Affiliate Agreement
This
Agreement contains the complete terms and conditions that apply
to an individual's or entity's participation in the Babysittingclass.com
Affiliate Program (the "Program"). The program on Babysittingclass.com
is run by and owned by A Girl's World Productions, Inc. As used
in this Agreement, "we" means Babysittingclass.com, and "you"
means the applicant. "Site" means a World Wide Web site and,
depending on the context, refers either to the Babysittingclass.com
site, located at the URL www.babysittingclass.com, or to any
site or group that you will link to our site (and which you
will identify in your Program application).
Signup
for the Affiliate Program
To signup
as an affiliate, you will need to request to become an affiliate
by contacting us by email, phone or by fax. We will evaluate
every application in good faith and will notify you of your
acceptance or rejection as soon as possible.
Causes
for Rejection of Applications
We may
reject any application if we determine (at our sole discretion)
that the applicant is unsuitable for our Program. Unsuitable
sites or groups include any that promote violence or sexually
explicit material or any illegal activity. If at any time an
accepted site or group makes changes that render themselves
to be unsuitable for the Program, we may at any time terminate
this Agreement.
Links
to Our Site
Once
you have been notified that your site or group has been accepted
into the Program, you will be given a Tagged Link, a unique
URL and/or button and links to a special page of graphics including
banners and images to place on your site and in advertisements
and flyers. You will provide this unique Tagged Link or button
we provide on your website and/or in brochures and newsletters
and other advertising media.
These
"Tagged Links" will connect you and your customers to your Babysittingclass.com
web page on our website. To permit accurate tracking, reporting,
and commission fee accrual, these Tagged Links must be used
in all links between your site or group and our site. You will
earn commission fees only with respect to activity on our site
occurring directly through Tagged Links; we will not be liable
to you with respect to any failure by you to use Tagged Links,
including to the extent that such failure may result in any
reduction of amounts that would otherwise be paid to you pursuant
to this Agreement.
Advertising
Use
You
may use any of the testimonies by professionals, parents and
students that are published on www.babysittingclass.com. You
may also display a short description, review, or other reference
around the links and graphics we give you. You will be responsible
for the content, style, and placement of these references, reviews
and descriptions.
Information
Use
You
acknowledge that, by participating in the Affiliates Program
on Babysittingclass.com, our company may receive information
from or about visitors to your site or group or communications
between your site and those visitors. Your participation in
the Babysittingclass.com program constitutes your specific and
unconditional consent to and authorization for Babysittingclass.com's
access to, receipt, storage, use, and disclosure of any and
all such information, consistent with the policies and procedures
set forth in Babysittingclass.com's Privacy Notice.
Order Processing
We will
process Babysitting Class Certificates and mail out business
kits to the students who follow the Tagged Links from your site
or group to our site. We reserve the right to reject orders
that do not comply with any requirements that we may establish.
We will be responsible for all aspects of order processing and
fulfillment. We will process payments, send out access codes
via email, handle cancellations, and returns, and handle customer
service, among other things.
We will
track sales made to students who purchase class access by using
Tagged Links from your site or group to our site and will make
available to you an online report summarizing this sales activity
on a daily basis. The report form and content, and the frequency
of that report may vary from time to time.
Commissions
We will
pay you 30% of the total of each student pass sold to third
parties. For a student pass to be eligible to earn a commission,
the customer must click-through a Tagged Link from your site
or group to our site and the customer must order and pay for
the Class and register for the Class. We will only pay commissions
after order, payment and emailling of registration data for
the babysitting class have occurred.
Returns
and Chargebacks
If a
student requests a refund, or a sale results in a bad debt because
of failure of a student to pay, that return and/or chargeback
will be credited against the next commission payment.
Payment
Schedule
Commissions
are paid on a monthly basis. Approximately 15 days following
the end of each month, we will send you a check for the commission
fees earned for the prior month.
Policies
and Pricing
Students
who buy class registrations through this Program will be deemed
to be customers of Babysittingclass.com . Accordingly, all Babysittingclass.com
rules, policies, and operating procedures concerning orders,
service, and course sales will apply to those customers. We
may change our policies and operating procedures at any time.
For example, we will determine the prices to be charged for
classes sold under this Program in accordance with our own pricing
policies. All Affiliates will be notified well in advance of
any price change so that correct prices will be listed in Affiliate
weblinks and brochures.
Identifying
Yourself as an Affiliate
You
must use the phrase "Babysittingclass.com, sponsored by (your
name)" in your advertisements of this course. You must use the
graphics supplied by us in all advertisements, both on and offlline.
We may modify this text or our graphic images from time to time.
In addition,
you may not in any manner misrepresent or embellish the relationship
between us and you, or express or imply any relationship or
affiliation between us and you or any other person or entity
except as expressly permitted by this Agreement (including by
expressing or implying that Babysittingclass.com supports, sponsors,
endorses, or contributes money to any charity or other cause).
Limited
License
We grant
you a nonexclusive, revocable right to use the unique URL and/or
button and links to a special page of graphics including banners
and images, and such other text or images for which we grant
express permission, solely for the purpose of identifying your
site as a Affiliate Program participant and to assist in generating
Class sales. You may not modify the graphic image or text, or
any other of our images, in any way. We reserve all of our rights
in the graphic image and text, any other images, our trade names
and trademarks, and all other intellectual property rights.
You agree to follow our Trademark Guidelines, as those guidelines
may change from time to time. We may revoke your license at
any time by giving you written notice.
Responsibility
for Your Site or Group
You
will be solely responsible for the development, operation, and
maintenance of your site or group and for all materials that
appear on your site or at your group office. For example, you
will be solely responsible for the technical operation of your
site and all related equipment creating and posting Class descriptions
on your site and linking those descriptions to our site.
You
will be solely responsible for the following:
1) the
accuracy and appropriateness of materials posted on your site
(including, among other things, all Class-related materials)
ensuring that materials posted on your site do not violate or
infringe upon the rights of any third party (including, for
example, copyrights, trademarks, privacy, or other personal
or proprietary rights)
2) ensuring
that materials posted on your site are not libelous or otherwise
illegal
3) ensuring
that your site accurately and adequately discloses, either through
a privacy policy or otherwise, how you collect, use, store,
and disclose data collected from visitors, including, where
applicable, that third parties (including advertisers) may serve
content and/or advertisements and collect information directly
from visitors and may place or recognize cookies on visitors'
browsers.
We disclaim
all liability for these matters. Further, you will indemnify
and hold us harmless from all claims, damages, and expenses
(including, without limitation, attorneys' fees) relating to
the development, operation, maintenance, and contents of your
site.
Term
of the Agreement
The
term of this Agreement will begin upon our acceptance of you
as an affilate and will end when terminated by either party.
Either you or we may terminate this Agreement at any time, with
or without cause, by giving the other party written notice of
termination. Upon the termination of this Agreement for any
reason, you will immediately cease use of, and remove from your
site, all links to our site, and all Babysittingclass.com trademarks,
trade dress, and logos, and all other materials provided by
or on behalf of us to you pursuant hereto or in connection with
the Program. You are eligible to earn referral fees only on
course sales that occur during the term, and referral fees earned
through the date of termination will remain payable only if
these courses are not cancelled or returned. We may withhold
your final payment for a reasonable time to ensure that the
correct amount is paid.
Modification
We may
modify any of the terms and conditions contained in this Agreement,
at any time and in our sole discretion, by posting a change
notice or a new agreement on our site. Modifications may include,
for example, changes in the scope of available referral fees,
referral fee schedules, payment procedures, and Program rules.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE
IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION
IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW
AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF
THE CHANGE.
Relationship
of Parties
You
and we are independent contractors, and nothing in this Agreement
will create any partnership, joint venture, agency, franchise,
sales representative, or employment relationship between the
parties. 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 site or otherwise, that reasonably would contradict
anything in this Section.
Limitation
of Liability
We will
not be liable for indirect, special, or consequential damages
(or any loss of revenue, profits, or data) arising in connection
with this Agreement or the Program, even if we have been advised
of the possibility of such damages. Further, our aggregate liability
arising with respect to this Agreement and the Program will
not exceed the total referral fees paid or payable to you under
this Agreement.
Disclaimers
We make
no express or implied warranties or representations with respect
to the Program or any products sold through the Program (including,
without limitation, warranties of fitness, merchantability,
noninfringement, or any implied warranties arising out of a
course of performance, dealing, or trade usage). In addition,
we make no representation that the operation of our site will
be uninterrupted or error-free, and we will not be liable for
the consequences of any interruptions or errors.
YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL
ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY
TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON
TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT
OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR
WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY
OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION,
GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Arbitration
Any
dispute relating in any way to this Agreement (including any
actual or alleged breach hereof), any transactions or activities
under this Agreement or your relationship with us or any of
our affiliates shall be submitted to confidential arbitration
in San Diego, California, except that, to the extent you have
in any manner violated or threatened to violate our intellectual
property rights, we may seek injunctive or other appropriate
relief in any state or federal court in the state of California
(and you consent to non-exclusive jurisdiction and venue in
such courts) or any other court of competent jurisdiction. Arbitration
under this agreement shall be conducted under the rules then
prevailing of the American Arbitration Association. The arbitrator's
award shall be binding and may be entered as a judgment in any
court of competent jurisdiction. To the fullest extent permitted
by applicable law, no arbitration under this Agreement shall
be joined to an arbitration involving any other party subject
to this Agreement, whether through class arbitration proceedings
or otherwise.
Miscellaneous
This
Agreement will be governed by the laws of the United States
and the state of California, without reference to rules governing
choice of laws. You may not assign this Agreement, by operation
of law or otherwise, without our prior written consent. Subject
to that restriction, this Agreement will be binding on, inure
to the benefit of, and be enforceable against the parties and
their respective successors and assigns. Our failure to enforce
your strict performance of any provision of this Agreement will
not constitute a waiver of our right to subsequently enforce
such provision or any other provision of this Agreement.
