Telian-Cas Learning Concepts, Inc.
Reading With TLC
Affiliate Programs Terms and Conditions
THIS AGREEMENT IS A CONTRACT BETWEEN YOU AND TELIAN-CAS LEARNING CONCEPTS, INC. PLEASE READ THIS ENTIRE AGREEMENT AND KEEP A COPY FOR YOUR REFERENCE. BY APPLYING FOR THE READING WITH TLC AFFILIATE PROGRAM, YOU AGREE TO THE FOLLOWING.
Whereas, Telian-Cas Learning Concepts, Inc. D/B/A Reading With TLC, a Massachusetts corporation (“TLC”) operates a web store for the purpose of selling learning materials and trainings, and
Whereas, TLC desires that certain customers and other individuals who wish to advocate for the use of TLC’s products and trainings may be recognized and rewarded for their efforts through an affiliate program, and
Whereas, you, the Program applicant (“you”), party to this Agreement, wish to become an affiliate,
Now, therefore, you and TLC agree as follows:
You are applying to be a nonexclusive independent Affiliate of TLC. If approved, you hereby accept such appointment upon the terms and condition set forth in this Agreement. This is not an employment agreement. If approved as an Affiliate, you will be an independent contractor of TLC, and nothing in this Agreement will create a partnership, joint venture, employment, agency or other relationship between you and TLC. Each of the following terms describes the duties and privileges of TLC’s Affiliates, and shall be effective upon TLC’s confirmation of your approval.
Provided that TLC confirms your appointment, and subject to the limitations below, you may promote TLC’s products, traings, and web site in any manner you wish.
All sales of TLC products and trainings will be through the TLC web site, and customer payments will be made directly to TLC through its ordinary ordering mechanisms. You will not collect payment information or take orders yourself. You will be given instructions by which you may use affiliate links so that your linking activity will be tracked and you will receive credit for customers referred by you. All orders will be subject to product and training availability and to TLC’s ordinary terms and conditions, and may be accepted or refused for any reason.
4. Your Duties.
(a) Your Efforts. You may make any efforts you believe appropriate to promote demand for and the sale of TLC products and trainings, except as limited below.
(b) Non-Exclusive Dealings. Your arrangement with TLC will not be exclusive; TLC may make affiliate agreements with other parties, and you may become an affiliate of other companies.
(c) Non-Disparagement. You will not disparage TLC or its products and trainings in any medium, or portray TLC in a negative light in any medium.
The following prohibitions are strict. Your affiliate relationship may be revoked if at any time TLC finds in its sole discretion that you have violated any of the following limitations, and in case of such termination for cause you agree that you forfeit all rights to unpaid commissions and indemnify and hold harmless TLC against any loss or damage arising from such violation.
(a) Warranty and Other Representations. You will have no right to make any representations or warranties on behalf of any product or training except for those expressly authorized by TLC.
(b) No adult or offensive content. TLC products and trainings are intended for use by parents, teachers and children, and therefore TLC does not associate itself or its brand with content inappropriate for young audiences. You may not promote TLC or its products or trainings, or provide affiliate links, in association with, alongside, or on web sites that promote, sell or advertise, content or products that are inappropriate for children. Such content includes, but is not limited to: violent or sexually explicit materials; promotion of illegal activities; intellectual property infringement and content that promotes or aids such infringement; promotion of alcohol, tobacco, illicit drugs or other products that may not be sold to children, such as movies, television shows, music and video games that carry ratings indicating they are not for sale to children; hate speech; and promotion of discrimination based on race, gender, religion, sexual orientation, nationality, disability or any other classification protected under the antidiscrimination laws of the United States or the Commonwealth of Massachusetts.
(c) No deceptive use. You may not promote TLC or its products or trainings, or provide affiliate links, in association with, alongside, or on web sites, advertisements, social media posts, or other publications in any medium that in TLC’s judgment have deceptive or unfair characteristics, nature or effect, including but not limited to: mimicry of a web site that is not your own; trademark infringement; misspelled terms that may influence search results; advertisements that are deceptive in nature or effect; unfair or deceptive reviews or writings that appear to be product or training reviews; malware of any type; or any other use that in TLC’s judgment is deceptive or has the effect of deceiving consumers.
(d) No spam. You may not promote TLC or its products or trainings, or provide affiliate links, in association with unsolicited commercial email or other communication which is prohibited by law.
(e) Privacy regulation compliance. You are responsible for complying with any relevant regulations concerning the personal information of others, and may not promote TLC or its products or trainings in connection with any violation of such regulations. If you maintain a mailing list for commercial use, or other means of retaining and using the personal or contact information of other persons, you are responsible for ensuring that your use of such information conforms to relevant laws.
(f) Duties to other parties. You may not act as an affiliate of TLC if doing so would breach an agreement with, or a duty to, any other party.
6. Commissions and Payments.
You will be entitled to commissions in the amount of 12% of net web site sales of TLC products and traings submitted by a customer when the customer accesses TLC’s web site through use of the affiliate links as instructed by TLC. Net web site sales shall mean the amount paid by a customer to TLC through its web site during a browsing session initiated by a click-through of your affiliate link, less the following: (i) sales and discounts; (ii) returned products; (iii) freight, handling, and shipping charges; (iv) any applicable sales taxes, (iiv) canceled trainings, use and other personal property taxes. Please note that this affiliate program does not pertain to sales of the Lively Letters Phonic App. Commissions shall accrue thirty days after the order is placed, to allow time for cancelations and returns, and accrued commissions shall be payable at the close of each quarter by PayPal or by check.
7. Relationship of Parties.
(a) Independent Contractor. The parties expressly intend and agree that you are acting as an independent contractor and not as an employee of TLC. You retain sole and absolute discretion, control, and judgment in the manner and means of carrying out your selling and marketing activities, except as set forth herein. You understand and agree that you will not be entitled to any of the rights and privileges established for TLC’s employees, including, but not limited to, the following: retirement benefits, medical insurance coverage, life insurance coverage, disability insurance coverage, severance pay benefits, paid vacation and sick pay, overtime pay, or any of them. You understand and agree that Company will not pay or withhold from the compensation paid to you pursuant to this Agreement any sums customarily paid or withheld for or on behalf of employees for income tax, employment insurance, social security, worker’s compensation or any other withholding tax, insurance, or payment pursuant to any law or governmental requirement, and all such payments as may be required by law are your sole responsibility. You agree to hold TLC harmless against and indemnify TLC for any such payments or liabilities for which Company may become liable with respect to such matters. This Agreement shall not be construed as a partnership agreement, and TLC shall have no responsibility for any of your debts, liabilities or other obligations, or for your (or your employees’) intentional, reckless or negligent acts or omissions.
(b) Authority. Without the prior written approval of TLC, you will not: (i) pledge the credit of TLC; (ii) collect any monies from customers; (iii) execute or vary the terms of any agreement on behalf of Company; or (iv) represent that you have the authority to do any of the foregoing.
(c) Indemnification. You will indemnify and hold TLC harmless from and against any and all liabilities, losses, damages, injuries, costs, expenses, causes of action, claims, demands, assessments, and similar matters, including, without limitation, reasonable attorneys’ fees resulting from or arising out of your failure to fully and completely conform and comply with each and all of your covenants, agreements, terms and conditions under this Agreement.
8. Term and Termination.
This Agreement shall commence upon the date first above written and shall continue until terminated by either party upon written notice to the other party.
You acknowledge and agree that TLC is entitled to prevent its competitors from obtaining and utilizing its trade secrets. You agree to hold in strictest confidence and not to disclose or allow to be disclosed, directly or indirectly, to any other person or entity, other than to persons engaged by you for the purpose of performance hereunder, without TLC’s prior written consent, any materials you may be provided that are marked as “Secret” or “Confidential” or given to you during any communication with TLC or its staff in which you are told that the information is confidential. You will not, either during the term of this Agreement or at any time after the expiration or termination of this Agreement, disclose to anyone, nor use to the benefit of any business other than TLC, any confidential or proprietary information or trade secrets of TLC obtained by you, or use any such confidential or proprietary information for your own benefit.
10. General Provisions.
Failure by TLC to enforce at any time any term or condition under this Agreement shall not be a waiver of its right thereafter to enforce each and every term and condition of this Agreement. The rights conferred upon you hereunder are personal and may not be transferred or assigned without the prior written consent of TLC, and any assignment in violation of this section shall be void. This Agreement and the documents referenced herein constitute the entire agreement between the parties in connection with the subject matter hereof and shall supersede all prior agreements, whether oral or written, whether explicit or implicit, which have been entered into prior to the execution hereof. No modification in the terms of this Agreement shall be binding on either party unless in writing and executed by the duly authorized representatives of each party. The headings of the several paragraphs of this Agreement are inserted solely for convenience of reference and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Any action, claim or proceeding hereunder shall be commenced exclusively in the courts of the Commonwealth of Massachusetts located in the County of Norfolk or the federal courts of the United States of America located in the Commonwealth of Massachusetts, and the parties irrevocably and unconditionally waive any objection they have or may have to the exclusive jurisdiction and venue of such courts.
YOU AGREE to this Agreement by submitting your application to become an Affiliate. TLC’s acceptance of this Agreement shall be effective upon notification to you of your acceptance as an Affiliate.