This Affiliate Service Agreement (the "Agreement") is made by and between Drake Training Systems Ltd ("Englishlink.com"), and you, as an Affiliate utilizing the Englishlink.com Service ("You", "Your", "Affiliate").
You must agree to abide by the terms and conditions contained in this Agreement in order to participate. Please read this Agreement carefully before registering and using the Service as an Affiliate. By signing up for Englishlink.com, you indicate your acceptance of this Agreement, and its terms and conditions. If you do not accept this Agreement, you will not be able to use the Englishlink.com Service as an Affiliate.
DEFINITIONS
"Affiliate" = an individual/business rewarded for generating legitimate leads, clicks, or other measurable action to a merchant's website.
"Visitor" = a person or user, who clicks through to a Merchant's website placed on an Affiliate's website.
"Sale Commission" = Payout for sales/leads that a Merchant sets and agrees to pay for Visitors from an Affiliate's website. The sale could occur at the time of the visit or at a later time not to exceed 30 days. If a sale occurs after 30 days, and the Visitor has not returned through an authorized Affiliate's site, then no Payout shall occur.
"Payout" = the amount of sales commission that a Merchant agrees to pay for an individual measurable action. The Payout is defined as either a percentage of a total sale amount, or as a set bounty (flat rate) per action.
"Link" means a hyperlink placed on an Affiliate's site that, when clicked on, sends a Visitor through to a Merchant website . Links may include text, a product image, buttons, banners, videos or any other format acceptable to the Merchant.
"Your Account" means a specific account within the Service, where Commissions are credited.
The following agreement is summarized as follows:
Banner/Link Placement
- The Englishlink banner/link(s) may be placed anywhere relevant on your site, within your newsletters, within other web related content, and in non-spam emails. Do not send email to lists or groups that you do not have permission to send to. We cannot stress our anti-spaming rule enough, and will be forced to terminate your account on the first offense.
NOT ALLOWED: Englishlink does nor permit its banners or links to be placed on adult sites or sites that display adult banners, sites that promote violence, bigotry, or hatred, sites that promote illegal activities, including but not limited to warez, cracking, and hacking sites.
- Banners and links may not be used in any medium beyond approved websites - such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks..
Rules and Commission
Commission is paid monthly when your account balance is $100 or more. Commission tracking closes on the last day of the month.
All statistics are collected and calculated by Englishlink.com, and will be the only valid statistics used for determining commissions.
- You as an affiliate have 1 account only. Multiple domains may be included within that account, but each domain must be approved independently by the Englishlink team to be considered for the affiliate program.
- Affiliates are not permitted to receive payment(s) for product on behalf of Englishlink (you may not act as a reseller).
- Englishlink is not liable for any transaction(s) occurring as a result of an Englishlink banner pointing to any 'non-Englishlink' independent website.
- Affiliates unable to refer traffic to Englishlink for a period of 1 year will be removed from the affiliate system
- Failure to abide by these rules could mean termination from the affiliate program with a complete forfeiture of commissions.
- Fraud is a serious offense, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN MEMBERSHIP TERMINATION AND VOIDED COMMISSIONS.
- If you run or utilize an incentive website, you MAY participate in Englishlink.com's pay-per-click and pay-per-lead programs ONLY IF you receive specific written (fax or email are ok as well) permission.
PRIVACY POLICY
Englishlink.com respects the privacy of its users and will not disclose personal information to third parties without the express permission of you and/or your company. If you have any questions please contact affiliates@englishlink.com .
CHANGES TO THE SERVICE
Englishlink.com reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, Englishlink.com will notify You via e-mail, newsletter or on the Englishlink.com Website at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service.
REGISTRATION
To sign up as an Affiliate of Englishlink.com and to use the Service as an Affiliate Partner you must be at least 18 (eighteen) years of age.
ACCEPTED USE
You guarantee to Englishlink.com that all content you provide to the Service is solely owned by you or provided by you with the express written authority of the company you represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate of the Service any content, or Website that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As Englishlink.com may not review all information provided by you, you shall remain solely responsible for your content and Website. As an Affiliate, You may not artificially inflate traffic counts to Merchant site(s) using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects. You may not click on your own banners and/or links or submit multiple leads to your Merchant partners.
Points or reward programs for click or lead programs are NOT allowed. Englishlink.com reserves the right to deem any site inappropriate and terminate the site as a member of Englishlink.com. If you are terminated from the Service, Englishlink.com has the right to withhold money you earned within the Service or money that you owe within the Service and you will not be allowed to re-join Englishlink.com .
LIMITED WARRANTY
The Service, its operation, its use and the results of such use shall be performed in a workmanlike manner. To the fullest extent permissible pursuant to applicable law, Englishlink.com disclaims all warranties express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, in relation to the service, its use and the results of such use. without limiting the foregoing, Englishlink.com specifically disclaims any warranty (a) that the service will be uninterrupted or error-free, (b) that defects will be corrected, (c) that there are no viruses or other harmful components, (d) that the security methods employed will be sufficient, or (e) regarding correctness, accuracy, or reliability. Applicable law may not allow the exclusion of implied warranties so the above exclusion may not apply to you. The Merchant will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold the Merchant liable for any of the consequences of such interruptions. Merchant shall have no liability for unauthorized access to, or alteration, theft or destruction of any Website of affiliate or affiliate customer data files or systems or programs through accident, fraudulent means or devices. Merchant shall have no liability with respect to merchant obligations hereunder or otherwise for consequential, exemplary, special, incidental, or punitive damages even if merchant has been notified of such damages. Any liability of merchant hereunder shall be limited to the revenue earned by merchant as a direct result of this agreement.
LIMITATION OF LIABILITY
Englishlink.com or its suppliers or resellers or merchants shall not be liable to you or any other person for (i) any indirect, special, incidental or consequential damages of any character arising out of the use of or inability to use the Englishlink.com service or any information provided on the Englishlink.com Website or any other hyperlinked Website, including, without limitation, damages for loss of goodwill, any lost profits, business interruption, loss of programs or other data, even if Englishlink.com or an Englishlink.com authorized representative has been advised of the possibility of such damages or (ii) any claim attributable to errors, omissions or other inaccuracies in the Website or any hyperlinked Website. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, the above exclusion may not apply to you. In such jurisdictions, Englishlink.com's liability is limited to the smallest amount permitted by law. This paragraph will survive the failure of any exclusive or limited remedy.
You agree that Englishlink.com, although the provider of the Service, has no responsibility or liability as a result of Your placement of authorized Links from your Website, and you, and the Merchant, jointly and severally agree to indemnify, defend, and hold harmless Englishlink.com and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.
Englishlink.com agrees to indemnify, defend, and hold harmless Affiliate and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to Englishlink.com's negligence or willful misconduct in performance of the Services or its breach of this Agreement.
NON-DISCLOSURE
Englishlink.com acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of Your company. Englishlink.com agrees not to disclose or disseminate the Confidential Information without Your prior express written consent. The term "Confidential Information" shall not include information that is, or becomes, part of the public domain through no action or omission of Englishlink.com that becomes available to Englishlink.com from third parties without knowledge by Englishlink.com of any breach of fiduciary duty, or that Englishlink.com had in its possession prior to the date of this Agreement.
OWNERSHIP AND LICENSES
You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Englishlink-provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of Englishlink.com, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Merchant's sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to you in any way.
Englishlink may immediately terminate your license to use the marks will be terminated if use dilutes, tarnishes or blurs the value of the marks. You acknowledge that Your use of the marks will not create in you, nor will you represent that you have, any right, title or interest in or to the marks other than the license granted by Englishlink. You will not challenge the validity of, or attempt to register, any of the marks or your interest therein as a licensee, nor will you adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge Englishlink's ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of Englishlink.
REPRESENTATIONS
Englishlink.com makes no representations whatsoever about any other website which You may access through the Service. In addition, a link to a non-Englishlink.com website does not mean that Englishlink.com endorses or accepts any responsibility for the content or the use of such website.
NON-ASSIGNABILITY
Affiliate or Englishlink.com may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties.
FORCE MAJEURE
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
JURISDICTIONAL ISSUES
This Agreement shall be governed by Bahamian law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the Bahamas and you consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.
MISCELLANEOUS
This Agreement represents the complete agreement concerning this affiliate relationship and may be amended only by a writing executed by both parties. The acceptance of any purchase order placed by you is expressly made conditional on your assent to the terms set forth herein, and not those in your purchase order. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.
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