Affiliate Partnerships and Agreements

ULearning’s leadership has long worked with Affiliates in other highly successful E-Commerce businesses and as such, understands the value and importance of Affiliate partnerships and the kinds of things that are important to Affiliates. Just as ULearning is committed to helping Teachers monetize their expertise and maximize the value of their knowledge and content, ULearning is equally committed to Affiliates. For Affiliates that are looking to add new sources of revenue to their existing businesses, Ulearning is the online education company and content provider that provides the best access to new content and offerings, to grow your following and bring in alternative sources of revenue, because ULearning has the most relevant courses that people need to learn and earn.

Overview – Everyone can earn a referral fee

Enrollment as in the Affiliate Program at ULearning could not be simpler. Once you sign up as a Student/User/Affiliates you are automatically eligible to earn Referral Income. All we need to know is where to send your commission.

In your ULearning control panel, under "Affiliates", click on "Payout Account", and enter your PayPal email address. That's it. Refer one person - earn a referral fee. Refer thousands - earn thousands of referral fees.

If needed, we will then enable you to link to the ULearning site, and support you to download technical materials, links, HTML code, other software or applications, widgets, pixels, associated banner ads, copy and other relevant content. We don’t use any heavy-handed legal rules, regulations, and limitations – just operate professionally, and in line with generally accepted professional Affiliate operating practices, and the ULearning partnership will be highly beneficial for both.

Affiliate Payments

Affiliates will primarily be compensated via a referral fee. The exact amount of referral fees due each month will be calculated according the following model:

The referral fee will be fifty percent (50%) of the amount received by ULearning from a referral that enrolls in a course on the ULearning.com website for the first order from that Referral, less taxes, returns, credits, or other deductions. Thereafter there will be a follow-on referral fee of twenty-five percent (25%) for the first year from that Referral, less taxes, returns, credits, or other deductions. (Final determination as to whether to accept a Referral as a customer is at ULearning’s sole determination, as that User may have signed up with ULearning previously.

Payment of Referral Fees will be made on a monthly calendar basis. If this Agreement terminates, Referral Fees due at the time of termination will be paid at the end of the month following termination. Referral Fees are based on amounts we actually receive from Referral customers during the month.

If we determine that payment of Referral Fees to Affiliates in any jurisdiction is illegal under any laws, then we reserve the right to not pay Referral Fees for any sales made in that jurisdiction.

Licenses

Ulearning will grant Affiliates a non-exclusive, non-transferable, revocable right to allow your end-users access to ULearning’s website.  Affiliates in turn will grant ULearning a non-exclusive, non-transferable, revocable right to use Affiliate’s names, titles, and logos in the marketing, promoting, and commercialization in any manner of ULearning’s rights under this Agreement. Each party agrees not to use the other's proprietary materials in any manner that is disparaging or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Either party may revoke this license at any time by giving the other party written notice. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

ULEARNING MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ULEARNING. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Representations and Warranties: You represent and warrant to us that This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement; and, we will not be liable to you with respect to any subject matter of this agreement under any contract, negligence, strict liability, or other legal or equitable theory for any indirect, incidental, consequential, special, or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if you have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this agreement, in no event shall our cumulative liability to you arising out of or related to this agreement, whether based in contract, negligence, strict liability, or other legal or equitable theory, exceed the total referral fees paid to you under this agreement.

Indemnification

You agree to indemnify and hold harmless ULearning and its employees, representatives, agents, and affiliates, against any and all claims, suits, actions, or other proceedings brought against them based on or arising from any claim resulting from your breach of this Agreement. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by us in connection with or arising from any such claim, suit, action, or proceeding.

Miscellaneous

Each party shall be deemed to be independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship.

You may not assign your rights or obligations under this Agreement to any party, and any attempt to do so will be void and without effect. ULearning is free to assign this Agreement.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without regard to the conflicts of laws and principles thereof. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. This Agreement represents the entire agreement between ULearning and you, and shall supersede all prior agreements and communications of the parties, oral or written. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

YOU HAVE READ AND TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIM PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ULEARNING, INC. BY CLICKING ON THE "I ACCEPT" BUTTON AT THE END OF THIS AGREEMENT YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.