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

• The Contractor shall be solely and exclusively responsible for any and all expenses incurred in conjunction with his or her referrals. This includes, without limitation:
  • i)

    Advertising, Marketing and Promotional Costs Personnel as he or she deems appropriate

  • ii)

    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.

  • iii)

    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.

  • iv)

    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.

  • v)

    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 Contractor.

ARTICLE III - OBLIGATIONS OF THE COMPANY

• The Company will pay the Contractor all sums due and payable in the manner referenced herein.
• 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 independent contractor.
• 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 Site service.

ARTICLE IV - MUTUAL REPRESENTATIONS AND WARRANTIES

• 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 and/or omissions.

ARTICLE V - TERMINATION

• The 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 discretion.

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 respective heirs.
• 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 granted.
• Notices under this Agreement will be considered made if mail is sent Certified, Registered or Overnight Courier to the following addresses:

If to company:

HigherLearningMarketers.com 105-10 62nd Road, Suite 1D
Forest Hills, NY 11375
Last Updated 9/01/2016
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