Japademy Affiliates Agreement
This Affiliates Agreement ("Agreement") is made and entered from the moment you complete the Registration Form by and between JAPADEMY JAPANESE SCHOOL (BIN 1000 225 762) ("School"), and you, the Affiliate ("you" or "Affiliate").
WHEREAS, School desires to expand its reach and enrol new students in its Japanese language programs (the "Programs"), and
WHEREAS, Affiliate desires to promote School's programs in exchange for a commission on referred students who enrol.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Definitions
Affiliate: The individual or entity applying to join the Affiliate Marketing Program.
Affiliate Marketing Program: The program managed by School by which participating entities place links on their Sponsoring Website that connect to the School Website and for which a referral fee is earned for Qualifying Purchases.
Approved Promotion Methods: The methods by which an Affiliate may promote the Programs, currently including the Affiliate’s registered website, blog, and social media channels (Instagram and YouTube).
Commission: The percentage of the Net Proceeds paid to Affiliate for a Qualifying Referral.
Net Proceeds: The gross proceeds received by School from Qualifying Purchases, less costs and expenses attributable to taxes, shipping and handling, fraud, bad debts, and duties.
Programs: The online Japanese language courses offered by School, currently including the 10-week Japanese Online Course. School reserves the right to add or remove Programs from this definition at any time with written notice to Affiliates.
Qualifying Purchase: The purchase of a Program by a third party who navigates from the Affiliate's Sponsoring Website to the School Website through a unique Referral Link and completes the enrolment process.
Referral Link: A unique URL assigned to an Affiliate's Sponsoring Website for tracking referred visitors and Qualifying Purchases.
School Website: Japademy.com and all pages on the site.
Sponsoring Website: The website and/or email communications and/or software applications from which the Affiliate will place Referral Links to the School Website.
2. Term and Renewal
2.1. This Agreement shall commence on the date of our acceptance of your application to enrol the Sponsoring Website in our Affiliate Marketing Program, such application signifying your acceptance of this Agreement. The initial term of this Agreement shall be for three (3) months (the "Initial Term").
2.2. The Agreement shall automatically renew for successive periods of one (1) month(s) (the "Renewal Term") unless terminated by either party upon seven (7) days written notice to the other party prior to the expiration of the then-current term.
3. Appointment and Grant of Rights
3.1. School hereby appoints Affiliate as a non-exclusive Affiliate to promote the Programs through the Approved Promotion Methods.
3.2. School grants Affiliate a non-exclusive, non-transferable right to use the following School materials for promotional purposes:
- School logos and trademarks (subject to School's approval of Affiliate's use)
- School website links for program enrolment
- School-approved marketing materials (if applicable)
4. Affiliate Responsibilities
4.1. Affiliate shall promote the Programs in a professional and ethical manner, consistent with the School's brand image and reputation.
4.2. Affiliate shall use only the Approved Methods for promotion and shall not engage in any practices that could damage School's reputation, including but not limited to:
- Making false or misleading statements about the Programs
- Spamming or unsolicited marketing practices
- Using School's intellectual property without authorization
4.3. Affiliate shall accurately represent the terms and conditions of the Programs, including tuition fees and enrolment requirements.
4.4. Affiliate shall comply with all applicable laws and regulations regarding online advertising and marketing.
5. Commissions and Payment
5.1. School shall pay Affiliate a commission of USD$50 for each Qualifying Purchase.
5.2. To qualify for a commission, a student must:
- Be a new student to School (not previously enrolled in any program)
- Enrol in a Program directly through School's website using Affiliate's unique Referral Link.
- Remain enrolled for the entire duration of the purchased Program.
5.3. Commissions will be paid to Affiliate on a monthly basis, within five (5) days of the end of each month, after School has verified Qualifying Purchases.
5.4. Payments will be made to the PayPal or Wise account information provided by the Affiliate on the application form. Affiliate is responsible for ensuring the accuracy and updating this information if necessary.
5.5. If, during any calendar month, referral fees do not exceed the payout minimum (currently set at USD$0 but may be changed at School's discretion with written notice), then Affiliate may not receive payments until the following calendar month during which their aggregate referrals fees equal or exceed said amount or until the termination of this agreement, whichever occurs earlier.
6. Tracking of Qualifying Purchases
6.1. Upon joining the Affiliate Marketing Program, School will provide Affiliates with unique Referral Links and cookies set to expire after 60 days so that the Affiliate will be credited for any sale that occurs on a return visit by a referred user within such period, starting from the first visit. However, the cookie containing your identification may be replaced with the cookie of another participant of this Affiliate Marketing Program if the user subsequently accesses the School Website from the link of the other participant.
6.2. School will exercise reasonable care in tracking the Qualifying Purchases. The Affiliate shall be responsible for ensuring that these special unique Referral Links are formatted properly, which is necessary for the tracking of sales. You will be responsible for integrating the Links into your site to properly enable sales tracking, and School will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement. Statements of Qualifying Purchases activity will be provided to the Affiliate via a special URL assigned to your account.
7. Fulfillment of Orders
7.1. The price charged for every Program will be determined by School according to its own pricing policies. In case of any price discrepancies, the price charged to the customer will always be the price listed on the School Website linked from your Sponsoring Website. Product availability can change at any time at School's discretion.
7.2. School will exercise reasonable efforts to keep the School Website operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. The Affiliate agrees not to hold School liable for any consequences that may result from such interruptions.
7.3. School will be solely responsible for processing and fulfilling every order placed by a customer following a Referral Link. Order entry will use the School Website's secure online ordering process. All website use terms and policies governing the use of the School Website will apply to orders received through your Referral Links. The Affiliate does not have the authority to make or accept any offer on School's behalf. School reserves the right to reject any order that does not comply with its terms of use and/or policies. School is not responsible for any representations made by the Affiliate which contradict School's terms of use and/or policies. To protect the privacy of customers, the names and other personally identifiable information about customers who made the Qualifying Purchases will not be provided to you. All such customer information shall be owned solely and exclusively by School.
8. Intellectual Property
8.1. You hereby recognize School's right of ownership (or license) of all trademarks, trade names, and other intellectual property rights associated with the School Website and the Programs. You will act consistently with these rights and act to preserve them in the course of marketing and sales of School's Programs.
8.2. School hereby grants you a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between your Sponsoring Website and the School Website and to use School's trade names, logos, trademarks and service marks (the "School Website Marks") on your Sponsoring Website solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement; provided, however, that any other usages shall be subject to School's prior written approval.
8.3. You hereby grant to School, during the Term, a non-exclusive, non-transferable, royalty-free license to use your trade names, logos, trademarks and service marks (the "Affiliate Marks") solely as is reasonably necessary to make reference to you in School's marketing collaterals and School Website (including related sites owned and/or operated by School) and to otherwise perform School's obligations under this Agreement; provided, however, that any other usages shall be subject to your prior written approval.
8.4. Except as set forth above, you and School each reserve all right, title and interest in respective intellectual property rights and use of the other's intellectual property is strictly prohibited.
9. Paid Ads Policy
You may not:
- use your affiliate link in any paid media. This includes advertisements such as search engine ads, Facebook or Instagram ads, or anything similar that would compete or otherwise cannibalize School’s marketing and cause confusion for potential customers.
- bid in your pay-per-click campaigns on keywords such as japademy, japademy.com, japademy reviews, and/or any misspellings or similar alterations of these, be it separately or in combination with any other keywords. In order to use any School related keywords through paid advertising you need prior approval from one of School’s affiliate managers and direct the traffic from such campaigns to your own website prior to redirecting it to our website.
- use “doorway pages'' in such instances or overall as part of School promotional activities is also strictly prohibited.
- 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 the School’s website (i.e., no page from our site or any School content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware'' and “Parasitic Marketing” shall 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 Internet search and directory engines (services referred here as examples include, but are not limited to, Google, MSN, Yahoo, Hotbot);
(c) set Commission tracking cookies through loading of the School’s website in IFrames, hidden links and automatic pop ups that open School’s website;
(d) targets text on websites, other than those sites 100% owned by the application owner, for the purpose of contextual marketing; or
(e) removes, replaces or blocks the visibility of affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application; or
(f) any other use that may be regarded as fraudulent according to common online marketing practice according to generally accepted industry specific code of conducts and guidelines (such as of IAB Europe).
You may review School on your Blog and YouTube channel, add banners and share your link with your clients and social media followers PROVIDED THAT you comply at all times with the terms and conditions of any third party sites which you use for affiliate marketing.
Abuse, gaming, and policy violations will result in having your account banned and any existing and future Commissions forfeited.
If you have any questions about campaigns and promotions please contact us at hello@japademy.com.If you contravene any part of this section, you will be considered to be in material breach of the Agreement which will allow us to terminate the agreement and claim damages.
10. Representations and Warranties
Affiliate and School hereby represent and warrant that:
- it has full power and authority to enter into this Agreement and to perform its obligations hereunder;
- it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement;
- the services to be rendered by each party under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party.
School makes no warranties, representations or conditions with regard to this Affiliate Marketing Program, the School Website, or the Programs except as expressly set forth in the School Website's then-current product sales policies, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing, or usage of trade.
10. Limitation of Liability
School shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or the Affiliate Marketing Program, even if School has been advised of the possibility of such damages. Further, in no event shall School's aggregate liability arising under or with respect to this Agreement and/or the Affiliate Marketing Program exceed the total referral fees paid or payable by School to Affiliate under this Agreement for the preceding three (3) months from the date of claim.
11. Indemnification
11.1. School agrees to indemnify, defend and hold harmless you and your affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of the School Website, a breach of School's obligations under this Agreement, or the violation of any third party intellectual property rights by the materials School provides to you for display on your Sponsoring Website.
11.2. You agree to indemnify, defend and hold harmless School and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of your Sponsoring Website, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights by your Sponsoring Site or by materials you provide to School for display on its promotional materials and/or websites.
12. Confidentiality
You agree to hold in confidence all non-public information you obtain from School concerning the Affiliate Marketing Program, the Programs, and School's business operations. You shall not disclose such information to any third party without School's prior written consent.
13. Termination
This Agreement may be terminated by either party upon written notice to the other party in the event of a material breach of this Agreement by the other party, which is not cured within seven (7) days of written notice. This Agreement may also be terminated by either party upon seven (7) days written notice to the other party without cause.
14. Dispute Resolution
Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the International Centre for Dispute Resolution Canada (ICDR Canada) then in effect. The arbitration shall be held in Calgary, Canada and conducted in the English language. The decision of the arbitrator shall be final and binding on the parties and may be entered in any court of competent jurisdiction.
15. Independent Contractor
The relationship between you and School is one of independent contractor and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate shall not assign this Agreement, by operation of law or otherwise, without School's prior written consent. Subject to the foregoing restriction, this Agreement is binding upon, inures to the benefit of, and is enforceable by the parties and their respective successors and assigns.
16. Force Majeure
Neither party will be considered to be in breach of, or default under, this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond their respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.
17. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, oral or written, with respect to the subject matter hereof. If one or more provisions of this Agreement shall be found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, provided the surviving Agreement materially comports with the original intent of the Parties. School's waiver of any breach of this Agreement shall not constitute a waiver of any subsequent breach of this Agreement.
18. Notices
Any notices under this Agreement will be given in writing. Notices to School may be given by electronic mail to hello@japademy.com and notices to Affiliate may be given by electronic mail used on your application form (and if applicable, as updated), which shall be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt.
19. Governing Law
This Agreement shall be construed under the laws of the Province of Alberta, Canada without regard to its conflict of law principles.
20. Attorney Fees
In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such action or proceeding.
21. Headings
The headings in this Agreement are for reference purposes only and shall not govern the construction or interpretation of this Agreement.
22. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
BY AFFILIATE REGISTERING FOR THE AFFILIATE MARKETING PROGRAM, AND BY SCHOOL ACCEPTING THE AFFILIATE PARTICIPATION IN THE AFFILIATE MARKETING PROGRAM, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THEM.
WHEREAS, School desires to expand its reach and enrol new students in its Japanese language programs (the "Programs"), and
WHEREAS, Affiliate desires to promote School's programs in exchange for a commission on referred students who enrol.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Definitions
Affiliate: The individual or entity applying to join the Affiliate Marketing Program.
Affiliate Marketing Program: The program managed by School by which participating entities place links on their Sponsoring Website that connect to the School Website and for which a referral fee is earned for Qualifying Purchases.
Approved Promotion Methods: The methods by which an Affiliate may promote the Programs, currently including the Affiliate’s registered website, blog, and social media channels (Instagram and YouTube).
Commission: The percentage of the Net Proceeds paid to Affiliate for a Qualifying Referral.
Net Proceeds: The gross proceeds received by School from Qualifying Purchases, less costs and expenses attributable to taxes, shipping and handling, fraud, bad debts, and duties.
Programs: The online Japanese language courses offered by School, currently including the 10-week Japanese Online Course. School reserves the right to add or remove Programs from this definition at any time with written notice to Affiliates.
Qualifying Purchase: The purchase of a Program by a third party who navigates from the Affiliate's Sponsoring Website to the School Website through a unique Referral Link and completes the enrolment process.
Referral Link: A unique URL assigned to an Affiliate's Sponsoring Website for tracking referred visitors and Qualifying Purchases.
School Website: Japademy.com and all pages on the site.
Sponsoring Website: The website and/or email communications and/or software applications from which the Affiliate will place Referral Links to the School Website.
2. Term and Renewal
2.1. This Agreement shall commence on the date of our acceptance of your application to enrol the Sponsoring Website in our Affiliate Marketing Program, such application signifying your acceptance of this Agreement. The initial term of this Agreement shall be for three (3) months (the "Initial Term").
2.2. The Agreement shall automatically renew for successive periods of one (1) month(s) (the "Renewal Term") unless terminated by either party upon seven (7) days written notice to the other party prior to the expiration of the then-current term.
3. Appointment and Grant of Rights
3.1. School hereby appoints Affiliate as a non-exclusive Affiliate to promote the Programs through the Approved Promotion Methods.
3.2. School grants Affiliate a non-exclusive, non-transferable right to use the following School materials for promotional purposes:
- School logos and trademarks (subject to School's approval of Affiliate's use)
- School website links for program enrolment
- School-approved marketing materials (if applicable)
4. Affiliate Responsibilities
4.1. Affiliate shall promote the Programs in a professional and ethical manner, consistent with the School's brand image and reputation.
4.2. Affiliate shall use only the Approved Methods for promotion and shall not engage in any practices that could damage School's reputation, including but not limited to:
- Making false or misleading statements about the Programs
- Spamming or unsolicited marketing practices
- Using School's intellectual property without authorization
4.3. Affiliate shall accurately represent the terms and conditions of the Programs, including tuition fees and enrolment requirements.
4.4. Affiliate shall comply with all applicable laws and regulations regarding online advertising and marketing.
5. Commissions and Payment
5.1. School shall pay Affiliate a commission of USD$50 for each Qualifying Purchase.
5.2. To qualify for a commission, a student must:
- Be a new student to School (not previously enrolled in any program)
- Enrol in a Program directly through School's website using Affiliate's unique Referral Link.
- Remain enrolled for the entire duration of the purchased Program.
5.3. Commissions will be paid to Affiliate on a monthly basis, within five (5) days of the end of each month, after School has verified Qualifying Purchases.
5.4. Payments will be made to the PayPal or Wise account information provided by the Affiliate on the application form. Affiliate is responsible for ensuring the accuracy and updating this information if necessary.
5.5. If, during any calendar month, referral fees do not exceed the payout minimum (currently set at USD$0 but may be changed at School's discretion with written notice), then Affiliate may not receive payments until the following calendar month during which their aggregate referrals fees equal or exceed said amount or until the termination of this agreement, whichever occurs earlier.
6. Tracking of Qualifying Purchases
6.1. Upon joining the Affiliate Marketing Program, School will provide Affiliates with unique Referral Links and cookies set to expire after 60 days so that the Affiliate will be credited for any sale that occurs on a return visit by a referred user within such period, starting from the first visit. However, the cookie containing your identification may be replaced with the cookie of another participant of this Affiliate Marketing Program if the user subsequently accesses the School Website from the link of the other participant.
6.2. School will exercise reasonable care in tracking the Qualifying Purchases. The Affiliate shall be responsible for ensuring that these special unique Referral Links are formatted properly, which is necessary for the tracking of sales. You will be responsible for integrating the Links into your site to properly enable sales tracking, and School will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement. Statements of Qualifying Purchases activity will be provided to the Affiliate via a special URL assigned to your account.
7. Fulfillment of Orders
7.1. The price charged for every Program will be determined by School according to its own pricing policies. In case of any price discrepancies, the price charged to the customer will always be the price listed on the School Website linked from your Sponsoring Website. Product availability can change at any time at School's discretion.
7.2. School will exercise reasonable efforts to keep the School Website operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. The Affiliate agrees not to hold School liable for any consequences that may result from such interruptions.
7.3. School will be solely responsible for processing and fulfilling every order placed by a customer following a Referral Link. Order entry will use the School Website's secure online ordering process. All website use terms and policies governing the use of the School Website will apply to orders received through your Referral Links. The Affiliate does not have the authority to make or accept any offer on School's behalf. School reserves the right to reject any order that does not comply with its terms of use and/or policies. School is not responsible for any representations made by the Affiliate which contradict School's terms of use and/or policies. To protect the privacy of customers, the names and other personally identifiable information about customers who made the Qualifying Purchases will not be provided to you. All such customer information shall be owned solely and exclusively by School.
8. Intellectual Property
8.1. You hereby recognize School's right of ownership (or license) of all trademarks, trade names, and other intellectual property rights associated with the School Website and the Programs. You will act consistently with these rights and act to preserve them in the course of marketing and sales of School's Programs.
8.2. School hereby grants you a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between your Sponsoring Website and the School Website and to use School's trade names, logos, trademarks and service marks (the "School Website Marks") on your Sponsoring Website solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement; provided, however, that any other usages shall be subject to School's prior written approval.
8.3. You hereby grant to School, during the Term, a non-exclusive, non-transferable, royalty-free license to use your trade names, logos, trademarks and service marks (the "Affiliate Marks") solely as is reasonably necessary to make reference to you in School's marketing collaterals and School Website (including related sites owned and/or operated by School) and to otherwise perform School's obligations under this Agreement; provided, however, that any other usages shall be subject to your prior written approval.
8.4. Except as set forth above, you and School each reserve all right, title and interest in respective intellectual property rights and use of the other's intellectual property is strictly prohibited.
9. Paid Ads Policy
You may not:
- use your affiliate link in any paid media. This includes advertisements such as search engine ads, Facebook or Instagram ads, or anything similar that would compete or otherwise cannibalize School’s marketing and cause confusion for potential customers.
- bid in your pay-per-click campaigns on keywords such as japademy, japademy.com, japademy reviews, and/or any misspellings or similar alterations of these, be it separately or in combination with any other keywords. In order to use any School related keywords through paid advertising you need prior approval from one of School’s affiliate managers and direct the traffic from such campaigns to your own website prior to redirecting it to our website.
- use “doorway pages'' in such instances or overall as part of School promotional activities is also strictly prohibited.
- 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 the School’s website (i.e., no page from our site or any School content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware'' and “Parasitic Marketing” shall 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 Internet search and directory engines (services referred here as examples include, but are not limited to, Google, MSN, Yahoo, Hotbot);
(c) set Commission tracking cookies through loading of the School’s website in IFrames, hidden links and automatic pop ups that open School’s website;
(d) targets text on websites, other than those sites 100% owned by the application owner, for the purpose of contextual marketing; or
(e) removes, replaces or blocks the visibility of affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application; or
(f) any other use that may be regarded as fraudulent according to common online marketing practice according to generally accepted industry specific code of conducts and guidelines (such as of IAB Europe).
You may review School on your Blog and YouTube channel, add banners and share your link with your clients and social media followers PROVIDED THAT you comply at all times with the terms and conditions of any third party sites which you use for affiliate marketing.
Abuse, gaming, and policy violations will result in having your account banned and any existing and future Commissions forfeited.
If you have any questions about campaigns and promotions please contact us at hello@japademy.com.If you contravene any part of this section, you will be considered to be in material breach of the Agreement which will allow us to terminate the agreement and claim damages.
10. Representations and Warranties
Affiliate and School hereby represent and warrant that:
- it has full power and authority to enter into this Agreement and to perform its obligations hereunder;
- it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement;
- the services to be rendered by each party under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party.
School makes no warranties, representations or conditions with regard to this Affiliate Marketing Program, the School Website, or the Programs except as expressly set forth in the School Website's then-current product sales policies, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing, or usage of trade.
10. Limitation of Liability
School shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or the Affiliate Marketing Program, even if School has been advised of the possibility of such damages. Further, in no event shall School's aggregate liability arising under or with respect to this Agreement and/or the Affiliate Marketing Program exceed the total referral fees paid or payable by School to Affiliate under this Agreement for the preceding three (3) months from the date of claim.
11. Indemnification
11.1. School agrees to indemnify, defend and hold harmless you and your affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of the School Website, a breach of School's obligations under this Agreement, or the violation of any third party intellectual property rights by the materials School provides to you for display on your Sponsoring Website.
11.2. You agree to indemnify, defend and hold harmless School and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of your Sponsoring Website, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights by your Sponsoring Site or by materials you provide to School for display on its promotional materials and/or websites.
12. Confidentiality
You agree to hold in confidence all non-public information you obtain from School concerning the Affiliate Marketing Program, the Programs, and School's business operations. You shall not disclose such information to any third party without School's prior written consent.
13. Termination
This Agreement may be terminated by either party upon written notice to the other party in the event of a material breach of this Agreement by the other party, which is not cured within seven (7) days of written notice. This Agreement may also be terminated by either party upon seven (7) days written notice to the other party without cause.
14. Dispute Resolution
Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the International Centre for Dispute Resolution Canada (ICDR Canada) then in effect. The arbitration shall be held in Calgary, Canada and conducted in the English language. The decision of the arbitrator shall be final and binding on the parties and may be entered in any court of competent jurisdiction.
15. Independent Contractor
The relationship between you and School is one of independent contractor and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate shall not assign this Agreement, by operation of law or otherwise, without School's prior written consent. Subject to the foregoing restriction, this Agreement is binding upon, inures to the benefit of, and is enforceable by the parties and their respective successors and assigns.
16. Force Majeure
Neither party will be considered to be in breach of, or default under, this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond their respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.
17. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, oral or written, with respect to the subject matter hereof. If one or more provisions of this Agreement shall be found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, provided the surviving Agreement materially comports with the original intent of the Parties. School's waiver of any breach of this Agreement shall not constitute a waiver of any subsequent breach of this Agreement.
18. Notices
Any notices under this Agreement will be given in writing. Notices to School may be given by electronic mail to hello@japademy.com and notices to Affiliate may be given by electronic mail used on your application form (and if applicable, as updated), which shall be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt.
19. Governing Law
This Agreement shall be construed under the laws of the Province of Alberta, Canada without regard to its conflict of law principles.
20. Attorney Fees
In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such action or proceeding.
21. Headings
The headings in this Agreement are for reference purposes only and shall not govern the construction or interpretation of this Agreement.
22. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
BY AFFILIATE REGISTERING FOR THE AFFILIATE MARKETING PROGRAM, AND BY SCHOOL ACCEPTING THE AFFILIATE PARTICIPATION IN THE AFFILIATE MARKETING PROGRAM, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THEM.
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