Affiliate Partner Agreement

This Affiliate Partner Agreement (this "Agreement") contains the terms and conditions that apply to you (the "Affiliate Partner") and your participation in the Affiliate Partner Program (the "Program") of ePrep, Inc. ("ePrep"). This Agreement is effective as of the date you register for the Program online through ePrep's web site (the "Effective Date"). As used in this Agreement, "we", "our", and "us" refer to ePrep, and "you" and "yours" refer to you, the Affiliate Partner.

WHEREAS, you are in the business of providing college planning and/or tutoring services to students and their families;

WHEREAS, during the course of business, you sometimes interact with students who you think would fare better in the college admissions process with higher standardized test scores;

WHEREAS, during the course of business, you sometimes recommend that such students work to increase their standardized test scores by enrolling in study programs;

WHEREAS, during the course of business, you may interact with student clients who you think would benefit from one or more of ePrep's online study programs;

WHEREAS, during the course of business, you would like the ability to register student clients for one or more of ePrep's online study programs at or below retail price(s); and

WHEREAS, we believe in the effectiveness of each one of our online study programs and would, accordingly, like to provide you with an ePrep administrative account that will allow you to register students for ePrep online study programs at or below retail prices.

NOW, THEREFORE, ePrep and the Affiliate Partner agree as follows:

1. True and Complete Information. You represent that all the information you provided ePrep during the online registration process is true and complete. If ePrep determines, in its sole discretion, that any of the information provided by you is untrue or incomplete, ePrep may immediately terminate this Agreement, ending your right to participate in the Program.
2. Operation and Maintenance of ePrep's Web Site. You acknowledge and agree that, beyond the authority to register students using your ePrep administrative account, you do not have any authority to make or accept any offer or commitment on behalf of ePrep.  Furthermore, you acknowledge and agree that (i) ePrep cannot, and does not, guarantee the uninterrupted availability of any products or services offered for sale through the Program, and (ii) ePrep is solely responsible for all customer service and technical support associated with ePrep online study programs.  All personal information obtained from users of ePrep's study programs is the exclusive property of ePrep, and will be collected, used, and maintained in accordance with the privacy policy of ePrep, as such policy is amended from time to time at the sole discretion of ePrep.
3. Administrative Account.  After proper completion and successful submission of the Affiliate Partner Program online registration form, we will promptly send you a confirmation email that includes instructions on how to use your account.  You may not share your login information with third parties.
4. Independent Contractors. You are an independent contractor, not an employee of ePrep. As such, you are responsible for calculating and paying your own federal, provincial, state, local or other taxes. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us.
5. No Income Guarantees/Change of Policy. ePrep guarantees no specific income from your participation in the Program. Subject to Section 8 below, we may, at our sole discretion, change the terms of this Agreement at any time.  Such change in terms may include, but are not limited to, changes to our policies, operating procedures, and/or pricing levels.
6. Agreement Term. This Agreement will begin on the Effective Date and will expire on the date on which ePrep no longer maintains the Program. Either party may terminate this Agreement at any time and for any reason by providing notice to the other party. ePrep may terminate this Agreement immediately, without notice, in the event ePrep determines, in its sole discretion, that you have breached this Agreement or are otherwise unsuitable to participate in the Program.
7. No Returns.  ePrep does not accept the return of credits purchased by the Affiliate Partner.  Sales of any and all credits are final.
8. Modification of Agreement. ePrep reserves the right to modify this Agreement, at any time in its sole discretion, by posting a change of notice or a new agreement on the ePrep web site or sending an email notification to you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE MODIFICATION OF THIS AGREEMENT WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH MODIFICATION.
9. WARRANTY DISCLAIMER. EPREP MAKES NO WARRANTIES, REPRESENTATIONS, GUARANTEES, OR CONDITIONS WITH REGARD TO THE PRODUCTS OR SERVICES SOLD ON ITS WEB SITE OR THE OPERATION AND MAINTENANCE OF ITS WEB SITE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. IN PARTICULAR, EPREP MAKES NO REPRESENTATION THAT THE OPERATION OF ITS WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE.
10. LIMITATION OF DAMAGES. EPREP WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM, EVEN IF EPREP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, EPREP'S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM WILL IN NO EVENT EXCEED THE DOLLAR VALUE OF CREDITS PURCHASED BY YOU DURING THE TWELVE-MONTH PERIOD THAT PRECEDED THE DATE SUCH LIABILITY AROSE.
11. Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreement.
12. Assignment. You may not assign any of your rights or delegate any of your obligations under this Agreement, by operation of law or otherwise, without ePrep's prior written consent. Subject to the forgoing restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
13. Waiver. Our failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.