Affiliate Program Agreement
PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
Last Revised: 2020-01-01 13:37
This Affiliate Program Agreement (this "Agreement", "Affiliate Agreement", "Affiliate Terms and Conditions", "Affiliate Agreement") is entered into by and between Pedagog, UAB ("Pedagog") and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of the Affiliate Program (the "Affiliate Program" or the "Services") and is internal part of www.Pedagog.ac (this “Site”) website general Terms and Conditions. Your electronic acceptance of this Affiliate Agreement signifies that you have read, understood, acknowledged and agreed to be bound by this Agreement, along with Pedagog's General Terms Of Service Agreement, which is incorporated herein by reference. The terms "we", "us" or "our" shall refer to Pedagog. The terms "you", "your", "User", "customer" or "Affiliate" shall refer to any individual or entity who accepts this Affiliate Agreement. Nothing in this Affiliate Agreement shall be deemed to confer any third-party rights or benefits. Pedagog, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the Site. You acknowledge and agree that (i) Pedagog may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the "Last Revised" date at the top of this page) shall constitute your acceptance of this Affiliate Agreement as last revised. If you do not agree to be bound by this Affiliate Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site. In addition, Pedagog may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account ("Account") information, including your email address, current. Pedagog assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address. We may, to the extent allowed by applicable laws, link the data, received from the cookies, with other information obtained about you from other legal sources (i.e., information about the use of the services, online account, our Loyalty program, etc.)
2. PARTICIPATION IN THE AFFILIATE PROGRAM
To become a ("Pedagog") affiliate, you need to sign-up via Pedagog platform and generate main affiliate metrics, like clicks and referrals.
3. YOUR RESPONSIBILITIES
As a ("Pedagog") Affiliate you agree that:
It is your full responsibility to provide us with accurate account information and it is your responsibility to keep that information up to date. Such information includes, but is not limited to: contact details, payment details, tax information, all website URL(s) where ("Pedagog") is promoted, promotional means and practices and any other details we may request. ("Pedagog") reserves the right to request any additional information about each website, where ("Pedagog") is promoted and any additional information about the practices used to promote ("Pedagog") on those websites. If by any means you fail to provide the requested data or the data is not accurate it may result in exclusion from the Affiliate Program, temporary suspension or termination of your Affiliate account and loss of any commissions.
The Affiliate must act just in good faith and refer clients in good standing. Clients in good standing are your referred users (students or affiliates) that have provided valid contact information, have active accounts that do not exceed any limitations as per the ("Pedagog") Terms of Service and are not flagged for high fraud risk.
You should not make any recommendations or take any actions that would result in a potential revenue loss for ("Pedagog").
You should not use any marketing practices that may attract Clients that are not in good standing.
You should not act in your own will as per modifying, copying or altering any banners, icons, graphics or any other content that is contained in ("Pedagog")’s Links including but not limited to altering and modifying any copyright or trademark notices, without prior written approval from ("Pedagog").
You shall not use self-referral methods, you can’t click on your affiliate links and/or banners and make orders via your unique affiliate link. Matching IP addresses that were used to log in to the Affiliate panel and to make the purchase, are going to be considered as self-referral and no exceptions will be made. Violations can result in the loss of all accrued Rewards and dismissal from the program.
You are obligated to follow all applicable intellectual property and other laws that are associated with your site. You must obtain a permission to use another person’s copyrighted material, of whatever form it might be. Only you will be responsible if you use another person’s material that is copyrighted or other intellectual property in a way that violates the law or the rights of any third party.
The Affiliate should not engage in any blackhat seo/spam link building techniques in order to generate more referrals for ("Pedagog").
When listing your address for check and/or gifts/prizes receiving, you must state your actual physical address. You must not engage in avoiding network demographics by using mail forwarding services. You must be in the country you listed as your country.
You agree not to violate any applicable law.
You should be loyal to ("Pedagog") and should not misuse its confidence and shall not damage ("Pedagog") reputation.
Not to advocate, promote, or encourage violence or discrimination against any person, organization, or governmental entity.
We advise affiliates to follow the guidelines and endorsements of of Federal Trade Commission (FTC). Endorsements, reviews and testimonials on Pedagog’s products, services and relationships between other types of content websites and Pedagog must be disclosed on a separate affiliate sites policy. According to Federal Trade Commission, “when there exists a connection between the endorser and the seller of the advertised product,” such kind of connection must be “fully disclosed”. We strongly advise to abide the rules of FTC. We have the right to discontinue our relations with ineligible affiliates.
If ("Pedagog") suspects or detects patterns of violations of the Affiliate Terms and Conditions, ("Pedagog") reserves the right, as a result of Terms and Services violation, to suspend and/or terminate your Affiliate account and cancel all commission payments due.
4. AFFILIATE ADVERTISING
Only promotional materials that are approved by ("Pedagog") may be used in the Affiliate’s Site in order to advertise ("Pedagog"). Approved promotional materials refer to the materials that are provided in your Affiliate Area. Approved promotional materials may contain ("Pedagog") trademarks, service marks, logos and slogans for you to display on your Affiliate Website. By signing this agreement we grant you a non-exclusive, limited and non-transferable license to access, download and place the approved promotional material on your website with the sole purpose to promote websites operated, controlled and owned by ("Pedagog").
If by the decision of any party the Affiliate Agreement is terminated, upon termination your non-exclusive, limited and non-transferable license to access, download and place the approved promotional materials of ("Pedagog") will be immediately and automatically withdrawn.
Inappropriate ways of advertising include, but are not limited to:
The Usage of any illegal and/or spam method of advertising, such as: unsolicited email, unauthorized placing of the link in forums, newsgroups, message boards etc.;
Bidding on keywords and phrases containing the "("Pedagog")" trademark, or variations or misspellings of the trademarked term on Pay per Click or Pay per Impression campaigns on the search engines (Google, Yahoo, MSN, Ask, Bing or others) without our prior approval. You are not allowed to use the ("Pedagog") Website(s) as display URL in PPC ads and to direct-link or redirect to the ("Pedagog") Website(s);
Using non-unique copyright infringing content to promote ("Pedagog");
Using traffic generated by pay to read, pay to click, banner exchanges, click exchanges, PPV advertising, pop-up/under, or similar methods;
Providing cash backs, rewards or any other kind of incentives to obtain the sale without our prior approval;
Offering price savings methods, including coupon(s), voucher(s), discount codes, or added value offers without our prior approval;
Using our advertising and promotional materials, trademark or name in a way which negatively affects our image;
Using iframes or any other techniques or technology that places your affiliate tracking cookie in any means other than an actual click-through;
Using link cloaking or masking techniques or technology with the goal to promote ("Pedagog") on websites and/or networks not explicitly listed in your affiliate profile and hiding that traffic source;
Your website(s) must NOT contain lewd, obscene, illegal or pornographic material, or any other material that is deemed to be objectionable. This includes, but is not limited to, bigotry, hatred, pornography, satanic materials, trademark and copyright materials, all content of an adult nature, etc. The declaration of any materials as such is subject to our reasonable opinion;
Your domain name(s), company name, logo, trademark, product(s), project(s), service(s) must NOT contain keywords and phrases containing the "("Pedagog")" trademark or any other variations or misspellings confusingly similar to ("Pedagog") trademark, name, logo or domain name, without our prior approval;
Your domain name(s), company name, logo, trademark, your product(s), project(s), service(s) must NOT contain keywords and phrases that contain or are confusingly similar to third-party trademarks, names, logos or domain names, unless you have been duly authorised by the trademark owner.
("Pedagog") shall have the sole right to decide if a promotional method you use is appropriate. The use of any advertising method that we consider inappropriate may result in warning, suspension or termination of your affiliate account and cancellation of all outstanding commission payments due.
If you or a third-party gains knowledge of content which is unlawful or inappropriate according to the foregoing provisions, Pedagog requests to report the violation via the contact or email notice@Pedagog.ac. Pedagog will examine the content immediately upon receipt of such notice.
5. AFFILIATE COMPETITIONS
By agreeing with the terms of service you agree to automatically take part in any upcoming competitions, lotteries and events of same sort where no additional fees are required.
If some kind of abnormal activity is noticed (like huge and/or sudden increases in any kind of unique affiliate metrics and data) and possible scam activities are detected, Pedagog has a right not to issue any kind of payments, as well as to deduct payments previously made, and to terminate an affiliate account associated with such activities when felt needed, with no additional explanations or notice.
Your participation in the competition is subject to you providing Pedagog with your personal information. Simply joining any affiliate competition by Pedagog does not entitle you to win any prizes or gifts.
As a participant, it is your responsibility to ensure that any information which you provide in respect of a competition is accurate and up to date.
In the Competition, to be held as an active referral, a referred student has to have a verified email address, cannot be a self-referral and has to have ("Pedagog") online courses finished. An active referred affiliate has to have a verified email address, cannot be a self referral and has to have clicks and referrals generated.
The winners of the Competition are declared in the first few weeks of a month. Pedagog reserves the right to extend the time of the winner selection with no limitations & you agree to give up any expectations or complains regarding the winner selection matter.
The gifts and prizes won in the Competition by affiliates have to be redeemed in order to be sent to the respective winners of those prizes and gifts. Affiliates have to redeem the prizes & gifts they have won in their Pedagog platform profile in the period of 30 days. If the affiliate, for whatever reasons, is not able to redeem the gift or a prize in the given period of time, the gift/prize becomes expired and no longer redeemable.
We process/send out gifts/prizes, BDG tokens or any other form of incentives earned in the Competition in the period of at least 35 days in the first few weeks of the month. Pedagog reserves the right to extend this time frame with no limitations & you agree to give up any expectations or complains regarding this matter. The withdrawal of earned BDG tokens can only be made when the affiliate reaches the minimal withdrawal value of 16,250.00 BDG tokens
Pedagog will not be held accountable for any expenses which you incur during or for purposes of your participation in a competition, as well as acceptance and/or use of a prize or and/or gift, other than included in the prize itself. Pedagog will also not be held accountable for the physical state of the won prize/gift upon its arrival.
Prizes and gifts are not transferable and can not be changed or exchanged for cash or other prizes and/or gifts, unless upon personal agreement with Pedagog as well as if the promised gift/prize is out of stock. In cases of such sort, the gift/prize may be changed or its value may be paid in cash if requested.
Pedagog reserves the rights to cancel, vary, suspend or postpone the competition as well as any gifts and/or prizes. In the event of such sort, you agree to give up any rights and expectations that you may have in terms of the competition.
If you fail to comply with the Pedagog competitions Terms of Service then Pedagog may disqualify you from the competition and if you already won, you will bereave the prize. Pedagog also reserves the right to hold you accountable for any loss or damage made to Pedagog as a result of your non-compliance, including all its legal costs which may be incurred in taking any steps in accordance with your non-compliance.
6. AFFILIATE TRACKING COOKIES
We track affiliate sales automatically by using cookies. The cookies are automatically placed in the browser of a user who clicks on the affiliate link in order to reach our website. Every cookie is stored for 60 days. If a previous affiliate’s cookie is already placed in the same user’s browser it will be overwritten with the new cookie. If cookies are deleted intentionally by the user, ("Pedagog") does not hold responsibility for this action.
7. AFFILIATE COMMISSIONS
("Pedagog") pays you a per-sale commission for every valid sale that you refer to our website. The sale is valid only if ALL of the following conditions are true:
The sale was made due to your referral efforts and all of the following statements are true:
At the time the order was made, the referred client had an active cookie which indicated you as the last affiliate who has referred the client to our website and the client hasn’t reached ("Pedagog") website through a search engine with a string that does not contain ("Pedagog") name.
Your referred customer made a purchase no later than 60 days from the original order date and the client does not object and we do not have any information about any other channel’s attribution to the sale.
At the time of the sale, your Affiliate account was active. No commissions will be paid for sales that were made before you’ve registered for our Affiliate program.
Your referred client has not bought our product before and has not signed up for an affiliate account with us before.
The order process was completed by the customer himself without your additional help.
The sale made is for any of our online courses. Sales that were made for additional account features or other services do not qualify for commissions.
If the sale is for ("Pedagog") online courses, you will receive 50% (fifty percent) commission. Any applicable taxes, fees, additional services are excluded. We reserve a right to change the commission amount at any time.
The sales made of online courses accounts that are suspended by ("Pedagog") or canceled by the client for any reason do not qualify for an affiliate commission.
The sales made of online courses accounts that are created or canceled by you do not qualify for an affiliate commission.
The initial order renewal payments and any related/additional service payments of the referred customer are fully processed and are not subject to refund or chargeback.
Without providing any explanation or justification, ("Pedagog") remains the right to mark any referral payment as invalid at our own discretion.
8. COMMISSION PAYMENTS
Any commissions generated will take on a "pending" status until they are reviewd and approved or not approved in the period of at least 35 days from the day that the sale was made. ("Pedagog") remains the right to extend the holding period without prior notice for as long as it is reasonably necessary in order to validate a sale or as described in Terms and Conditions of this Agreement.
We process commision in the period of at least 35 days in the first few weeks of the month and in the minimal value of $75 after the affiliate requests for a withdrawal via affiliate platform. Affiliate commissions are paid out via Paypal, Pedagog token (this “BDG”), Ethereum, Bitcoin or Currency (including crypto), in which payments were received, and you are solely responsible for any transaction fees that may apply, unless you have a custom Affiliate Agreement with ("Pedagog") in writing.
You are fully responsible of keeping ALL your account details and personal information, such as name, email address, payment information, etc., up to date. If your personal/account details are not up to date we will suspend any commission payouts until we’re provided with accurate information. Suspended commissions payouts can be claimed in a period of six months from the original date they we’re supposed to be claimed.
Your commissions may be suspended at any time and for any period if any fraudulent or improper activity of any kind is suspected or a potential violation of this Agreement by your referred clients or you is suspected.
For any sales that are questionable, fraudulent or canceled, ("Pedagog") reserves the right to deduct from your future and current commissions paid out. In case no future or current commissions are due, ("Pedagog") will send you a bill for the balance of the refunded purchase upon the termination of the program or termination of the referred client account.
You are obligated to pay taxes on income according to the tax laws applicable to you.
You must present full and proper tax documentation to ("Pedagog"). In case You will not present full and proper tax documentation, ("Pedagog") may withhold the payment of your fee.
The distribution of a Course on the Platform is not subject to value added tax (VAT). If the You issue a VAT invoice to the Pedagog, the VAT shall be deducted from the your fee. You shall indemnify and hold harmless the Pedagog against all claims by any tax authority for underpaid VAT and any related penalties and/or interest.
9. RELATIONSHIP OF THE PARTIES
Both the Affiliate and ("Pedagog") agree that they are entering into this Affiliate Agreement as independent contractors and this agreement creates no partnership, agency franchise, joint venture, sales representative or employment relationship between them. You have no authority to accept or make any representations or offers on the behalf of ("Pedagog"). You cannot make any statements on your website or otherwise that would contradict anything in this section.
10. ACCOUNT TERMINATION
At any time you can cancel and terminate your affiliate account by contacting us via the contact form or email info@Pedagog.ac. ("Pedagog") will send you a confirmation that your account has been terminated, as requested.
"Pedagog") can terminate an affiliate account:
With a seven-day prior notice without providing any explanation.
Immediately without any prior notice, if your affiliate account or you violate the Affiliate Program Terms and Conditions.
After an affiliate account is terminated, the sales associated with the affiliate will no longer be tracked by us and you will no longer qualify for any future commissions. If any commissions are due at the time of termination, they will be paid to the Affiliate after any applicable holding period with the regular payout cycle. No outstanding commission payments will be due if your account is terminated due to the violation of these Terms and Conditions and an administrative fee of 125 USD will be due by the Affiliate.
Once the Affiliate account is terminated, the Affiliate is obliged to remove any and all promotional materials, links, logos, trademarks, and slogans of ("Pedagog") from his website within the period of 3 business days. This provision survives the termination of the Affiliate Agreement. Upon the termination of this Affiliate Agreement, the Affiliate no longer has the right to use any of ("Pedagog") trademark(s), logo(s), and slogan(s) and will refrain from any actions that may affect the reputation, the image and any business relations with current and potential clients of ("Pedagog"), directly or indirectly.
Once the Affiliate account is terminated, this Affiliate Agreement is terminated automatically.
11. LIMITATIONS OF LIABILITY
YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, HOLD US OR OUR LICENSORS, AGENTS, EMPLOYEES, OFFICERS AND/OR THIRD PARTY VENDORS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY YOU OR ANY OTHER THIRD PARTY. YOU AGREE THAT THE FOREGOING LIMITATIONS APPLY WHETHER IN AN ACTION IN CONTRACT OR TORT OR ANY OTHER LEGAL THEORY AND APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WE BE LIABLE TO YOU IN THE AGGREGATE WITH RESPECT TO ANY AND ALL BREACHES, DEFAULTS, OR CLAIMS OF LIABILITY UNDER THIS AGREEMENT OR UNDER ANY OTHER DOCUMENT FOR AN AMOUNT GREATER THAN THE FEES ACTUALLY PAID BY YOU TO US DURING THE ONE MONTH PERIOD PRECEDING A CLAIM GIVING RISE TO SUCH LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. YOU AGREE THAT IN THOSE JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
This provision survives the termination of the Affiliate Agreement.
12. GOVERNING LAW
Any controversy, claim or dispute arising under this Affiliate Agreement will be resolved according to the jurisdiction and legislation of French Republic.
13. DATA PROTECTION
You (the affiliate) warrants, covenants and represents to Pedagog that You will consent to the laws of privacy and data protection, as well as the rules and regulations consent to the use of the Services. You must set up and maintain physical, procedural and electronic safeguards, including codes, intrusion detection systems, keycards, user names, encryption software and passwords, to prohibit copying, modification, unauthorized access, transference, destruction, loss or any kind of deformation of personal identifying information, including a name of a person, telephone number, address, age, social security number, email address, credit or debit card number, IP address and any other personal identificational information. Where it is obligated by the law which requires concurrence for Pedagog served cookies, You guarantee that you will derive the former, given freely, informed and specific agreement of Visitors to any served cookies by Pedagog on the Visitor as a result of a click made.
14. CHANGES TO THE AFFILIATE PROGRAM TERMS
We remain the right to change any policies or terms of this Affiliate Agreement. The amendments and/or supplements of the Agreement are effective immediately upon being posted to ("Pedagog") website. The current Terms and Conditions of the Affiliate Agreement are always available publically on ("Pedagog")’s website. If by any means you do not agree with the amendments and/or supplements of the Affiliate agreement, you can cancel your account within 30 calendar days, counting from the date of the amendments and/or supplements. Only an official ("Pedagog") officer has the right to make any amendments and/or supplements to this Affiliate Agreement. No agent of, or person employed by or under contract with, ("Pedagog") has any authority to alter or vary this Affiliate Terms and Conditions Agreement in any way. No oral explanation or oral information given by any party shall alter the interpretation of this Affiliate Agreement.