HIGHER LEARNING MARKETER'S AFFILIATE AGREEMENT
I, the Contractor as described herein, desires to operate a referral service
whereby I will enlist individuals, which will subscribe to the Company´s
Website. In consideration of the mutual obligations contained herein, I hereby
agree as follows:
ARTICLE I - CONTRACTOR'S RESPONSIBILITIES
Contractor shall be solely and exclusively responsible for any and all expenses
incurred in conjunction with his or her referrals. This includes, without
Advertising, Marketing and Promotional
Costs Personnel as he or she deems
Any and all expenses attributable to
the clerical operation of their respective referral service such as, but not
limited to, rents, taxes, telephone bills, copies, faxes, postage, stationary,
forms, fliers, etc.
Conducting such referral business
utilizing the "HigherLearningApp" and
"HigherLearningMarketers" Name and Mark in such format and manner as
may be authorized in writing by the Company.
The Contractor understands that the
"HigherLearningApp" and "HigherLearningMarketers" name
and logo are valuable and agrees to use them only in ways authorized and
satisfactory to the Company.
Under no circumstances shall the Contractor obligate the Company for any liabilities whatsoever.
ARTICLE II - GROSS PAYOUT TO THE CONTRACTOR
- The Contractor will receive be default the sum of Twnety Dollars (U.S. $20.00) per
accepted lead that fits the criteria of the school. The college has the
right to return any lead that didnt subscribe or is a duplicate or is a fraud or
has invalid contact information. Returns are done by the 15-20th day after
each calandar month is finished.
- Any Sums payable hereunder shall be due and payable to Contractor within Thirty (30-40)
Business Days of the clearance the Subscription Fees tendered by the customer
referred by the Contractor. In addition, the tender of any and all funds
contemplated in this Agreement from the Company to the Contractor is contingent
upon the Contractor's performance as represented herein. Any breach by the
Contractor shall thus serve to terminate this Agreement as well as claim to
compensation (residual or otherwise) hereunder. In addition, any and all
Referred Subscribers must utilize the particular Contractor's Promo Code upon
subscriber as a condition precedent to qualification for payment to the
ARTICLE III - OBLIGATIONS OF THE COMPANY
- The Company
will pay the Contractor all sums due and payable in the manner referenced
- The Company shall maintain books and records of all sums collected hereunder from the
Contractor's referral customers. These records shall be contemporaneously
updated on no less than a Monthly Basis by the Company. The Contractor shall
have the right to inspect such records at its own cost upon Five (10) Day
written Notice to the Company.
- It is understood that nothing in this Agreement creates or constitutes any
partnership, joint venture, agency, franchise, sales representative, employment
relationship, et al. between the Parties. The Company will thus provide the
Contractor with a 1099 Income Statement at Year-End reflective of their role as
- No express or implied warranties or representations with respect to the Site by the Company
are contained herein. In addition, no representation with regard to the
uninterrupted or error-free operation of the Site is express or implied. The
Company is not liable for the consequences of any interruptions or errors in
ARTICLE IV - MUTUAL REPRESENTATIONS AND
- Both Company and Contractor shall conduct any and all of their activities in
conjunction with any and all applicable Federal, State and Local Laws, Rules and
Regulations. Each Party agrees to indemnify and hold harmless the other Party
from any claim, suit, proceeding, charge, et al. as a result of the other
Party's violation thereof.
- Any actions contrary to such laws, rules and/or regulations shall be construed as a material
breach of this Agreement and allow the effected Party to pursue any and all
available remedies at law and in equity.
- Neither party, nor any of his or her employees or agents, will be held out as being
authorized to make any contracts, agreements or to represent the other Party
except if upon prior written authorization.
- Each Party agrees to be solely responsible for any errors incurred by their respective
representatives or employees and will indemnify and hold harmless the other
Party from any claim and/or damages as a result of the other Party's action
ARTICLE V - TERMINATION
Contractor recognizes and acknowledges that in the course of Contractor's duties
and communications with the Company, the Contractor will receive confidential
and/or proprietary information owned by the Company and/or other Third Party's
with whom the Company has an obligation of confidentiality. Therefore, during
and after the term of this Agreement, the Contractor agrees to keep confidential
and not disclose or use, except in connection with the fulfillment of
Contractor's duties to the Company hereunder, all confidential and/or
proprietary information owned by, received by, or on behalf of the Company,
unless such information is required to be disclosed by legal, administrative or
judicial process. The Parties expressly agree that "Confidential and/or
Proprietary Information" shall include, without limitation, the Customer
Lists generated in furtherance of the Contractor's tender of referrals to the
Company as well as any and all information relating to customers, customer
development programming, costs, marketing, promotion, sales activity, financing
methods, plans, blind alleys and/or the business affairs of the Company
generally or of any subsidiary thereof.
- It is acknowledged that a breach of either of these provisions herein (A) or (B) by
the Contractor shall cause irreparable harm to the Company which may not be
fully redressed by payment of damages to it. Accordingly, the Company shall be
entitled, in addition to any other right or remedy they may have at law or in
equity, to seek an Injunction (without posting any bond or other security)
enjoining or restraining any such violation of the provisions hereunder.
- The Company shall have the discretion to terminate this Agreement at any time in its sole
ARTICLE VI - MISCELLANEOUS PROVISIONS
- This Agreement may not be assigned, encumbered or otherwise transferred in whole or
in part by the Contractor except upon the Company's prior written consent.
- This Agreement contains the entire agreement of the Parties herein
- This Agreement may only be changed or modified by a writing signed by both Parties.
- This Agreement shall be governed in all respects by the laws of the State of New
York. Any controversy or claim arising out of, or relating to, this Agreement or
the breach hereof shall be settled by the Federal or State Courts of the State
of New York, County of Kings.
- The covenants and agreements hereunder shall inure to the benefit of the Parties
- If any provision of this Agreement is found void or illegal, the remainder of this
Agreement shall remain in full force and effect.
- Failure of the undersigned Company to enforce a breach of the terms of this Agreement shall
not be deemed a waiver of any provisions of the Agreement.
- Whenever consent is required by either Party under this Agreement, such consent or a
rejection shall be given within Fifteen (15) Business Days of receipt of such
request. If such consent or rejection is not given, consent will be deemed
- Notices under this Agreement will be considered made if mail is sent Certified,
Registered or Overnight Courier to the following addresses:
HigherLearningMarketers.com 105-10 62nd Road,
Forest Hills, NY 11375
Last Updated 9/01/2016
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