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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.
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