Affiliate Program Terms & Conditions
(1) These Terms & Conditions apply to participants in the Strather Academy Partners Affiliate Program (the "Program").
(2) In these Terms & Conditions, "Company", "we", "us", and "our" means "Strather Academy", the brand owned and operated by Strather Affiliated Companies, a company registered in United States of America.
(3) In these Terms & Conditions, "Affiliate", "you" and "your" means the individual or organization that is applying to become a participant in the Program and who will accept these Terms & Conditions upon joining the same.
(4) By accepting these Terms & Conditions you agree to be bound by them and shall enter into a binding agreement with us (the "Agreement").
The Partner Affiliate
1. Definitions and Interpretation
- 1.1 In these Terms & Conditions the following terms shall have the following meanings:
2. Enrolment in the Program
· 2.1 By enrolling in the Program you agree that, at the time of registration, you will provide accurate and complete Registration Data and that you shall inform us of any changes in your Registration Data.
· 2.2 Upon your acceptance of these Terms & Conditions, subject to our approval and sub-clause 2.4 below, the agreement is deemed to be in effect. You will not be sent a signed Affiliate Agreement in hard copy.
· 2.3 We may, at our sole discretion, review your website following your acceptance of these Terms & Conditions. You will be informed within 5 Business Days of the outcome of your application. Following your acceptance of these Terms & Conditions, you will receive further instructions and guidance to allow you to commence marketing our goods.
· 2.4 We may, in our sole discretion, choose to reject any application for any reason (and are under no obligation to disclose such reasons). Reasons for which an Application may be rejected include, but are not limited to, content on your website that:
o 2.4.1 is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
o 2.4.2 facilitates or promotes violence, terrorism, or any other criminal activity;
o 2.4.3 is sexually explicit; or
o 2.4.4 infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
3. Company Terms & Conditions
· 3.1 Nothing in these Terms & Conditions shall constitute or be deemed to create a partnership between the Parties; nor, except as expressly provided, shall it designate, or be deemed to designate, any Party the agent of any other Party for any purpose.
· 3.2 Subject to any express provisions to the contrary in these Terms & Conditions, you shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on our behalf or bind us in any way.
· 3.3 This Agreement contains the complete terms and conditions which the “Affiliate” agrees to be bound by as a participant in the Strather Academy affiliate program called “The Partners Affiliate Program” and which shall apply once this agreement has been executed.
· 3.4“The Partner Affiliate Program” and which shall apply once this agreement has been executed. 1. Affiliates will place a specialized link on their website leading to Strather.Online.
· 3.4 Affiliate will earn commission on enrollments completed through the specialized link
· Strather Academy will pay affiliates once-a-month for the previous month’s sales.
4. Offers and Agreements
· 4.1Strather Academy hereby grants to the Affiliate the non-exclusive and revocable right to market and advertise its “products” and to establish links to the Strather.Online Web site, the whole in accordance with this Agreement. Except as expressly set forth in this agreement or permitted by applicable law, “Affiliate” may not copy, distribute, modify, reverse engineer, or create derivative works from the same. “Affiliate” may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.
· 4.2 The “Affiliate” shall market and advertise the “products” through the Internet and shall develop, operate, and maintain links from its site to the Strather Academy sites at its sole cost and expense.
· 4.3 “Affiliate” jointly and severally hereby agree to indemnify, defend, and hold harmless Strather Academy and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any Offer, Agreement, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto. Affiliates will have personalized access to Strather.Online to track sales and review Offers.
5. Limitation of Liability
· 5.1 “Affiliate” jointly and severally hereby agree to indemnify, defend, and hold harmless Strather Academy.
· 5.2 NEITHER PARTY WILL HAVE ANY LIABILITY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES, WHETHER OR NOT ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT WILL THE LIABILITY OF EITHER PARTY FOR MONETARY DAMAGES EXCEED THE AMOUNT OF THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT FOR THE TWO MONTHS PRIOR TO THE CONDUCT GIVING RISE TO SUCH CLAIM.
6. Affiliate's Responsibilities
· 6.1 The parties are independent contractors, and neither party is an employee, agent, partner or joint venture of the other. Without limiting the foregoing, neither party is authorized to act on behalf of the other, and neither party shall have the right to bind the other to any agreement with a third party or to incur any obligation or liability on behalf of the other party. 10.2. This agreement will be construed in accordance with the laws of the State of Michigan.
· 6.2 This Agreement may be executed (including by facsimile transmission) in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.
· 6.3 This agreement contains the entire understanding of the parties with respect to the transactions and matters referred to, supersedes all previous communications, understandings and agreements (whether oral or written), cannot be amended except by a writing signed by both parties.
· 6.4 If any clause, sentence, or other provision of this Agreement is held to be illegal, invalid or unenforceable, the remaining clause, sentence, or other provisions shall remain in full force and effect.
· 6.5 This Agreement and the rights granted herein, may not be transferred, or assigned by either party without the other party’s prior written consent. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind.
· 6.5 Any notice or communication permitted or required hereunder shall be in writing and shall be delivered in person or by courier, sent by facsimile, electronic mail (email) or mailed by certified or registered mail, postage prepaid, return receipt requested, and addressed as set forth above or to such other address as shall be notified to the other party from time to time. If notice is given in person, by courier, facsimile or email, it shall be effective upon receipt; and if notice is given by mail, it shall be effective five (7) business days after deposit in the mail.
· 6.6 Each party will and will require its personnel and its representatives to keep confidential and refrain from using in any manner adverse to the disclosing party confidential or proprietary materials or information submitted to it by the other in connection with the performance of this agreement. The foregoing does not apply to information (i) publicly announced or known, (ii) received from a third party without violation of an obligation of confidentiality, (iii) generated independently without reference to information received under this agreement, or (iv) required to be disclosed by law.
7. Commission, Fees & Obligations Commission
· 7.1 Strather Academy will pay commissions on any qualified sale referrals via the provided affiliate link.
o 10% Commission based on after discount revenue on all products •
o Commission Fees earned prior to the date of termination will be eligible for commissions only if the orders for the related Strather Academy Products and Services are not cancelled within (30) days and comply with all the terms of this Agreement. We may withhold your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by Strather Academy in its sole discretion.