Unstoppable Wisdom Academy Agreement
Effective Date: March 1st, 2023 Primary
This Affiliate Agreement (hereinafter called the “Unstoppable Wisdom Academy Agreement”) is provided by the following organization, hereinafter referred to as “Company”: Unstoppable Wisdom Academy Agreement. Our primary website is located at the address listed above. The Agreement is a legal document between you and the Company that describes the affiliate relationship we are entering into. This Agreement covers your responsibilities as an affiliate and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well as have a lawyer’s assistance if you desire, because each of the terms ofthis Agreement are important to our working relationship.
The parties referred to in this Agreement shall be defined as follows:
a) Company, Us, We: As we describe above, the organisation “Unstoppable Wisdom Academy Partner Agreement” will be referred to as the Company. Us, we, our, ours and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.
b) You, the Affiliate: The business, individual, or entity applying to or participating in the Affiliate Program, or that displays the Company’s products and Services and/or promotions on its website, or other means, using a specified link. You’ll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
c) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as “Parties” +or individually as “Party.”
d) Affiliate Program: The program we’ve set up for our affiliates as described in this Agreement.
e) Affiliate Application: The fully completed form which must be provided to us for consideration of your inclusion in the Affiliate Program.
f) Website: The primary website we’ve noted above will be referred to as Website.
g) Affiliate Site : The Affiliate’s website which displays the Company’s Products and Services and/or promotions.
h) Qualified Purchase” – A sale of Company Products and Services by the Company, to a Referred Customer
2) ASSENT & ACCEPTANCE
TBy submitting an application to our Affiliate Program, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please leave the website immediately and do not submit an application to our
Affiliate Program. This Agreement specifically incorporates by reference any Terms of Conditions, Privacy Policies, End-User License Agreements, or other legal documents which we may have on our website.
This Agreement does not create an exclusive relationship between you and us. You are free to work with similar affiliate program providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose.
Protection Of Information Shared
After your acceptance in the Affiliate Program, you must ensure your account is set up thoroughly, including specific payout information and location (such as a bank or online account which we may use to post payment).
Please be advised the below is a general description of the Affiliate Program. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement.
We will provide you with a specific link or links which correspond to certain products we are offering for sale (collectively, the “Link”). The Link will be keyed to your identity and will send online users to the Company’s website or websites. You hereby agree to fully cooperate with us regarding the Link and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Link at all times. We may modify the specific link or links and will notify you if we do so. You agree to only use links which are prior approved by us and to display the Link prominently on your website or social media page, as described in your Affiliate Application (collectively, the “Affiliate Site”). Each time a user clicks through the Link posted on the Affiliate Site and completes the sale of the product or service and we determine it is a Qualified Purchase, as described below, you will be eligible to receive the following percentage of the sale after removing tax component : 15% to 25% based on different program
5) SPECIFIC TERMS APPLICABLE
We will determine whether payout is permissible in our sole and exclusive discretion. We reserve the right to reject clicks and/or sales that do not comply with the terms of this Agreement.
Processing and fulfillment of orders will be our responsibility. We will also provide real- time data regarding your account with us through the portal on which you log into the website.
As described above, in order to be eligible for payout, user purchases must be “Qualified Purchases.” Qualified Purchases:
a) Shall not be referred by any other partner or affiliate links of the Company (in other words, Qualified Purchases are only available through your specific Affiliate Link;
b) May not be purchased by an already-existing partner or affiliate of the Company;
c) May not be purchased prior to the Affiliate joining the Affiliate Program;
d) May only be purchased through a properly-tracking Affiliate Link;
e) May not be purchased by a customer in violation of any of our legal terms or Acceptable Use Policy;
f) May not be fraudulent in any way, in the Company’s sole and exclusive discretion;
g) May not have been induced by the Affiliate offering the customer any coupons or discounts;
6) PAYOUT INFORMATION
Payouts will only be available when the Company has your current address information as well as accounting and tax documentation. You will be asked to submit a Payout details form.
Accounting information may include the routing and account number of a bank where you wish to post a direct deposit or may include an email address for an online method of payment.
Currently, the Company employs the following methods of payout: Bank account deposit Commission structure for sales of different courses is different and depends on your level of enrollment into our program. Details of which will be furnished on our website and you hereby agree to adhere to its acceptance. For more details on it watch Freedom partner academy module shared under your school login
For any disputes as to payout, the Company must be notified within thirty days of your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.
You may log into your account with us to review reports related to your affiliation, such as payout reports and Qualified Click and/or Purchase information. Please be advised however, that not all listed qualifying clicks and/or purchases have been fully reviewed for accuracy in the reports viewable by you in real-time and therefore may be subject to change prior to payout.
8) TERM, TERMINATION & SUSPENSION
The term of this Agreement will begin when we accept you into the Affiliate Program. It can be terminated by either Party at any time with or without cause.
You may only earn payouts as long as you are an Affiliate in good standing during the term. If you terminate this Agreement with us, you will qualify to receive payouts earned prior to the dateof termination.
If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights, including the right to any unclaimed payout.
We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.
At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
9) INTELLECTUAL PROPERTY
You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company (“Company IP”).
Subject to the limitations listed below, we hereby grant you a non-exclusive, non- transferable, revocable license to access our websites in conjunction with the Affiliate Program and use the Company IP solely and exclusively in conjunction with identifying our company and brand on the Affiliate Site to send customers to the Affiliate links we provide. You may not modify the Company IP in any way and you are only permitted to use the Company IP if you are an Affiliate in good standing with us. We may revoke this license at any time and if we find that you are using the Company IP in any manner not contemplated by this Agreement, we reserve the right to terminate this Agreement.
Other than as provided herein, you are not permitted to use any of the Company IP or any confusingly similar variation of the Company IP without our express prior written permission. This includes a restriction on using the Company IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumerconfusion.
Please be advised that your unauthorized use of any Company IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary damages or legal fees andcosts.
You hereby provide us a non-exclusive license to use your name, trademarks and servicemarks if applicable and other business intellectual property to advertise our Affiliate Program.
10) MODIFICATION & VARIATION
The Company may, from time to time and at any time, modify this Agreement. You agree that the
Company has the right to modify this Agreement or revise anything contained herein. You further
agree that all modifications to this Agreement are in full force and effect immediately upon posting
on the Website and that modifications or variations will replace any prior version ofthis Agreement,
unless prior versions are specifically referred to or incorporated into the latest modification or
variation of this Agreement. If we update or replace the terms of this Agreement, we will let you
know via electronic means, which may include an email. If you don’t agree to the update or
replacement, you can choose to terminate this Agreement as described below.
a) To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of
law, you agree that the prior, effective version of this Agreement shall be considered enforceable
and valid to the fullest extent.
b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top
of this Agreement to note modifications or variations. You further agree to clear your cache when
doing so to avoid accessing a prior version of this Agreement.
11) RELATIONSHIP OF THE PARTIES
Nothing contained within this Agreement shall be construed to form any partnership, joint venture,
agency, franchise, or employment relationship. You are an independent contractor of the
Company and will remain so at all times.
12) ACCEPTABLE USE
You agree not to use the Affiliate Program or our Company for any unlawful purpose or any
purpose prohibited under this clause. You agree not to use the Affiliate Program in any way that
could damage our websites, products, services, or the general business of the Company.
a) You further agree not to use the Affiliate Program:
I) To harass, abuse, or threaten others or otherwise violate any person’s legal rights;
II) To violate any intellectual property rights of the Company or any third party;
III) To upload or otherwise disseminate any computer viruses or other software that may
damage the property of another;
IV) To perpetrate any fraud;
V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
VI) To publish or distribute any obscene or defamatory material;
VII) To publish or distribute any material that incites violence, hate, or discrimination towards any
VIII) To unlawfully gather information about others.
13) AFFILIATE OBLIGATIONS & COMPLIANCE
Obligations Regarding Your Affiliate Site
1. You are solely responsible for the development, operation, and maintenance of your
Affiliate Site and for all materials that appear on your Affiliate Site. Such responsibilities include,
but are not limited to, the technical operation of your Affiliate Site and all related equipment;
creating and posting product reviews, descriptions, and references on your Affiliate Site and
linking those descriptions to our website; the accuracy of materials posted on your Affiliate Site
(including, but not limited to, all materials related to Company Products and Services); ensuring
that materials posted on your Affiliate Site do not violate or infringe upon the rights of any third
party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such
2. We have the right in our sole discretion to monitor signups through your Affiliate Site from
time to time to determine if you are in compliance with the terms of this Agreement. If you are not
in compliance we may terminate your participation in the Affiliate Program effective immediately
a) It is solely your responsibility to provide the Company with accurate tax and payment
information that is necessary to issue a Commission to you. If we do not receive the necessary
tax or payment information within Thirty (30) days of a Qualified Purchase which would otherwise
trigger Commission Fees, the applicable commissions shall not accrue and no Commission Fees
will be owed with respect to such Qualified Purchase.
b) Each Affiliate is required to submit their Permanent Account Number(PAN) , Address,
Goods and Service Tax Number(“GSTN”) registration certificate(if-present) before any
Commission Fees shall accrue.
c) You are responsible for the payment of all taxes related to the commissions you receive
under this Agreement. In compliance with Indian tax laws, we will issue a tax deduction certificate
in Form 16A to Affiliates whose earnings meet or exceed the applicable threshold andif it requires
deduction of tax at source.
d) Any change in information must be intimated at least fifteen (15) business days prior to
the end of the calendar month in order for Commission for that month to be processed.
e) Affiliates with “GSTN” shall issue a tax invoice which is in compliance with Section 31 of
the CGST Act, 2017 within 30 from the date of accrual of Commission.
14) REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from
or on any of our websites or services;
b) Violate the security of any of our websites or services through any unauthorized access,
circumvention of encryption or other security tools, data mining or interference to any host, user
15) DATA LOSS
The Company does not accept responsibility for the security of your account or content. You agree
that your participation in the Affiliate Program is at your own risk.
You agree to defend and indemnify the Company and any of its agents (if applicable) and hold us
harmless against any and all legal claims and demands, including reasonable attorney’s fees,
which may arise from or relate to your use or misuse of the Affiliate Program, your breach of this
Agreement, or your conduct or actions. You agree that the Company shall be able to select its
own legal counsel and may participate in its own defense, if the Company wishes.
17) SPAM POLICY
You are strictly prohibited from using the Affiliate Program for illegal spam activities, including
gathering email addresses and personal information from others or sending any mass commercial
18) ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to the
Affiliate Program. This Agreement supersedes and replaces all prior or contemporaneous
agreements or understandings, written or oral.
19) SERVICE INTERRUPTIONS
The Company may need to interrupt your access to the Affiliate Program to perform maintenance
or emergency services on a scheduled or unscheduled basis. You agree that your access may
be affected by unanticipated or unscheduled downtime, for any reason, but that the Company
shall have no liability for any damage or loss caused as a result of such downtime.
20) NO WARRANTIES
You agree that your use of the Affiliate Program is at your sole and exclusive risk and that any
services provided by us are on an “As Is” basis. The Company hereby expressly disclaims any
and all express or implied warranties of any kind, including, but not limited to the implied warranty
of fitness for a particular purpose and the implied warranty of merchantability. The Company
makes no warranties that the Affiliate Program will meet your needs or that it will be uninterrupted,
error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of
any information. You agree that any damage that may occur to you, through yourcomputer
system, or as a result of loss of your data from your use of the Affiliate Program is your sole
responsibility and that the Company is not liable for any such damage or loss.
21) LIMITATION ON LIABILITY
We will not be liable for any indirect, special, incidental, or consequential damages, or any loss of
revenue, profits, or data, arising in connection with this agreement or the affiliate program, even
if we have been advised of the possibility of such damages. Further, our aggregate liabilityarising
with respect to this agreement and the affiliate program will not exceed the total commissions
paid or payable to you under this agreement during the one (1) month period immediately
preceding the event giving rise to such liability. This section applies to any and all claims by you,
including, but not limited to, lost profits or revenues, consequential or punitive damages,
negligence, strict liability, fraud, or torts of any kind.
22) GENERAL PROVISIONS:
A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be
in the English language.
B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Affiliate
Program, you agree that Tamil Nadu shall govern any matter or dispute relating to or arising out
of this Agreement, as well as any dispute of any kind that may arise between you and the
Company, with the exception of its conflict of law provisions. In case any litigation specifically
permitted under this Agreement is initiated, the Parties agree to submit to the personal
jurisdiction of the state and federal courts of the following county: India, Maharashtra. The Parties
agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather
mandatory in nature. You hereby waive the right to any objection of venue, including assertion of
the doctrine of forum non conveniens or similar doctrine.
C) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this
Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If
these personal resolution attempts fail, the Parties shall then submit the dispute to binding
arbitration. The arbitration shall be conducted in the following county: India. The arbitration shall
be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties,
vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator
shall be bound by applicable and governing Federal law as well as the law of Maharashtra. Each
Party shall pay their own costs and fees. Claims necessitating arbitration under this section
include, but are not limited to: contract claims, tort claims, claims based on Federal and state law,
and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims
by the Company will not be subject to arbitration and may, as an exception to this subpart, be
litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may
have to a jury trial in regard to arbitral claims.
D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold,
leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights
granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights
and liabilities of the Company will bind and inure to any assignees, administrators, successors,
E) SEVERABILITY: If any part or subpart of this Agreement is held invalid or unenforceable by a
court of law or competent arbitrator, the remaining parts and subparts will be enforced to the
maximum extent possible. In such condition, the remainder of this Agreement shall continue in
F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not
constitute a waiver of any future enforcement of that provision or of any other provision. Waiver
of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.
G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this
Agreement are for convenience and organization, only. Headings shall not affect the meaning of
any provisions of this Agreement.
H) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond
its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of
military authorities, riots, embargoes, acts of nature and natural disasters, and other actswhich
may be due to unforeseen circumstances.
I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to
both Parties under this Agreement, including email or fax. For any questions or concerns, please
email us at the following address firstname.lastname@example.org
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