Edynco Ambassador Affiliate Program Agreement

between

YOU,

(Hereinafter referred to as AMBASSADOR)

and

Edynco - EDlab d.o.o., Cesta na Brdo 85, 1000 Ljubljana, Slovenia, Europe

(Hereinafter referred to as PROVIDER)

 

1. Scope

PROVIDER is in the business of producing, marketing and promoting an online tool for designing Online Courses with Learning maps called Edynco (Edynco), which is accessed on the Internet through the use of a personal computer, and/or direct Internet access.

The AMBASSADOR desires to obtain from PROVIDER and PROVIDER agrees to grant the AMBASSADOR, the non-exclusive right and license to advertise, market and promote Edynco. PROVIDER shall reimburse the AMBASSADOR for these promotional services in accordance with the following terms and conditions:

2. Grant of Promotion and Distribution License

PROVIDER grants the AMBASSADOR the non-exclusive, non-transferable right and license to advertise, market and promote Edynco ("Promotion Rights") in accordance with the terms and conditions hereof. All other rights and licenses not expressly granted to the AMBASSADOR herein are reserved by PROVIDER.

3. Obligations of PROVIDER

3.1. PROVIDER shall retain the right to provide the Service and operate its Edynco Ambassador Affiliate Program in any form PROVIDER deems appropriate; and retains the right to change any part of the Service, at any time and in any manner PROVIDER deems appropriate, and make alterations to its Affiliate Program without prior notice to the AMBASSADOR. However, any strategic change of policy towards the AMBASSADOR, such as the cancellation of any part of the Service at any time, shall be made with prior notice to the AMBASSADOR.

3.2. PROVIDER shall retain the right to cancel any part of the Service or alter and/or close its Edynco Ambassador Affiliate Program at any time and in any manner PROVIDER deems appropriate. However, should PROVIDER wish to cancel any Promotion Rights because of any failure or breach of these Terms and Conditions on behalf of the AMBASSADOR, PROVIDER shall give the AMBASSADOR notice of this fact in order to give the AMBASSADOR the opportunity to make desired modifications. Cancellation shall be effective seven (7) days after notice of cancellation to the AMBASSADOR unless the desired modifications have been made and/or other terms have been agreed upon within this seven-day period.

3.3. Notwithstanding the terms of these Terms and Conditions, PROVIDER shall not be held responsible or liable for any loss of income, or loss of the ability to produce income, incurred by the AMBASSADOR; even if such losses should arise from the inability of PROVIDER to deliver the Service and/or operate its Edynco Ambassador Affiliate Program as stipulated in these Terms and Conditions for any reason whatsoever, whether PROVIDER is at fault or whether a third party is at fault.

3.4. The PROVIDER will make available an URL that must be used by the AMBASSADOR to promote Edynco. This URL makes it technically possible to identify users that came to Edynco website (www.edynco.com) via the AMBASSADOR’s web pages or other channels.

All analytics, statistics, sales tracking and monitoring will be collected and calculated by Edynco in combination with Google Analytics, and will be the only valid statistics used to compute commissions.

4. Obligations of the AMBASSADOR

4.1. The AMBASSADOR shall use its best efforts to actively and effectively advertise market and promote Edynco as widely as possible so as to maximize the benefit to the AMBASSADOR and to PROVIDER.

4.2. The AMBASSADOR shall engage only in advertising, marketing and promotional efforts which do not violate any law, and which reflect positively upon the business reputation of PROVIDER. In particular, the AMBASSADOR agrees to market Edynco in a manner that is consistent with the content and style of Edynco. In connection therewith, PROVIDER shall have the right to review and approve the manner and methods of advertising, marketing and promotion used by the AMBASSADOR in connection with the Service and the PROVIDER Edynco Ambassador Affiliate Program. Approval shall not be unreasonably withheld.

4.3. Approval may be withheld if PROVIDER determines, in its sole discretion that the activities of the AMBASSADOR would tend to impair or reduce the value of the goodwill and business reputation of PROVIDER and/or would expose PROVIDER to legal liability. (Absolutely no spamming will be tolerated. Any evidence of spamming may lead to absolute removal from our service. )

4.4. Notwithstanding the approval by PROVIDER given in accordance with section 4.2 of these Terms and Conditions, PROVIDER shall under no circumstances be held liable for--and the AMBASSADOR shall indemnify, defend and hold PROVIDER harmless against--any and all claims asserted against PROVIDER by reason of the AMBASSADOR's marketing and promotional efforts.

4.5. The AMBASSADOR shall bear all costs and expenses incurred in connection with the advertising, marketing and promotion of Edynco; including without limitation, all costs directly related to marketing.

5. Compensation

5.1. As used herein, the AMBASSADOR's compensation ("Referral Percentage") shall be defined as the compensation due to the AMBASSADOR, based on a percentage of actual revenue ("Paid Users") generated by the customers, who have been identified as having upgraded to Edynco Unlimited subscription as a result of having first been referred to Edynco by the AMBASSADOR.

The actual Referral Percentage shall be equal to:

20% of the fee for users upgrading to Edynco Unlimited subscription.

The actual fee is calculated from the end user prices (reduced by possible VAT) listed on www.edynco.com and may change without notice.

5.2. PROVIDER will pay the AMBASSADOR each month for services rendered during and/or before the preceding calendar month. Payments that have been approved shall be made prior to the 20th day of each month by making the funds payable to the AMBASSADOR. If the total payable amount of compensation to the AMBASSADOR in any given month is less than USD 50, the amount shall be made payable a succeeding month, when the accumulated amount is greater than or equal to USD 50. AMBASSADOR needs to have a valid Paypal account to request payouts. Payouts are requested by email. Paypal will charge payout transaction fee to AMBASSADOR.

5.3. PROVIDER shall have the right to withhold any and all payments to the AMBASSADOR if the AMBASSADOR is in breach of these Terms and Conditions.

6. Term of Duration and Cancellation

6.1. PROVIDER has the right to cancel Promotion Rights with immediate effect if the AMBASSADOR is in material breach of these Terms and Conditions. Such breach includes, but is not limited to, situations when the AMBASSADOR engages in advertising, marketing, distribution and promotional efforts that would impair the goodwill and business reputation of PROVIDER or would expose PROVIDER to legal liability.

6.2. Upon the cancellation of Promotion Rights, the AMBASSADOR shall immediately return to PROVIDER any and all materials, over which PROVIDER has a proprietary right, that are in the AMBASSADOR's possession and/or in the possession of the AMBASSADOR's agents, servants and employees. The AMBASSADOR shall also immediately remove any hyperlinks and materials, over which PROVIDER has a proprietary right, from the AMBASSADOR's web site and/or the web sites of the AMBASSADOR's agents.

6.3. If Promotion Rights are canceled, and the AMBASSADOR is not in default of these Terms and Conditions, the AMBASSADOR shall have the right to continue to receive a Referral Percentage as defined in Section 5.1 for the rest of the defined periods.

6.4. Users that utilize the facilities and services of PROVIDER, and all information relating to such Users, shall remain the property of PROVIDER at all times.

7. Account Statements

7.1. All payments due to the AMBASSADOR shall be made on or before the twentieth (20th) day of each month, and will reflect payment for services rendered during and/or before the preceding month. Payment shall be accompanied by a written statement that specifies the calculation of the sum to be paid to the AMBASSADOR based on the terms defined in Section 5.1. In addition, statements may be adjusted by PROVIDER from time to time to reflect overpayments, customer chargebacks and/or credits or underpayments to customers by PROVIDER

7.2. The AMBASSADOR shall have the ability to monitor the Referral Percentage and payments in real time in his Edynco account.

8. Exclusivity, Non-Competition and Ownership of Service name

8.1. The AMBASSADOR agrees, understands and acknowledges that PROVIDER may enter into agreements of this type with third parties to promote the Service or a similar version thereof.

8.2. The AMBASSADOR has not paid for the use of the trademarks, logos, copyrights, trade names or designations belonging to PROVIDER, and nothing contained in these Terms and Conditions shall give the AMBASSADOR any right to, title to or interest in any of them.

8.3. The AMBASSADOR acknowledges that PROVIDER owns and retains all copyrights and other proprietary rights, as well as any software supplied by PROVIDER, in all of the foregoing. The AMBASSADOR shall not assert any claim or interest in any trademark, trade name, copyright, service mark or logo belonging or licensed to PROVIDER, or do anything to adversely affect their validity or enforceability. This includes any act or assistance in any act that may infringe upon, or lead to the infringement of, any software copyright.

8.4. Without limiting the generality of the foregoing terms, the AMBASSADOR shall not itself attempt, or assist any third party in attempting, to register any trademark, trade name or other proprietary right with any governmental agency (federal, provincial, local or otherwise) or with any other entity or authority without the express, unequivocal and unambiguous prior written consent of PROVIDER. The AMBASSADOR shall not attach any additional trademarks, logos or trade designations to the Software; and shall ensure that none of the trademarks (or any variations thereof) appear in any portion of the AMBASSADOR's name or any name under which the AMBASSADOR conducts business. The AMBASSADOR shall not affix a trademark, logo or trade name of PROVIDER to any non-PROVIDER product. The AMBASSADOR shall not alter, erase, deface or overprint any notice of proprietary rights on anything provided by PROVIDER.

9. Confidentiality and Non-Disclosure

9.1. The AMBASSADOR and PROVIDER each agree that each may have access to, and become acquainted with, confidential information of the other. The AMBASSADOR and PROVIDER each specifically agree not to misuse, misappropriate or disclose any such confidential information, directly or indirectly, to any third party.

10. Representations, Warranties and Indemnity

10.1. The AMBASSADOR warrants, represents and covenants to PROVIDER that that it has all necessary rights, licenses, permissions and business permits; and will comply with all applicable laws, rules and regulations in connection with promoting the Service and/or the PROVIDER Affiliate Program to Users and others.

10.2. The AMBASSADOR agrees to indemnify and render PROVIDER harmless against claims, liabilities, causes of action, damages, judgments, costs and expenses arising out of, or in any way connected with, any breach or alleged breach by the AMBASSADOR of any representation, warranty or agreement contained in 8 or elsewhere in these Terms and Conditions.

11. General Terms

Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of the Terms of Use, you and Edynco shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of Edynco, express or implied, and you shall not attempt to bind Edynco to any contract.

Invalidity of Specific Terms. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of such documents remain in full force and effect.

Location of Lawsuit and Choice of Law. The Terms of Use and the relationship between you and Edynco shall be governed by the laws of Slovenia without regard to its conflict of law provisions. You and Edynco agree to submit to the personal jurisdiction of the courts located within Ljubljana, Slovenia.

No Waiver of Rights by Edynco. Edynco's failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision.

Miscellaneous. The section headings and subheadings contained in this agreement are included for convenience only, and shall not limit or otherwise affect the terms of the Terms of Use. Any construction or interpretation to be made of the Terms of Use shall not be construed against the drafter. The Terms of Use constitute the entire agreement between Edynco and you with respect to the subject matter hereof.