Last Updated: 15th December 2020
Please take the time to read these terms and conditions for affiliates.
We/Us/Our etc – means Just ESL Tutors and any subsidiaries, employees or assigns.
Products – means programs provided by Just ESL Tutors
Our Website – means the website https://justesltutors.com
1. Promotional Materials
Affiliate can create banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website, in their email campaigns or on their Social Media pages (the “Promotional Materials”). Affiliate shall display the Promotional Materials as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Our Website.
2. Use of Promotional Materials
The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:
a. Affiliate may only use the Promotional Materials for the purpose of promoting Our Website (and the products and services available thereon), and for linking to Our Website.
b. The Promotional Materials will be used to link only to Our Website, to the specific page and address as specified by Us.
2.2 3rd Party Advertising
Affiliate shall not purchase pay per click ads using any of the following terms: “Just ESL Tutors”, “How to Create Your ESL Resume”, “Online Teacher PATH”, “From ESL Tutor to Business Owner in 28 Days”. Any affiliate sales found to have originated from ads with those brand terms will be null and void.
Just ESL Tutors hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
4. Intellectual Property
We retain all right, ownership, and interest in the Programs, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
5. Relationship of Parties
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Us and Affiliate. Affiliate shall provide services for Us as an independent contractor. Affiliate shall have no authority to bind Us into any agreement, nor shall Affiliate be considered to be an agent of Us in any respect.
Affiliate commissions terms, conditions and specifications:
a. In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, We shall pay the Affiliate a commission (the “Commission”) in the amount of a percentage of product sold to a user that accesses Our Website through a link on Affiliate’s website. The current percentage posted is 30%. This percentage is subject to change by Us at any time. Private agreements may have a different rate to this. Notification to Affiliate of any change in commission percentage will be given by Us at the email address on hand for the Affiliate. Commission will be based on purchases made by a user for any new and recurring purchases for the life of the registered user. Commission payments do not apply to purchases made directly by Affiliate. Transactions that result in refunds or chargebacks will not be paid out.
b. We shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given login access to these records, and is available through the affiliate area on the member page. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Us within 14 days of discovering such discrepancy.
c. We shall pay all Commissions accrued and payable to Affiliate by the 20th of each month for the previous month of referral commissions due (the “Commission Payment Date”). Payment is made via the Affiliate PayPal account and email address on file.
e. In the event that Affiliate materially breaches this Agreement and We terminate this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and We shall not be obligated to pay such Commissions to Affiliate.
7. Affiliate’s Representations and Warranties
Affiliate represents and warrants the following:
a. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
b. Affiliate’s website and Promotional Material does not contain any materials that are:
i. Sexually explicit, obscene, or pornographic;
ii. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
iii. Graphically violent, including any violent video game images;
iv. Solicitous of any unlawful behaviour;
v. Solicitous of any misleading behaviour (i.e. invalid coupons, promotions, or discounts);
vi. Defamatory towards Us or Our Website; or
vii. making any promises or guarantees as to the outcome of completing the Just ESL Tutors’ programs
c. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
d. Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
e. Affiliate will not make any claim to ownership of the copyright, trademark, or other intellectual property therein.
f. Affiliate will not register any domain name that incorporates Just ESL Tutors name, or that is confusingly similar to our Product names.
g. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Us or Our Website.
Affiliate shall indemnify Us and hold Us harmless from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 7 above. Affiliate shall also indemnify and hold Us harmless for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
Any information that Affiliate is exposed to by virtue of its relationship with Us under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Just ESL Tutors Information” Affiliate may not disclose any Confidential Just ESL Tutors Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Us.
Affiliate program term conditions:
a. This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.
b. We retain the right to change this agreement at any time without notice.
c. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.
d. The Affiliate will destroy all copies of any “Confidential Just ESL Tutors Information” and cease to use their Affiliate link and any associated Promotional Materials immediately.
We shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Us as set forth in this Agreement. We shall not withhold any taxes from the Commissions paid to Affiliate.
12. Limitation of Liability
We shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether We were or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.
This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
16. Entire Agreement
This Agreement constitutes the entire agreement between Us and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.