Affiliate Agreement
The following are the terms and conditions of participating in the Virtual Learning Center Affiliate Program. "Affiliate" refers to yourself, and "VLC" refers to us, Virtual Learning Center, Inc., a corporation incorporated under the laws of the State of Florida, United States of America.
VLC reserves the right to amend this agreement as needed from time to time, and Affiliate agrees that any such amendment will apply to Affiliate. The continuation of Affiliate status or Affiliate's acceptance of income or bonuses shall constitute Affiliate's acceptance of any and all amendments.
- Affiliate agrees that a VLC Affiliate is an independent contractor, and not an employee, agent, partner, legal representative, or franchisee of VLC. Affiliate further agrees not to incur any debt, expense, obligation on behalf of, for, or in the name of VLC.
- Affiliate must be of the age of majority in his/her state or country.
- All Affiliate applications are subject to approval by VLC.
- Affiliate agrees to receive VLC email, including but not restricted to sales reports, training, newsletters, plus messages from Affiliate's Referrer (the person who directly referred you to VLC or whose advertising generated your registration).
- Contact information (email address, phone number, address, etc.) will be provided to your Referrer. Contact information is not disclosed to any other party.
- A maximum of two affiliates within the same household are allowed. However, you may apply to be granted an exception for additional children or other relative(s).
- Affiliate agrees to present the VLC Commission Plan and VLC products and services as set forth at the official VLC website. Affiliate will make no claims regarding potential income, earnings, products or services beyond what is stated at the official VLC website. Affiliate further agrees not to reproduce commission checks or distribute commission checks in any form or by any means.
- Affiliate agrees not to disparage VLC, other VLC Affiliates, VLC products, the VLC compensation plan, VLC employees or VLC Independent Contractors. Affiliate understands that disparagement may result in the immediate suspension or termination of Affiliate account with a cancellation of any pending commissions.
- Affiliate agrees that registering new affiliates through automated machine entry, or manual entry without their approval or with the primary intent to gain commission status, is strictly forbidden and is grounds for suspension or termination of your account.
- Affiliate agrees to not utilize SPAM in promoting VLC. This action may result in the immediate suspension or termination of Affiliate account with a cancellation of any pending commissions. Affiliate will also be in violation of the VLC Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by VLC. Any service interruptions to VLC as a result of Affiliates spamming will result in severe legal action.
For the purpose of this agreement SPAM is defined as emailing ANYONE, in bulk or by single mailing, about VLC, who has not specifically requested the information directly from Affiliate. The ONLY exceptions to this are: A. Mailing to APPROPRIATE OPT-IN mailing lists where the source does the mailing on Affiliate's behalf AND you do not advertise a VLC-provided Gateway URL. However, use extreme caution when choosing an opt-in mailing list company! Using anything but the most reputable sources could generate spam complaints against Affiliate resulting in suspension or termination.
VLC also considers ANY type of advertisement about VLC posted to a Newsgroup or Chat Room to be spam.
- Affiliate agrees to provide VLC with a valid email address upon registration. Affiliate understands that the use of an Auto-Responder email address is prohibited.
- Although the VLC Affiliate Program is not limited to the United States of America, all payments will be made in U.S. dollars. Affiliate commissions shall normally be paid by company check and sent out monthly on or about the 15th for the previous month's sales. To cover VLC processing costs of Affiliate commission check, VLC will deduct one dollar. If a sale is canceled or refunded, the related commission will be deducted from a subsequent payment. The minimum commission check that will be sent out is $25.00 (after processing fee).
- Affiliate may not use their knowledge of, or association with other Affiliates other than those personally referred to further any business undertaking other than VLC.
- Affiliate will be issued an "Affiliate Link," a unique URL which allows VLC to identify visitors from Affiliate site as originating from Affiliate. These visitors are tracked with this unique URL and sales are recorded with the appropriate Affiliate ID. To receive commissions, Affiliate must use the provided Affiliate Link. The URL may be in various forms such as a banner, image, or text link.
- Affiliate is solely responsible for insuring that their Affiliate Link is set up properly to qualify for commissions.
- VLC is not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily disrupt or diminish service.
- VLC will make every reasonable effort to track and pay commissions for all sales that apply to Affiliate. However, VLC is not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily disrupt or diminish this service. Affiliate understands that Affiliate tracking can never be 100% accurate and VLC is not responsible for inaccuracies that might occur beyond its control. Tracking of Affiliate sales depend on several factors, technical and otherwise, which are out of the control of VLC. It is the goal of VLC to make Affiliate tracking as accurate as possible, however, VLC cannot guarantee 100% tracking for situations beyond its control.
- To protect VLC customer privacy, if deemed necessary, VLC reserves the right to withhold identifying customer contact information from Affiliate.
- VLC reserves all rights in or to its trademarks and service marks but may be used by Affiliate in accordance with this agreement. Affiliate may in no way display a VLC logo, image, or trademark which may be distasteful, defame, or misrepresent.
- Affiliate shall follow VLC advertising guidelines and agrees not to misrepresent VLC products or services. Affiliate agrees to use only VLC- approved ads. Affiliate further understands that prohibited sites for advertising VLC products or services include: Sites that promote sexually explicit material or violence; sites that promote discrimination based on race, sex, religion, national origin, or physical disability; sites that promote illegal activities.
- Affiliate may not assign rights or delegate duties under this Agreement.
- VLC shall not be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or program, even if VLC has been advised of the possibility of such damages. VLC aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total commissions paid or payable by VLC under this agreement.
- VLC makes no warranties expressed or implied with regard to Affiliate Program except as outlined in this Agreement.
- Both VLC and the Affiliate reserve the right to terminate this agreement at any time. The term of this Agreement shall be for a period of one year from the date hereof and shall automatically renew upon each anniversary, without further act of the parties, unless either party has terminated this Agreement by written notice to the other. If terminated, outstanding commissions at time of termination shall be paid in the next payment so long as the terms of this agreement were not violated by the Affiliate. Payment of the final commission payment to the Affiliate may be withheld for a reasonable time in order to ensure that the correct amount is paid.
- In the event that a provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect.
- This agreement will be governed by and construed in accordance with the laws of the State of Florida. This agreement is further governed by and construed in accordance with the laws of the United States of America.
DISCLAIMER:
VLC hereby disclaims all express and implied warranties for all products, goods or services, including the implied warranties of MERCHANTABILITY and FITNESS FOR A PARTICULAR PURPOSE. All products, goods or services are provided AS IS with respect to VLC. Any warranty or other remedy offered by the original manufacturer or party offering any services, if any, is offered only by such entity and not by VLC.
VLC obligations and your remedies hereunder are solely and exclusively as described and limited herein. VLC's liability, whether based on contract, tort, warranty, strict liability, or other theory, shall not exceed the price of the individual unit of goods, products or services whose alleged defect or damage is the basis of the claim. In no event shall VLC be liable for any loss of profits, loss of use, or other indirect, incidental, or consequential damage.
VLC's display of any products, goods or services offered by or originating from a party other than VLC are not intended nor offered as information or data comprising any claim or representation as to such products, goods or services by VLC. Any ultimate purchase of any product, goods or services from VLC is made subject to the law of the State of Florida, which substantive law shall control the relationship of the parties.
ARBITRATION:
Any controversy, dispute or claim between VLC and any other party arising out of/or involving any VLC business relationship shall be resolved by binding arbitration. The arbitration shall be conducted in accordance with the Procedures of the American Arbitration Association. This arbitration agreement does not cause waiver or modification of either party's right to legal proceedings in a court residing in the same judicial jurisdiction as stated herein, to enforce any unpaid monetary debts by either party, as awarded by the arbitrator following Binding Arbitration. The parties agree to such venue as the forum of choice of the parties.
The arbitrator shall apply Florida substantive and procedural law to the proceeding. The demand for arbitration must be in writing and must be made by the aggrieved party within ninety (90) days of the event giving rise to the demand. The arbitration shall take place in Boca Raton, Florida.
The arbitrator's power to award a remedy shall be limited to monetary damages. Should either party wish to seek injunctive relief or other non-monetary relief, such claims shall be brought exclusively in a court of competent jurisdiction, located in the State of Florida, City of Boca Raton.
The arbitrator shall determine if there is any prevailing party, and the prevailing party shall be awarded only such fees and expenses as are permitted under the law of the State of Florida. The fees for the arbitrator shall be paid equally by both parties. The parties understand and acknowledge that by agreeing to arbitration they are giving up any right they may have to a judge or jury trial with regard to all issues subject to arbitration.
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
