CDLRoads Affiliate Agreement

3.1 Submission of an application does not guarantee acceptance. CDLRoads reviews all applications and reserves the right to approve or deny any applicant at its sole discretion, for any reason or no reason, without obligation to explain.

3.2 Affiliates are not active until CDLRoads explicitly sets their account status to “Active” and issues a promo code. No commissions are earned or accrued during a pending or inactive status.

3.3 CDLRoads may suspend or terminate any affiliate account at any time, for any reason, with or without notice.

4.1 Standard Rate. CDLRoads will pay Affiliate a commission of ten percent (10%) of the net course purchase price (after any discount applied by the Affiliate’s promo code) for each Qualifying Purchase.

4.2 Qualifying Purchase. A purchase is a “Qualifying Purchase” only when ALL of the following conditions are met:

4.3 Code Requirement. Commissions are tracked exclusively through promo code usage at checkout. Click-through referrals, verbal referrals, or any referral method other than promo code entry at the time of purchase do not qualify for commission. It is the Affiliate’s responsibility to ensure their referred students use the code.

4.4 No Commission Without Code Use. If a student referred by Affiliate completes a purchase without entering the Affiliate’s promo code, no commission is owed, and CDLRoads has no obligation to manually attribute or retroactively credit that sale.

4.5 Commission on Discounted Price. If the Affiliate’s promo code applies a discount to the student’s purchase, the 10% commission is calculated on the discounted amount, not the original list price.

4.6 Bundled or Multi-Course Purchases. Commission applies per course purchased using the promo code. If a student purchases multiple courses in one transaction using the Affiliate’s code, commission is calculated on each qualifying course individually.

5.1 If a student who made a Qualifying Purchase is issued a full or partial refund for any reason — including but not limited to dissatisfaction, dispute, or chargeback — the commission associated with that purchase is immediately voided.

5.2 If a commission has already been marked as “Approved” or “Paid” at the time of refund, CDLRoads reserves the right to deduct the clawed-back commission from the Affiliate’s future earnings or, if the Affiliate has no future earnings, to invoice the Affiliate for the returned commission amount, which becomes immediately due and payable.

5.3 CDLRoads’ refund decisions are final and made at CDLRoads’ sole discretion in accordance with its student refund policy. Affiliate has no right to contest a refund decision made between CDLRoads and a student.

6.1 Approval Window. Commissions enter “Pending” status immediately upon a Qualifying Purchase. They move to “Approved” status after a 7-day refund window has passed with no refund issued.

6.2 Payment Threshold. CDLRoads will process payment only when the Affiliate’s approved commission balance reaches a minimum of $25.00 USD. Balances below this threshold roll over to the next payment cycle.

6.3 Payment Schedule. CDLRoads processes affiliate payouts on the 1st of each calendar month for all approved commissions as of the last day of the prior month.

6.4 Payment Method. CDLRoads will pay via the method designated by the Affiliate in their profile (e.g., PayPal, check). Affiliate is responsible for keeping payment information current. CDLRoads is not liable for failed payments due to outdated or incorrect information provided by the Affiliate.

6.5 Tax Responsibility. Affiliate is solely responsible for all taxes owed on commissions received. CDLRoads will issue a Form 1099-NEC to any Affiliate who receives $600 or more in a calendar year, as required by US law. Affiliate agrees to provide accurate tax identification information (W-9 or equivalent) upon request. Failure to provide this information may result in withholding or suspension of payments.

6.6 No Payment Upon Termination for Cause. If CDLRoads terminates an Affiliate’s account due to fraud, violation of this Agreement, or prohibited conduct, all pending and unpaid commissions are forfeited. Approved commissions earned prior to the violation may be paid at CDLRoads’ discretion.

7.1 Accurate Representation. Affiliate must represent CDLRoads and its courses accurately at all times. Affiliate may describe CDLRoads as “listed on the FMCSA Training Provider Registry” or “FMCSA TPR-listed.” Affiliate must NOT describe CDLRoads as “FMCSA-approved,” “government-approved,” or use any language that overstates CDLRoads’ regulatory status.

7.2 FTC Disclosure. Affiliate must clearly and conspicuously disclose their affiliate relationship with CDLRoads in any promotional content, including but not limited to social media posts, videos, websites, and emails. Acceptable disclosure language includes: “I earn a commission when you use my code” or “This is an affiliate link.” Compliance with FTC guidelines (16 CFR Part 255) is Affiliate’s sole responsibility.

7.3 Prohibited Conduct. The following are strictly prohibited and grounds for immediate termination and commission forfeiture:

7.4 Compliance with Law. Affiliate is solely responsible for ensuring their promotional activities comply with all applicable federal, state, and local laws.

8.1 CDLRoads grants Affiliate a limited, non-exclusive, non-transferable, revocable license to use CDLRoads’ name, logo, and approved marketing materials solely for the purpose of promoting the Affiliate Program under this Agreement.

8.2 Affiliate may not modify CDLRoads’ logos or branding, create derivative materials, or use CDLRoads’ intellectual property in any manner not expressly authorized.

8.3 Upon termination of this Agreement, Affiliate must immediately cease all use of CDLRoads’ intellectual property.

8.4 Promo Code Ownership. All promo codes issued to Affiliate remain the sole and exclusive property of CDLRoads. Promo codes are licensed to Affiliate for use under this Agreement only, and are not transferable or assignable. Upon termination, suspension, or deactivation of the affiliate account for any reason, the Affiliate’s promo code is immediately deactivated. Affiliate may not use, rebrand, or repurpose any promo code, code prefix, or referral link with any competing ELDT provider, training platform, or other party. CDLRoads may change, replace, retire, or reassign any promo code at its sole discretion without notice.

10.1 CDLRoads collects only the information necessary to administer the Affiliate Program, including name, email address, payment information, tax identification, and performance data (clicks, conversions, commissions).

10.2 CDLRoads does not sell, rent, or trade Affiliate personal information to third parties for marketing purposes.

10.3 CDLRoads retains Affiliate data for as long as the account is active and for a minimum of 5 years after termination, as required for tax and legal recordkeeping purposes.

10.4 Affiliate consents to CDLRoads processing and storing the above data for the purposes of operating the Affiliate Program.

11.1 No Guaranteed Earnings. CDLRoads makes no representation, warranty, or guarantee that Affiliate will earn any specific amount of commissions. Past performance of other affiliates is not indicative of future results.

11.2 Platform Availability. CDLRoads does not guarantee uninterrupted availability of the CDLRoads platform, affiliate dashboard, or tracking systems. Downtime, technical errors, or tracking failures do not entitle Affiliate to compensation.

11.3 Limitation of Liability. To the maximum extent permitted by applicable law, CDLRoads’ total liability to Affiliate for any claim arising under or related to this Agreement shall not exceed the total commissions paid to Affiliate in the three (3) months preceding the claim. CDLRoads is not liable for any indirect, incidental, special, consequential, or punitive damages, regardless of the theory of liability and even if CDLRoads has been advised of the possibility of such damages.

11.4 The limitation of liability in Section 11.3 applies to the fullest extent permitted by law. Some jurisdictions do not allow the exclusion of certain damages, so some of the above limitations may not apply to you.

13.1 Mandatory Informal Resolution. Before initiating any legal proceeding, Affiliate must provide CDLRoads with written notice of the dispute at javier.cdlroads@gmail.com, describing the nature of the claim and the relief sought. The parties agree to negotiate in good faith for a minimum of thirty (30) days following receipt of such notice before either party may initiate formal proceedings. This is a condition precedent to filing any claim.

13.2 Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict of law principles.

13.3 Exclusive Jurisdiction and Venue. Any legal action or proceeding arising under or related to this Agreement must be brought exclusively in the state or federal courts located in Santa Clara County, California. Both parties irrevocably consent to personal jurisdiction and venue in those courts and waive any objection to venue or inconvenient forum.

13.4 Jury Trial Waiver. To the fullest extent permitted by law, both parties irrevocably waive any right to a trial by jury in any action, proceeding, or claim arising out of or relating to this Agreement.

13.5 Prevailing Party Fees. In any legal proceeding arising from this Agreement, the prevailing party is entitled to recover reasonable attorneys’ fees and court costs from the non-prevailing party.

13.6 Limitation on Damages. Affiliate waives any right to seek punitive, exemplary, or speculative damages against CDLRoads in any proceeding. The sole remedy for any valid claim is limited to unpaid commissions actually owed, not to exceed the cap in Section 11.3.

13.7 Limitation Period. Any claim by Affiliate against CDLRoads must be brought within one (1) year of the date the claim arose. Claims brought after this period are permanently barred, regardless of any statute of limitations that might otherwise apply.

13.8 Class Action Waiver. Affiliate agrees that any dispute will be resolved on an individual basis only. Affiliate waives any right to bring or participate in a class action, collective action, or representative proceeding of any kind against CDLRoads.

15.1 Either party may terminate this Agreement at any time with or without cause by providing written notice.

15.2 Upon termination: (a) Affiliate’s promo code is immediately deactivated; (b) Affiliate must cease all promotional activity; (c) Approved commissions above the payment threshold will be paid in the next regular payment cycle; (d) Pending commissions subject to the refund window are held through that window and paid if they qualify.

15.3 Sections 5, 6.5, 8.4, 11, 12, 13, and 15 survive termination of this Agreement.