EDUGRAM AFFILIATE PROGRAM TERMS
AGREEMENT BETWEEN YOU AND US
Edugram Affiliate Program Terms is a legal agreement between Edutec Limited, a company incorporated under the laws of Malta, with its principal place of business at Angelica Court No 4, Giuseppe Cali Street, Ta Xbiex, XBX 1425, Malta (“Edugram”, “we”, “us” or “our”) and you (“Affiliate”, “Advertiser”, “you”, “your” or “yours”) (hereinafter referred to as the “Agreement”). The purpose of this Agreement is to place Marketing materials of different Platforms using Edugram’s Services (hereinafter referred to as “Platform”, “Platform’s Services”) on Your website or other Internet sources with links to Your website and other Internet sources in such marketing materials. This Agreement is a legal document so the language is necessarily “legalese”, but we have tried to make it as readable as possible.
“Affiliate” means any natural person which completed the signup process on www.edugram.com and thus became the participant of Edugram Affiliate Program. You can’t be an Affiliate if you are individual, corporation, trust, etc. who are in a position to influence Platform’s decisions. It includes officers, directors, stockholders and employees of Platform and their immediate families.
“Edugram Affiliate Program” is a revenue-sharing program, which Edugram has developed and operates, where you, Affiliate, use marketing methods to promote Platform and its services and drive traffic to Platform according to the provisions of this Agreement.
“Affiliate’s remuneration” means the monetary compensation you receive for participating in Edugram Affiliate Program; Affiliate’s remuneration depends on the amount of target actions determined by each Platform using Edugram’s services at its own discretion. The special terms and conditions of the receipt of Affiliate’s remuneration, as well as special tariffs, are identified by each Platform in an agreement with Edugram and are available in the personal account of each Affiliate. For target action to be occured, an End User should visit a Platform through a Reference Link in promotion materials provided by Affiliate.
“Remuneration Payment” refers to payments systems, through which you can receive your Remuneration. You can currently receive your Remuneration through credit/debit cards (Visa/Mastercard), Qiwi, WebMoney, Paypal and Epayments cards.
“Reference Link” means a link that leads to a website of a Platform and contains your reference ID. You will receive your reference ID only after becoming the participant of Edugram Affiliate Program.
“Cookie life period” means 30 days postclick from the date of End User's first arrival on a Platform through Affiliate's Reference Link according to Edugram Affiliate Program Terms. The special Cookie life period is different for different target actions on each separate Platform.
“End User” means the authorized actual user of Platform’s Services, who registers an account on an appropriate Platform and performs the target action on this Platform.
“Advertiser” means any individual or legal entity, who is the administrator of the advertised Platform.
“Target action” means the order and/or purchase of the services or goods on Platform.
“Third Party” means any individual or legal entity, other than the party to this Agreement.
“Your Account” means a specific account on www.edugram.com, where your personal information is stored and where your Affiliate activity, including payment information, is tracked.
“Your website” or “Affiliate website” means the World Wide Web site that you state during the signup process which is owned or operated by you.
“Platform” means the Advertiser website that is advertised by Affiliates. Edugram and an Advertiser can enter into Lead Generation Agreement where the additional terms and conditions of advertising services can be described. At the same time, the conclusion of such Agreement does not release from compliance to these Edugram Affiliate Program Terms.
We grant you, subject to the limitations set forth below, a non-transferable, non-exclusive right to: (i) demonstrate and promote Platform’s Services to your prospects and customers, and (ii) to provide End Users access to use Platform’s Services in accordance with this Agreement and the Terms and Conditions of each Platform, taking into account that End Users agreed to the Terms and Conditions of each Platform. At our discretion, we will provide limited support to all our Affiliates. You can reach us by sending an email to email@example.com.
1. This Agreement enters into force when you successfully completes the signup process on www.edugram.com. The Agreement ends when terminated by either party in accordance with these Edugram Affiliate Program Terms. If Affiliate wants to terminate the Agreement, the simple electronic mail to be sent to firstname.lastname@example.org. If you fail, or Edugram suspects that you have failed, to comply with any of the provisions of this Agreement, Edugram, at its sole discretion, with prior electronic notice, may terminate this Agreement blocking your Account on www.edugram.com.
2. Termination of this Agreement will result in the deactivation (blocking) of Your Account or your access to Your Account, and the forfeiture and relinquishment of all potential or to-be-paid Remuneration in Your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
REQUIREMENTS FOR TRAFFIC SOURCES
1. Before using sources in the Edugram affiliate network, each of these sources must be pre-approved by the Edugram Administration. A preliminary check of the new source takes up to 72 (seventy-two) hours. The administration reserves the right to accept or reject any source.
2. The number of authorized sources includes:
3. Prohibited sources include:
4. The source must not contain materials or propaganda:
Affiliate is not permitted to use any of the content of any websites owned and/or operated by Platform without its written consent and Affiliate shall not frame any pages or parts of any pages of Platform, www.edugram.com or any other website nor will Affiliate create the impression that Affiliate’s website is Platform or Edugram or any part of Platform or Edugram. Affiliate agrees not to make any representations and/or give any warranties and/or guarantees relating to Platform’s Services and/or their efficacy other than those given by Platform and/or as otherwise approved by Edugram in writing.
AFFILIATE INDEMNIFICATION OBLIGATIONS
1. You shall defend, indemnify and hold Edugram and each Platform you promote harmless against any and all claims, suits, consequences, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys' fees) incurred, claimed or sustained by Third Parties, directly or indirectly as a result of (i) your breach of or non-compliance with this Agreement, (ii) your violation of any law, or an alleged violation of law by Edugram and/or Platform you promote, that is a direct or indirect result of (iii) your use of the network services, (iv) your participation in any program, (v) any content, goods or Services offered, sold or otherwise made available by you to any person, (vi) your acts or omissions in using, displaying or distributing any internet links obtained from the network Services or elsewhere, including, but not limited to, your use of internet links via email distribution, (vii) any claim that Edugram and/or Platform is obligated to pay taxes in connection with payment made to you pursuant to this Agreement, and (viii) any violation or alleged violation by you of any rights of another, including breach of a person's or entity's intellectual property rights (each (i)-(viii) individually is referred to hereinafter as a “Claim”).
2. Should any Claim give rise to a duty of indemnification under this Section, Edugram and/or Platform shall promptly notify you, and Edugram and/or Platform shall be entitled, at its own expense, and upon reasonable notice to you, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of your obligations to indemnify or hold Edugram and Platform harmless. Affiliate shall not settle any Claim without Edugram and each Platform’s he or she promotes prior written consent. You also shall indemnify for any reasonable attorneys’ fees or other costs incurred by an indemnified party in investigating or enforcing this Section. In the context of this Section only, the terms “Edugram” and “Platform” shall include officers, directors, employees, corporate affiliates, subsidiaries, agents, and subcontractors.
Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party’s behalf. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.
You represent and warrant that: (i) you have all appropriate authority to operate, and to post any and all content on Your website(s); (ii) you have all appropriate rights to promote with any promotional method you may choose to use; (iii) Your website(s) and your promotional methods do not and will not infringe a Third Party’s or Edugram’s or Advertiser’s copyright, exclusive rights on the means of individualizations of legal entities, goods, works, services and proprietary rights; and (iv) you remain solely responsible for any and all websites owned and/or operated by you and all of your promotional methods. Edugram and Advertisers may not review and are not aware of all content on Your website or used by you in your promotional methods.
DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EDUGRAM AND ADVERTISERS DISCLAIM ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO: (I) MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (II) THAT THERE ARE NO VIRUSES OR OTHER COMPONENTS, (III) THAT EDUGRAM SECURITY METHODS WILL BE SUFFICIENT, (IV) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. ALL INFORMATION PROVIDED TO YOU UNDER THIS AGREEMENT IS USED AT YOUR OWN RISK, SO THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. EDUGRAM AND ADVERTISERS ARE, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY AFFILIATE, OR AFFILIATE WEBSITE(S), AND/OR THE CONTENT OF AFFILIATE WEBSITE OR THAT AFFILIATE MAKES AVAILABLE THROUGH THE NETWORK SERVICES.
LIMITATION OF LIABILITY
1. ANY OBLIGATION OR LIABILITY OF EDUGRAM AND ADVERTISERS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR REMUNERATIONS PAID TO YOU BY US UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT NO EARLIER THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT EDUGRAM AND ADVERTISERS SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY INCLUDING, BUT NOT LIMITED TO, A CLAIM BY ANOTHER AFFILIATE OR ANY THIRD PARTY OF THE NETWORK SERVICES, FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, DAMAGES OR ANY CONSEQUENCES AS A RESULT OF AN INTELLECTUAL PROPERTY INFRINGEMENT, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
2. Affiliate accepts that the operation of the Edugram Affiliate Program, Reference Links or the www.edugram.com and Platform may not be completely free of interruption, errors or omissions and Edugram and Advertisers are not liable for the consequences of any interruptions or errors in the performance or content of the www.edugram.com or Reference Links.
No remedy shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
1. Export Restrictions. Exports, re-exports, and transfers of either Edugram or Advertiser’s Services, including technology, software, software source code, technical data, related technology, and the direct products of the advertised Platforms, including the Website content and the Services (“Platform’s Items”) are subject to EU export control system under its Regulation (EC) No 428/2009 that governs the EU's export control regime and other applicable export control laws and regulations of EU government agencies. You may not access, download, distribute, use, export, or re-export Platform’s Items in violation of European Union export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any European Union or foreign agency or authority, and not to directly or indirectly provide or otherwise make available Platform’s Items in violation of any such restrictions, laws or regulations, or without all necessary approvals, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction nor will you use the Platform’s Items for a military end-use. Platform’s Items may not be downloaded or otherwise provided or made available, either directly or indirectly, (i) into Iran, Libya, North Korea, Sudan, Myanmar, Syria or any other country subject to EU trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone according to the EU Blocking Regulation. By accepting this Agreement, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and that you will not share Platform’s Items with anyone whose status is described in items (i) and (ii) above.
2. Headings and References. Headings of Sections are for the convenience or reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.
3. Relations. You and Edugram are independent contractors, and nothing in these Edugram Affiliate Program Terms will create any partnership, joint venture, agency, franchise, sales representatives, or employment relations between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your website or within Your marketing activity or otherwise, that reasonably contradict anything in these Edugram Affiliate Program Terms.
4. Choice of Law/Attorneys’ Fees. This Agreement is governed by the laws of the Republic of Malta. The exclusive forum for any actions related to this Agreement shall be in the state courts of the Republic of Malta. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys’ fees and costs.
5. Territorial scope. Edugram controls and operates its website from its offices in the Republic of Malta. The access or use where it is illegal is prohibited.
6. Third Party Disputes. In the event of a Third Party claim against either: (i) Edugram and/or Advertiser’s intellectual property; or (ii) against Edugram and/or Advertiser’s rights to offer any services or goods on www.edugram.com and/or Platform, or if, in Edugram or Advertiser’s opinion, such a claim is likely, Edugram and/or Advertisers shall have the right, at its sole option and in its sole discretion, to (a) secure the right at Edugram and/or Advertiser’s expense to continue using the intellectual property or goods or services; or (b) at Edugram and/or Advertiser’s expense replace or modify the same to make it non-infringing or without misunderstanding.
7. Tax Status and Obligations. Edugram and Advertisers are not obligated to and shall not provide you with tax and/or legal advice. Edugram and Advertisers undertake no duty to investigate or research your tax status and/or obligations, and such research and investigation is solely your responsibility. You are obligated to independently assess and comply with all relevant tax and legal requirements, and you are responsible for your own sales tax collection and reporting obligations arising from Remuneration income. If Edugram and Advertisers provide you with information, that information shall not be deemed tax or legal advice, and Edugram and Advertisers shall not be responsible for the accuracy of such information.
8. Severability. If any provision of these Edugram Affiliate Program Terms is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of Edugram Affiliate Program Terms shall remain in full force and effect. You and us shall in good faith attempt to modify any invalidated provisions to carry out the stated intentions in Edugram Affiliate Program Terms.
9. Waiver. The waiver of any breach of any provision under this Agreement by you or by us shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
10. Marketing. You agree that Edugram may identify you as an Edugram Affiliate and may use your name and/or logo solely for such purpose in its marketing materials. Any other uses of your name and/or logo not otherwise described or contemplated herein shall require your prior written consent.
11. Amendments. Edugram has the right to change, modify or amend (“Changes”) these Edugram Affiliate Program Terms, in whole or in part, by posting a revised Edugram Affiliate Program Terms on www.edugram.com. Your continued use of the Edugram Services after the date of such Сhanges shall be deemed your acceptance of the revised Edugram Affiliate Program Terms. The information about the previous versions of Edugram Affiliate Program Terms you can find on www.edugram.com
12. Assignment and Acknowledgement. You confirm that you have read, acknowledge and agree to all the terms and conditions of Edugram Affiliate Program Terms. You acknowledge that you have independently evaluated the desirability of accepting Edugram Affiliate Program Terms and are not relying on any representation, guarantee, or statement other than as set forth in Edugram Affiliate Program Terms. Neither party may assign this Agreement without the prior express written permission of the other party.
13. Notices. All notices, requests, claims, demands and other communications regarding these Edugram Affiliate Program Terms are welcomed and should be addressed to: email@example.com