Inner Circle Agreement

Please read carefully the terms of this inner circle agreement (“agreement”) and only click on the “I Agree” button if you agree to be bound by these terms.

By clicking on the “I Agree” button, you agree to become a sales representative of Lizard Learning (hereinafter referred to as an “affiliate.”) You acknowledge and confirm that (1) you have read, understand, and agree to be bound by the terms of this agreement, (2) you are 18 years of age or older, (3) you reside in Australia, and (4) you are authorised to work in Australia.

If you do not agree to all terms and conditions of this agreement, or if you do not meet all these criteria, you must click on the “cancel” button to discontinue the process of becoming a Lizard Learning affiliate.

You agree that when you click “I Agree” to become a Lizard Learning affiliate and agree to the terms and conditions of this agreement, you will “sign” this agreement electronically and you will be legally bound by the terms and conditions set forth below.

We are so pleased to have you join the Lizard Learning Inner Circle Program. To become a new independent affiliate marketer for us, we need to agree on the terms that will govern our relationship.

This Affiliate Agreement (“Agreement”), as of the date noted below, is entered into between __________________________, (“Affiliate”) and Lizard Learning, which includes the registered trade name Lizard Learning, (“Company”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

  1. Services: Affiliate will perform certain services in connection with Company and is currently contemplated to engage with the Company’s social channels, including but not limited to: Twitter, Facebook, Instagram, YouTube, Google+, Pinterest.

 

  1. Compensation: I understand and agree that the sole compensation for my performance of the Services by Lizard Learning will be the sales commission specified in the commission schedule below (“Commission”). I understand and agree that the commission schedule may be modified from time to time in Lizard Learning’s sole discretion; provided, however, that any such modification will be on a going-forward basis, and any Commission earned pursuant to the terms in place prior such modification will be paid in the regular course of business.

Commission:

  • 5% of every Lizard Learning sale electronically tagged to me as an affiliate, excluding sales that involve a third party, such as a school, museum, non-profit or other organization.
  • I understand and acknowledge that products and services I purchase for myself, and sales that result in returns, shall not generate Commission. Lizard Learning will make the final determination as to the amount of Commission I will be paid based on the orders tagged to me, and I agree to accept such determination as final.
  • The Lizard Learning Affiliate web application will track all resulting orders and payments from customers.
  • Payment Terms: The 2nd business day of each month, to a PayPal account, for all associated payments received from customers in the previous calendar month.

 

  1. Ownership Rights: Affiliate acknowledges that the results and proceeds of the services provided hereunder, including without limitation all ideas, photographs, images, themes, materials, and designs developed, created and/or provided by Affiliate (the “Work”) is owned by Company, for all purposes. To the extent that any Work is deemed not to be a work made for hire, and without limiting the foregoing, Affiliate hereby assigns and transfers all right, title, ownership and interest therein, presently known or hereafter ascertained, including, but not limited to, all copyright rights therein, the right to secure the copyright (and all renewals, reissues and extensions thereof) throughout the world, without any restrictions as to use, to Company. For the sake of clarity, and without in any way limiting the foregoing, Company may reproduce, modify, adapt, create derivative works from, distribute, display, license, assign, transfer and/or otherwise use the Work, and all elements and derivatives thereof, in whole or in part, in all media now known or hereafter developed (including without limitation in social media, including without limitation Pinterest), worldwide, in perpetuity, royalty-free and without restriction of any kind. Affiliate acknowledges the ownership and validity of Company’s copyrights, brands, trademarks, trade dress and patent rights, whether or not created by or contributed to by Affiliate.

 

  1. Use of Likeness: Affiliate further grants to Company the irrevocable right and permission to film, videotape, photograph and/or otherwise record Affiliate and to reproduce, publish, distribute, display, broadcast, exhibit, and/or in any other way use Affiliate’s image, likeness, signature, voice, photographs, name (including nicknames), actual and/or paraphrased statements, biographical information and/or any other information or attribute identifying and/or otherwise associated with Affiliate (collectively, “Likeness”), in whole or in part, distorted, altered, modified and/or adapted in character and/or in form, alone and/or accompanied by other material, in perpetuity and royalty-free, for any purpose whatsoever, including without limitation for the purpose of advertising, publicity, promotion, and/or other marketing for Company and/or the Work, in all media now known or hereafter developed (including without limitation in social media).

 

  1. No Right of Approval: Affiliate hereby irrevocably waives any and all right to inspect and/or approve Company’s use of the Work and/or Affiliate’s Likeness, including without limitation any text, image and/or other creative elements that may be used in connection with the Work and/or Affiliate’s Likeness.

 

  1. Confidentiality: Affiliate will regard and retain as confidential and will not divulge to any third party, or use for any unauthorised purposes (including Affiliate’s own benefit) either during or after Affiliate’s engagement with Company, any proprietary, or confidential information or know-how that Affiliate has acquired during Affiliate’s service or in consequence of Affiliate’s service or contacts with Company without the written consent of an authorised representative of Company. Affiliate agrees to return to Company all such documentation and any other confidential information upon termination of Affiliate’s engagement with Company.

 

  1. Representations and Warranties: Affiliate represents and warrants that: (i) Affiliate has the full and unrestricted right and authority to enter into and perform this Agreement and to grant the rights granted herein; (ii) Affiliate has complied and will comply with all applicable laws, rules and regulations in rendering the services to be performed under this Agreement, including without limitation, the current Company Guidelines (Lizard Learning Inner Circle Guidelines; “Safe Work Australia Guidelines”) the Use of Endorsements and Testimonials in Advertising and all related disclosure requirements; and, notwithstanding the termination provisions set forth herein, Company reserves the right to immediately terminate this Agreement if Affiliate fails to make social media or other disclosures in the manner set forth in the WICA Guidelines, which failure shall be deemed a material breach of the Agreement; (iii) the Work is original to Affiliate; (iv) the use of the Work and/or Affiliate’s Likeness does not and will not violate the rights of any third party, including without limitation, any contract, copyright, trademark, or rights of privacy or publicity of any third-party; (v) the Work will not contain any disparaging, pornographic, defamatory and/or offensive material; and (vi) Affiliate will perform the services in a timely and professional manner.

 

  1. Release/Indemnity: Affiliate hereby irrevocably and unconditionally releases, discharges and agrees to indemnify and hold harmless Company, its parents, subsidiaries, registered trade names, and affiliates, and the irrespective officers, directors, employees, agents, assignees, designees and licensees (together, the “Company Parties”), from and against all actions, claims, demands, causes of action, liabilities, damages, judgments, losses, costs, and expenses (including reasonable attorneys’ fees) of any kind whatsoever, whether known or unknown, arising at any time out of and/or relating to the use of the Work and/or Affiliate’s Likeness and/or any breach or alleged breach of any of the terms of this Agreement.

 

  1. Term: This Agreement will be effective as of the date noted below and will remain in effect for at least three months thereafter unless terminated in accordance with Section 10 below, and will automatically renew for successive three-month periods unless written notice of termination is given by either party to the other party prior to the end of the then-applicable term.

 

  1. Termination: Company shall have the right, at its sole option, to terminate this Agreement immediately in the event that: (i) Affiliate fails, neglects or refuses to fully perform any of the obligations to be performed hereunder; (ii) Affiliate materially breaches the terms of this Agreement or any of the warranties or representations made herein; (iii) Affiliate commits any act or does anything that is or shall be an offense involving moral turpitude under federal, state or local laws, or which brings Affiliate, or any Company Party into public disrepute, contempt, scandal, or ridicule, or which insults or offends the community or any substantial organized group thereof, or which might tend to injure the success of any Company Party.

 

  1. Independent Contractor: Each party is an independent contractor in relation to the other party with respect to all matters arising under this Agreement and nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. Affiliate shall have no express or implied right or authority to assume or create any obligations on behalf of or in the name of Company or to bind Company to any contract, agreement or undertaking with any third party.

 

  1. Assignment: Any or all of Company’s rights and obligations under this Agreement may be assigned by Company without Affiliate’s consent, and upon any such assignment, Company shall have no further obligation to Affiliate, and shall no longer be liable to Affiliate, in respect to any obligation so assigned. Affiliate’s rights and obligations under this Agreement may not be assigned by Affiliate without Company’s prior written approval.

 

  1. Choice of Law: This Agreement shall be governed by the laws of the State of Queensland, without regard to its conflict of laws provisions, and Affiliate hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts in Queensland in connection with any action, litigation or proceeding relating to the subject matter of this Agreement.

 

  1. Miscellaneous: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements between the parties with respect to the subject matter hereof and shall bind each party and its successors and permitted assigns. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and executed on behalf of each party by its duly authorised representative. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. If any part of this Agreement is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date written below.

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