Affiliate may obtain through any direct or indirect contact with Coaching Cognition or Coaching Cognition's customers such as, but not limited to, business records and plans, financial statements, customer lists and records, any customer correspondence concerning Coaching Cognition, credit card information, technical information, pricing structure, software, copyrights and intellectual property, competitive information, and other proprietary information.

The Affiliate represents that it will protect any Confidential Information which may be disclosed between Coaching Cognition or Coaching Cognition's customers and the Affiliate. The Affiliate understands and acknowledges that the Confidential Information has been developed or obtained by Coaching Cognition by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Coaching Cognition which provides Coaching Cognition with a significant competitive advantage and needs to be protected from improper disclosure.

In consideration for the disclosure of the Confidential Information to the Affiliate, the Affiliate agrees to hold in strictest confidence and to not disclose under any and all circumstances the Confidential Information to any person or entity without the prior written consent of Coaching Cognition. The Affiliate will not copy or modify any Confidential Information without the prior written consent of Coaching Cognition.

Further, the Affiliate will not disclose any Confidential Information to any of the Affiliate's customers, contractors, agents or employees, except those contractors, agents or employees which are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of these Terms and Conditions.

If it appears that the Affiliate has disclosed or has threatened to disclose Confidential Information in violation of these Terms and Conditions, Coaching Cognition will be entitled to an injunction to restrain the Affiliate from any further disclosure, in whole or in part, of the Confidential Information. Coaching Cognition will not be prohibited by this provision from pursuing other remedies, including but not limited to a claim for loss and damages.

8.0 TERMINATION

8.1 Termination. The Affiliate's participation in the Program is terminable at any time and for any reason or for no reason at all by either party by providing written notice of termination to the other party. Without limiting the foregoing, the Affiliate's participation in the Program will be deemed automatically terminated immediately and all commissions forfeited upon the Affiliate's violation of any material provision of these Terms and Conditions.

8.2 Notice of Termination. Coaching Cognition and the Affiliate will provide notice of termination pursuant to Section 16.0 governing notices.

8.3 Effect of Termination. Upon receiving notice of termination from Coaching Cognition, the Affiliate will immediately cease and desist from exercising any rights conferred by these Terms and Conditions, including, without limitation, making any use of the links, promotional materials, and branding made available through the Program. Upon termination by Coaching Cognition, the Affiliate will not be permitted to register for any subsequent participation in the Program or rejoin the Program without the prior written consent of Coaching Cognition, which may be withheld or refused in the sole discretion of Coaching Cognition.

8.4 Survival. The provisions of Sections 3, 4, 5.3, 7, 8.4, 9, 10, 11, 12, 13, 16, 18, 19, and 22 will survive any termination of the Affiliate's participation in the Program.

9.0 AFFILIATE PRIVACY MATTERS

9.1 Privacy and Third Parties. Coaching Cognition may provide to third parties the information that the Affiliate submits in registering for the Program as Coaching Cognition deems necessary or is required by law.

9.2 Social Security Number or Taxpayer Identification Number. The Affiliate agrees to comply with, and to cooperate with Coaching Cognition in complying with, any applicable tax laws, rules and regulations of the United States or of any state or other country or governmental unit within any state or other country. If applicable, the Affiliate will provide the Affiliate's United States social security number or taxpayer identification number on an Internal Revenue Service Form W-9 or other applicable form, so that Coaching Cognition can report, on Internal Revenue Service Form 1099 or any other applicable tax forms, the commissions and any other taxable amounts earned by the Affiliate pursuant to the Program. The Affiliate will have to provide this tax identification information prior to receiving any commissions.

9.3 Password. Coaching Cognition will provide the Affiliate with a password to access the Affiliate's account via the CC Website. The Affiliate is entirely responsible for any and all activities that occur through use of the Affiliate's password. The Affiliate agrees to keep its password strictly confidential, to allow no other person or company to use its password, and to notify Coaching Cognition promptly if the Affiliate has any reason to believe that the security of its account has been violated.

9.4 Technical Access. The Affiliate acknowledges and agrees that the technical processing by Coaching Cognition of the Affiliate's registration information may be required from time to time: (a) for the Program to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Program; or (d) to conform to other, similar technical requirements. The Affiliate also acknowledges and agrees that Coaching Cognition may access the Affiliate's account and its contents at any time as necessary to identify or resolve technical problems or respond to complaints about the Program or for any other reason Coaching Cognition sees fit; provided, however, that nothing in this Section imposes such a duty on Coaching Cognition.

9.5 Privacy Policy. Except as expressly provided in these Terms and Conditions, information submitted by the Affiliate in connection with the Program will be governed by the CC Website Privacy Policy.

10.0 INDEMNITY

The Affiliate agrees to indemnify and hold harmless Coaching Cognition, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including, without limitation, penalties, interest, reasonable attorneys' fees and costs claimed, demanded, or incurred in connection with any claim or demand made by any third party due to or arising directly or indirectly out of the Affiliate's conduct, the Affiliate's websites, the Affiliate's participation in the Program, any content, goods, services, or links displayed on or made available through or in connection with the Affiliate's websites, any claim that Coaching Cognition is obligated to pay tax obligations in connection with compensation paid to the Affiliate pursuant to the Program, any alleged violation of these Terms and Conditions, any alleged violation of any applicable law or regulation, or any alleged violation of any rights of another, including but not limited to the Affiliate's use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with the Affiliate's websites. Coaching Cognition reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Affiliate, but doing so will not excuse the Affiliate's indemnity obligations. Coaching Cognition will have the right to participate in the defense of all claims pursuant to this Section.

11.0 TAX OBLIGATIONS

The Affiliate will be solely responsible for all tax obligations due to all taxing authorities arising from or in connection with the Affiliate's participation in the Program, including, without limitation, foreign taxes, United States federal, state, and local withholding taxes, FICA, FUTA, Social Security, Medicare, SUI, and any other such taxes ("Taxes") with respect to any earnings or payments made pursuant to these Terms and Conditions, whether or not Coaching Cognition is required to deduct the Taxes from the payments due to the Affiliate. The Affiliate understands and agrees that Coaching Cognition will not be responsible for withholding any Taxes from any payments due to the Affiliate unless required by law. The Affiliate agrees to indemnify and reimburse Coaching Cognition from any claim for assessment of Taxes by any foreign, United States federal, state, or local taxing authority, and any other costs and damages, arising from or in connection with the operation of this Section.

12.0 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

12.1 Earnings Disclaimer. The Affiliate agrees that any statements made by Coaching Cognition about earnings or income that might be achieved under the Program, or any earnings or income examples mentioned on the CC Website or in emails sent by Coaching Cognition, are only estimates of what the Affiliate might earn, but that Coaching Cognition does not provide any assurances or guarantees that the Affiliate will do as well as the in statements or examples or as well as other affiliates.

The Affiliate agrees that the Affiliate’s participation in the Program, including the use of Coaching Cognition information, products and services, will be based upon the Affiliate’s own due diligence and judgment. The Affiliate also agrees that Coaching Cognition is not responsible for any success or failure of the Affiliate’s business due to participation in the Program or use of the Coaching Cognition products and services.

12.2 DISCLAIMER OF WARRANTIES. THE PROGRAM, INCLUDING ALL SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM, ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, COACHING COGNITION DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PROGRAM, INCLUDING THE SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM. THE AFFILIATE UNDERSTANDS AND AGREES THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH PARTICIPATION IN THE PROGRAM IS DONE AT THE AFFILIATE'S OWN DISCRETION AND RISK AND THAT THE AFFILIATE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO THE AFFILIATE'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. THE AFFILIATE ACKNOWLEDGES AND AGREES THAT COACHING COGNITION DOES NOT WARRANTY AND IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY AFFILIATE PROGRAMS ACCESSIBLE THROUGH COACHING COGNITION. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to the Affiliate.

12.3 LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL COACHING COGNITION BE LIABLE TO THE AFFILIATE ON ACCOUNT OF THE AFFILIATE'S PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, INABILITY TO PARTICIPATE IN THE PROGRAM, OR THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE PROGRAM. SUCH LIMITATION OF LIABILITY WILL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF COACHING COGNITION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION WILL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION WILL ALSO APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE PROGRAM OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE CC WEBSITE. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to the Affiliate.

13.0 RELEASE

The Affiliate hereby agrees to release Coaching Cognition and its parents, subsidiaries, affiliates, officers, directors, agents, shareholders, representatives, and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that the Affiliate may have against them arising out of or in any way related to the Program. The Affiliate agrees to waive the protection provided by any laws that may limit the efficacy of such releases.

14.0 NO RESALE, ASSIGNMENT, OR SUBLICENSING

The Affiliate agrees that it is not permitted to and will not attempt to resell, assign, sublicense, otherwise transfer or delegate its rights or obligations under these Terms and Conditions without the prior express written authorization of Coaching Cognition.

15.0 FORCE MAJEURE

Under no circumstances will Coaching Cognition be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

16.0 NOTICES

Notices or communications pursuant to these Terms and Conditions will be sent by electronic mail or regular mail and will be deemed delivered upon receipt to the party to whom such communication is directed at the following addresses: (a) if to Coaching Cognition, support@coachingcognition.com or 3601 SW River Parkway, Unit 1008, Portland, OR 97239; (b) if to the Affiliate, to the email or mailing address provided by the Affiliate when the Affiliate registered for participation in the Program, or (c) such other address as either party may give to the other by notice as provided above.

17.0 ENTIRE AGREEMENT

These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous proposals, , negotiations, representations, writings and all other communications between the parties, both oral and written.

18.0 CHOICE OF LAW AND FORUM

These Terms and Conditions will be governed by and construed in accordance with, and all legal issues arising from or related to the Affiliate's participation in the Program will be determined by, the laws of the State of Oregon without regard to its conflict of laws provisions. The state courts located in Portland, Oregon and the federal courts of the United States District Court for the District of Oregon located in Portland, Oregon will be the exclusive forums and venues to resolve any and all disputes arising out of or relating to these Terms and Conditions or to the Affiliate's participation in the Program. The Affiliate and Coaching Cognition consent to personal jurisdiction and venue exclusively as provided in this Section.

19.0 LIMITATION OF ACTIONS

All headings in these Terms and Conditions are for convenience only and have no legal or contractual effect. Whenever the context permits, any reference to the singular or the plural will be interchangeable with the other.

20.0 CONSTRUCTION

All headings in these Terms and Conditions are for convenience only and have no legal or contractual effect. Whenever the context permits, any reference to the singular or the plural will be interchangeable with the other.

21.0 RELATIONSHIP OF PARTIES

Coaching Cognition and the Affiliate are independent contractors under these Terms and Conditions, and nothing in these Terms and Conditions will be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to these Terms and Conditions has authority to enter into agreements of any kind on behalf of the other and neither party will be considered the agent of the other.

22.0 SUCCESSORS AND ASSIGNS

These Terms and Conditions will be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns.

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