SCHOOLWORX AFFILIATE AGREEMENT TERMS & CONDITIONS
As an affiliate, we expect you to follow FTC guidelines, have integrity when dealing with clients, and comply with all applicable laws.
By participating in the promotion of any of the products or programs created or conducted by SchoolWorx (the “Company”) you (the “Affiliate”) agree to the following Terms and Conditions.
Affiliate must be 18 years or older to participate in any promotion. The Company reserves the unconditional right to accept or deny any Affiliate who enters any promotion on the Company’s website at http://www.schoolworx.ca (the “Company Website”) or who drives traffic to any of the Company’s websites.
Affiliate must be in good standing with the Federal Trade Commission and the Company, in compliance with all FTC guidelines and the terms and conditions of this Agreement.
Affiliate agrees and understands that if its marketing, websites, emails or any other communications associated with or for any promotion are deemed inappropriate, the Affiliate will be deemed, at the sole discretion of the Company, ineligible to participate in the current or any future promotions and disqualified from receiving any recognition, commissions, prizes or any other compensation or further communication from the Company.
Affiliate will be immediately removed from the promotion and from the Company’s Affiliate Program and will be in violation of this Agreement if, at the sole discretion of the Company, its marketing for any promotion or for its own sites:
1. contains, promotes, or links to sexually explicit or violent material.
2. promotes, depicts or links to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age.
3. contains unlawful material, including without limitation materials that may violate another’s intellectual property rights, or links to a site that contains such material.
4. contains information regarding, promotes, or links to a site that provides information regarding or promotes illegal activity.
5. uses the Company’s videos, images, banners, likenesses, or brand name in or on their websites, thus creating market and consumer confusion. To be clear, you may not use the Company’s banners, images or videos as if they are your own on your own sites or any other sites, as it may cause a customer to opt-in under the impression that they are opting in to the Company’s communications rather than the Affiliate’s.
6. for any other reason that is deemed by the Company to be unsuitable. The Company reserves the right to disqualify Affiliates from the Company’s Affiliate Program, cancel pending commissions based on inappropriate behavior or marketing by the Affiliate, and to amend any promotion or this Agreement at any time without notification to the Affiliate.
7. offers a cash incentive or discount on the Company’s products or programs as a means of promotion.
8. runs any paid ad for the Company’s products or programs on Facebook or other social media outlet.
To summarize, you may use ONLY honest, ethical means for promoting the Company’s products and programs. If you have a creative idea about using the SchoolWorx name or any of the Company’s products or programs in a unique way to promote the products or programs, please contact us first at firstname.lastname@example.org.
The Company reserves the right to revoke any Affiliate’s status at any time and without notice to the Affiliate.
Affiliate agrees not to send any unsolicited email to any party in connection with any promotion for the Company’s products or programs. The Company will not tolerate any Affiliate who spams any party, list, or individual. If any Affiliate is caught spamming, she/he will be removed from the Company’s Affiliate Program, and their commissions or pending commissions will be canceled and/or forfeited. Spam is defined as emailing or posting to anyone who has not requested information via email or any website, and also includes “spamming search engines” with links. Affiliate agrees to abide by all Federal Trade Commission Guidelines and the Canadian Anti-Spam Legislation (CASL).
The Company has taken every effort to ensure it accurately represents its products, programs and promotions, and the potential to help you earn commissions. However, there is no guarantee that you will get any specific results or earn any money whatsoever during any promotion. This is absolutely not a “get rich quick” scheme. Nothing on any of the Company’s websites or communications should be construed as a promise or guarantee of earnings. Every person is different, and each person’s success in any endeavor, including promotions for the Company’s products and programs, depends on her background, dedication, desire and motivation. Any testimonials or examples used in the Company’s websites or communications are exceptional results, and should not be interpreted as typical. Please do not infer that these examples are promises or guarantees of earnings, or of same/similar results. Any forward-looking statements outlined in the Company’s websites or communications are nothing more than expectations or forecasts for future potential, and are not guarantees or promises for actual performance. These statements are simply the Company’s opinion. The Company makes NO guarantees that you will achieve any results from its ideas, products, programs or promotions, and the Company offers no professional legal or financial advice.
Affiliate will receive 10% of any new client product sales that are directly referred by the Affiliate to the Company’s website through the Affiliate’s unique link or cookie.
Commissions are not paid on, and will not include, a single sale to the Affiliate themselves, meaning Affiliate cannot purchase a product or program for their own use through their own link and receive commission on that sale. Affiliate commissions are counted and final numbers are deemed final at the sole discretion and decision of the Company.
Commission payments will be sent to the Affiliate by the Company via PayPal on or around the 10th of each quarter for the commissions that were earned in the previous quarter. The Company reserves the right to change the dates of commission payouts without notice to the Affiliate.
Affiliates must provide their PayPal address and complete any tax information sent by the Company before receiving any commission payments. The Company is not responsible for the Affiliate using or maintaining their affiliate links and only sales tracked through the Company’s system will count towards the Affiliate’s commissions. All sales and commission numbers are tallied by the Company and credit due to the Affiliate and all the final sales and commission numbers are at the sole discretion of the Company. The Company makes every reasonable effort to accurately track and pay commissions for all sales that come from Affiliates, but is not responsible nor under any circumstances will be held liable for any technical difficulties, outside events, actions by other affiliates, or other uncontrollable events that may disrupt or interfere with the Company’s ability to track sales or pay commissions. Under no circumstances will the Company be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits that result from Affiliate’s participation in any promotion.
Affiliate may not use any copyright, trademark, service mark, or general branding of the Company without full disclosure and permission of the Company.
Affiliate may not:
1) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Company by any person or entity;
2) take any action that could reasonably cause any customer confusion as to Affiliate’s relationship with the Company, or as to the site on which any functions or transactions (including without limitation search, order, or browse) are occurring;
3) frame the Affiliate’s website to look like the Company’s website or to utilize the Company’s branding in any way that would confuse customers or the general public as to who is hosting or promoting such a website; or
4) seek to purchase or register any keywords, search terms or other identifiers related to the trademarks of the Company or the trade or service marks or names of the Company’s primary competitors, including misspellings or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service unless otherwise agreed to by the Company;
5) seek to purchase or register any domains or other identifiers that include variations on the trade or service marks or names of the Company intended to approximate misspellings or typographical mistakes of same or which otherwise would constitute typo or domain squatting, including variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service unless otherwise agreed to by the Company.
The Company may cancel the Affiliate’s participation in any promotion, withhold or cancel commissions, or take any other action at its sole discretion if Affiliate conducts any of the behavior above or fails to operate with integrity or within the guidelines of the FTC.
All prizes associated with any promotion will be distributed at the sole discretion of the Company. The Company reserves the right to change prizes without notice.
All Affiliates who are the top performers for sales will be notified that they have won a prize by email, and may be responsible for any taxes associated with receiving a prize based on Canadian Revenue Agency guidelines and their local and provincial tax laws.
Relationship of Parties
Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency relationship, or employment relationship between the Affiliate and the Company. Affiliate is participating in promotions as a fully independent entity and is responsible for any and all federal, provincial, local, and/or foreign income taxes and self-employment taxes, and any and all other federal, provincial, and local licensees, fees or taxes, or sales tax, including withholding taxes, social security taxes, and public liability and workman’s compensation insurance. Under no circumstances will the Company be held liable for any actions or results of the Affiliate.
Affiliate hereby agrees not to share, use, copy, adapt, alter, distribute, duplicate, or part with possession of any of the Company’s confidential information which is not directly provided or approved by the the Company, or any confidential information that is disclosed or otherwise comes into its possession under or in relation to this Agreement. Confidential information includes, but is not limited to, the following types of private information and other proprietary information of a similar nature regarding the the Company’s business: sales figures, software passwords, Company list size, list contents, ideas, stories, activities, curriculum, event format, presentation materials, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, customer lists, customer financial information, personal information of executives, sponsorship strategies, relationships with other vendors, media delivery concepts and systems, including, but not limited to, web-based delivery systems, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, and other similar information that is proprietary to and confidential information of the Company.
Affiliate shall not disclose his/her terms of this Agreement to any third party other than to the Affiliate’s employees and agents who (1) have a need to have access to such information (2) agree in writing to comply with the confidentiality provisions of this Agreement.
This Agreement imposes no obligation of confidentiality on Affiliate with regard to any portion of the Company’s confidential information (1) that is part of the public domain at the time of disclosure; or (2) that becomes part of the public domain after the Promotion without any unauthorized act by or omission of Affiliate; or (3) if Affiliate can demonstrate by written records that he/she had independently developed knowledge of such confidential information prior to the date of disclosure; or (4) if permission to use or disclose said confidential information is first obtained by Affiliate in writing from the Company; or (5) if Affiliate is required by law, regulation, rule, act, or order of any court or other government authority or agency to disclose such confidential information. In general, Affiliate may not disclose any financial, personal, or business information about the Company or its executives (including Owner/CEO Andrea Iervella) without permission from the Company. Such disclosure is grounds for legal action, equitable relief, and termination of this Agreement.
Indemnification and Liability
Affiliate agrees to indemnify and hold harmless the Company and the Company’s Owner/CEO, Andrea Iervella, an individual, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorney fees) which Affiliate may be subject to or incur in connection with any promotion to be rendered, except those claims that are judicially determined to have resulted from the Company’s gross negligence or willful misconduct.
The relationship between the Parties may be terminated by either party on 30 days written notice prior to termination. Upon termination of the relationship between Affiliate and the Company, it is understood that the Confidentiality and Indemnification clauses above will remain in effect for perpetuity.
Entire Understanding and Dispute
This Agreement constitutes the entire understanding of the parties and may be modified only by the Company. This Agreement shall be construed and interpreted according to the laws of Alberta in Canada and shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives; and references to the Company and to the Affiliate shall include their heirs, successors, assignees, and personal representatives. In the event of a dispute between the parties regarding this Agreement, any such disputes, controversies and claims arising out of or relating to this Agreement, it shall be settled and determined by arbitration. The rules governing this arbitration shall be according to the Canadian Commercial Arbitration Centre and any arbitration needed will be conducted in Alberta, Canada. The decision of the arbitration shall be final and each party agrees to be bound by the arbitration.
If any provision or covenant, or part thereof, of this Agreement should be held by any court or other legitimate tribunal with appropriate jurisdiction to be invalid, illegal or unenforceable, either in whole or in part, such invalidity, illegality or un enforceability shall not affect the validity, legality or enforceability of the remaining provisions or covenants, or any part thereof, of this Agreement, all of which shall remain in full force and effect.
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