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AFFILIATE PARTNERSHIP APPLICATION AND AGREEMENT
PLEASE READ THE ENTIRE DOCUMENT.
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THIS IS A LEGAL AGREEMENT BETWEEN YOUR COMPANY AND LINGUISTICA 360®, INC.
BY SUBMITTING THE APPLICATION, YOU AGREE THAT, IF APPROVED, YOU WILL PARTICIPATE IN LINGUISTICA 360®’S AFFILIATE PARTNERSHIP PROGRAM (THE “PROGRAM”) IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AS SET FORTH BELOW.
1. The Program
The purpose of the Program is to allow HTML linking between site(s) controlled by your company (individually or collectively, “Affiliate Sites”) and Linguistica 360®’s websites, which currently include Linguistica360.com, Newsinslowspanish.com, Newsinslowfrench.com, Newsinslowitalian,com, and Newsinslowgerman.com. As used throughout this Agreement, "we," "us," "our" and “Linguistica 360®” refer to Linguistica 360,Inc., and "you," "your," and "yours" refer to you as an affiliate.
2. Affiliate Obligations
2.1. Following your completion and submission of the online application, we will evaluate your application and notify you as to whether or not you have been accepted into the Program. Acceptance into the Program requires, at minimum, that you and your Affiliate Sites comply and continue on an ongoing basis to comply with the following rules of conduct:
2.1.1. No promotion of sexually explicit materials
2.1.2. No promotion of violence
2.1.3. No promotion of discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. No promotion of illegal activities
2.1.5. No use or incorporation of any materials that may be deemed unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable or that violate or assist others in violating the privacy or proprietary rights of others, including but not limited to intellectual property rights.
2.1.6. No use of Linguistica 360®’s trademarks or variations or misspellings thereof in a domain name.
2.1.7. No use of software downloads that potentially enable diversions of funds from other affiliates in the Program.
2.1.8. No creation, design operation or control of a website that resembles Linguistica 360®’s website or might lead customers to believe you are Linguistica 360® or any other affiliated business.
2.2. Since Linguistica 360® pays Program commissions through Paypal, you must have a Paypal account in order to participate in the Program.
2.3 You will be solely responsible for all technical and legal aspects of maintaining and updating your Affiliate Sites. This includes, without limitation, providing all necessary security, obtaining authorization for use of data, and complying with all applicable intellectual property laws. We will not be responsible for any damage or liability associated with your Affiliate Sites.
3. License; Monitoring by Linguistica 360®
3.1 Solely for purposes of the Program, Linguistica 360® hereby grants you, as an affiliate, a non-exclusive, non-transferable, revocable license to (i) access your affiliate dashboard through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are an affiliate of the Program in good standing. All rights to the Licensed Materials not granted hereunder are reserved to Linguistica 360®.
3.2 You acknowledge and agree that all goodwill associated with the Linguistica 360® trademarks and other Licensed Materials will inure solely to the benefit of Linguistica 360®.
3.3 You agree not to use Linguistica 360®'s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays Linguistica 360® in a negative light.
3.3 Linguistica 360® will monitor your Affiliate Sites to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your Affiliate Sites that we feel should be made, or to make sure that your links to our website(s) are appropriate. If you do not make the changes to your Affiliate Sites that we feel are necessary, we reserve the right to terminate your participation in the Program.
4. Commencement and Termination of the Agreement
4.1 This Agreement will commence upon our notification to you of acceptance into the Program and continue indefinitely unless terminated as provided in this Section 4.
4.2 Linguistica 360® reserves the right to terminate this Agreement and your participation in the Program immediately and upon written notice via email if we deem any of your actions to constitute abuse or fraud in your use of the Program or if you violate your obligations as an affiliate as set forth herein. If any such fraud, abuse or violation is detected, Linguistica 360® will not be liable to you for any commissions associated with or arising from such fraud, abuse or violation.
4.3 Either of us may terminate this Agreement at any time, with or without cause, by giving the other party a written notice email.
5. Modifications to the Program
We may modify the terms of the Program at any time, at our sole discretion, upon notice to you by email. Modifications may include, for example, changing payment procedures. If any modification is unacceptable to you, you may terminate this Agreement in accordance with Section 4.3. Your continued participation in the Program following any such modification constitutes acceptance on your part to the modification.
6. Tracking, Affiliate Account Interface, and Payment
6.1 As an affiliate, you will have access to a dashboard from which you will be able to review the Program’s details. You will create a password so that you may enter our secure affiliate account interface. From this interface, you will be able to receive your reports that will describe our calculation of the commissions due to you.
6.2 In order for Linguistica 360® to track guest visits from your Affiliate Sites to our site and purchases resulting from such visits (“Conversions”), you must use the HTML code that we provide for each banner, text link, or other affiliate link provided to you. The cookies to track your referrals will each have a duration of 60 days, after which they will expire.
6.3 Payment of commissions to you will occur between the 1st and 5th day of each month for Conversions that happened within the previous 30 calendar days.
6.4 You will be paid only for the first Conversion of any customer you refer to us. You will not be paid for any subsequent subscriptions from the same customer.
6. 5. You will be paid only for first-time subscribers to our programs. Former subscribers will not count as referrals. If a subscribers has already an account with us, even if it’s expired, it will not count as Conversion.
6.6 Any questions regarding our calculation or payment of commissions should be directed to Linguistica 360® at email@example.com.
7. Promotion Rules and Restrictions
7.1. You may only refer to Linguistica 360® in the links using the following names: News in Slow Spanish, News in Slow Spanish Latino, News in Slow French, News in Slow German, News in Slow Italian, News in Slow, Change of Pace, Spanish for Beginners, French for Beginners, Italian for Beginners, Get Up to Speed, G.U.T.S., GUTS, Linguistica 360® or any of our website addresses. The link we provide must never appear exposed. Use any of the keywords listed above and link to them or use the HTML code.
7.2 You are free to promote your own websites, but naturally any promotion that mentions Linguistica 360® could be perceived by the public or the press as a joint effort. The following forms of advertising are prohibited by our Program:
7.3 You may use mailings to customers to promote Linguistica 360® programs so long as (a) the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings.
7.4 You may post to newsgroups to promote Linguistica 360® programs so long as the news group specifically welcomes commercial messages.
7.5 At all times, you must clearly represent yourself and your Affiliate Sites as independent from Linguistica 360®. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Linguistica 360® Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
7.6 You are permitted to key in prospect’s information into the lead form as long as the prospects’ information is real and true and these are valid leads (i.e. sincerely interested in Linguistica 360®’s service).
7.7. You are not permitted to transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Linguistica 360® program (i.e. until no page from our site or any Linguistica 360® content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search from search engines including but not limited to Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines; (c) set commission tracking cookies through loading of Linguistica 360® site in IFrames, hidden links and automatic pop ups that open Linguistica 360® sites; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
8.1 Linguistica 360® uses the www.osiaffiliate.com software package for the Program. You acknowledge and agree that Linguistica 360® uses of the software “as is” and has no control over the quality or security of the software. Accordingly, you agree not to hold Linguistica 360® liable for any errors or lapses in security caused by the software.
8.2 LINGUISTICA 360® MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE LINGUISTICA 360® SERVICES, WEBSITE OR PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE.
9. Representations and Warranties
You represent and warrant that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, and you have the right, power, and authority to enter into this Agreement and perform your obligations under this Agreement, without the approval or consent of any other party.
10. Limitation of Liability
IN NO EVENT WILL LINGUISTICA 360® BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT OR ANY PRODUCTS PROVIDED HEREUNDER (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to indemnify and hold harmless Linguistica 360®, and its subsidiaries and affiliates, and their respective directors, officers, employees, agents, shareholders, partners and members, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, ("Losses") arising out of or based on your breach or alleged breach of the above representations and warranties or any other provision of this Agreement, or any other negligent or wrongful act or omission attributable to you.
To the extent we provide you with any proprietary, non-public, confidential information (“Confidential Information”) during the course of the Program, you agree (a) to use reasonable care to protect the security of the Confidential Information; (b) not to use the Confidential Information for any purpose other than for purposes of the Program; (c) not at any time during or after the term of this Agreement to disclose Confidential Information to any person except with Linguistica 360®’s prior written consent (except as otherwise required by law in which case you agree, unless prohibited by law, to notify us prior to such disclosure); (d) to notify Linguistica 360® immediately upon learning of any breach in the security of the Confidential Information. All Confidential Information will remain the property of Linguistica 360®. At any time on Linguistica 360®’s request and in any case upon termination of this Agreement, you will return all documents containing Confidential Information to Linguistica 360®, delete all electronic files and records containing Confidential Information, and retain no copies of Confidential Information in any medium.
13.1. You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Linguistica 360®. 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 Affiliate Sites or any other site, that reasonably would contradict anything in this Section.
13.2. This Agreement may not be assigned by either of us or transferred by operation of law, without the prior written consent of the other. Any assignment or transfer without such consent will be void.
13.3. This Agreement will be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts without regard to conflicts of laws rules.
13.4. This Agreement contains and constitutes the entire agreement between us with respect to the Program and supersedes and cancels all prior agreements and communications. It may be amended only by an agreement in writing that refers explicitly to this Agreement, signed by each of us.
13.5. The headings and titles contained in this Agreement are included for convenience only, and will not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be eliminated or limited to the minimum extent necessary such that our intent is effectuated, and the remainder of this Agreement will have full force and effect.