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Affiliates Terms

For clarity and ease of reference, any capitalized terms used in these terms and conditions shall be defined in the glossary. You may consult the glossary section of this agreement to find the detailed definitions of such terms.

If you do not accept these Referral Program Terms in full, you are not authorized to participate in the Referral Program in any manner. Participation in the Referral Program in any manner constitutes full and complete acceptance of these Referral Program Terms.

Please be aware that these terms are subject to periodic updates. In some instances, we may opt to replace the entire set of terms, especially if there are modifications to the Affiliate Program, its discontinuation, or its integration into an existing program, including our partner programs. In the event of any updates or replacements, we, or our designated Affiliate Dashboard, will provide you with notification through electronic means, such as in-app notifications or emails. Should you disagree with the updated or replaced terms, you have the option to terminate your affiliation as described below.

Affiliate Dashboard

Affiliate Acceptance

Any User can apply to participate in the Affiliate Program through our Affiliate Dashboard. The Affiliate Dashboard provides you with essential tools and resources to track and monitor your Affiliate Leads and Referral Commissions seamlessly, and is an integral part of the Affiliate Program. Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.

If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. You will comply with the terms and conditions of this Agreement at all times, including any applicable Affiliate Program Policies.

The Affiliate Link is a unique URL that you can use to link to the Univext website. This URL is generated by the Affiliate Dashboard and is specific to your account. You must use this URL to create a link from your website, social media, or other digital channels to the Univext website. The Affiliate Link is how we track your Affiliate Leads and attribute them to your account. It redirects to your personal Affiliate Page.

Affiliate Page

The Affilite Page is a custom landing page created by Univext to help you promote the Univext website. The Affiliate Page is specific to your account and is accessible through your Affiliate Link. The Affiliate Page is where your Affiliate Leads can sign up and get a Free Trial of the Univext Platform. The Affiliate Page is also where your Affiliate Leads can learn more about the Univext Platform and its features. By participating in the Affiliate Program, you grant us permission to use your name, username, and avatar from your Univext profile to create your personalized landing page. This page will serve as a promotional tool for your Affiliate activities.

Upon landing on the Affiliate Page, any Visitor will be associated with a 30-day tracking cookie. This tracking mechanism enables Affiliates to potentially generate revenues or acquire Affiliate Leads based on the Visitor's interaction on the Univext Platform within the designated timeframe. However, it's important to note that while this cookie facilitates tracking, Univext cannot provide assurances that users will retain, accept, or refrain from deleting the cookie during this period. The usage and persistence of the tracking cookie are ultimately contingent upon the user's actions and preferences.

Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

Rewards and Commissions

Affiliate Leads

Affiliate Leads, within the context of the Affiliate Program, refer to users who have successfully registered on the Univext platform through your designated Affiliate Link. These users are attributed to your Account, and any subsequent interactions or engagements they have with the platform are subject to the terms and conditions of the Affiliate Program. Your role as an Affiliate is pivotal in facilitating the growth of our educational community, and Affiliate Leads represent the tangible outcome of your dedication in introducing new participants to the Univext experience.

Affiliate Commissions

Affiliate Commissions, within the context of the Affiliate Program, refer to the monetary rewards you receive for successfully referring new users to the Univext platform. These rewards are calculated based on the number of Affiliate Leads you generate, and the subsequent actions they take on the platform. The Affiliate Commissions you receive are subject to the terms and conditions of the Affiliate Program. Participating Affiliates within the Affiliate Program stand to receive commissions amounting to 10% on the initial successful payment made for a Subscription on the Univext Platform by an Affiliate Lead who was referred through their dedicated Affiliate Link. Upon the successful completion of payment for a Subscription, the Affiliate shall be entitled to a commission equivalent to 10% of the inaugural payment sum. This commission serves as an appreciative gesture, recognizing the Affiliate's pivotal contribution to nurturing the Univext community and propelling its expansion.

However, it is important to note that these commission structures are subject to revision. Univext reserves the right to modify these commission rates without prior notice. It is recommended to regularly review the prevailing commission terms to stay informed about any potential updates.

Commission & Payment

Affiliate Commissions are paid out on a monthly basis, and are subject to a minimum threshold of $10. If the Affiliate's commission balance is below the minimum threshold, the Affiliate will not be eligible for a payout. The Affiliate's commission balance will be carried over to the following month, and will be paid out once the minimum threshold is met. The Affiliate's commission balance is calculated based on the number of Affiliate Leads they have generated, and the subsequent actions these Affiliate Leads have taken on the platform. The Affiliate's commission balance is subject to the terms and conditions of the Affiliate Program.

In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your Affiliate Account in the Affiliate Dashboard in accordance with our directions, (iii) have a valid and up-to-date payment method in the Affiliate Dashboard with such account (iv) completed any and all required tax documentation in order for the Affiliate Dashboard to process any payments that may be owed to you.

Affiliate Lead Ownership and Usage

While Affiliates play a crucial role in driving these leads, it's important to understand that the ownership and utilization of these leads reside with Univext. Affiliates do not hold ownership rights over the Affiliate Leads, and the Affiliate Leads are considered part of Univext's User database. Univext reserves the right to use, analyze, market to, communicate with, and engage these Affiliate Leads as deemed appropriate for the advancement of the platform's services and offerings. Affiliates are granted commissions based on successful payments made by Affiliate Leads, in recognition of their promotional efforts. However, the Affiliate does not possess exclusive rights to these leads, and their utilization and treatment fall within the realm of Univext's discretion.

Violation, Misconduct, and Program Termination

Univext is committed to maintaining a fair and productive environment for all participants in the Affiliate Program. Affiliates are expected to conduct themselves ethically and professionally while promoting our educational services. In the event of violation of program terms, misconduct, or engagement in activities that could compromise the integrity of the program or Univext's reputation, we reserve the right to take appropriate action.

Such actions may include, but are not limited to:

  • Withholding commission payments temporarily or indefinitely;
  • Restricting or limiting an Affiliate's access to program privileges;
  • Suspending or terminating an Affiliate's participation in the program.

These measures will be implemented at Univext's discretion, and they aim to safeguard the Affiliate Program's credibility and maintain the trust of our user community. We encourage all Affiliates to align with our values and guidelines to ensure a positive experience for all stakeholders involved.

Univext values consistency in its brand image and strives to ensure a cohesive experience for all users. To support Affiliates in their promotional efforts, we provide a range of graphics, logos, images, and videos that can be used for marketing purposes. Please note the following guidelines regarding the use of Univext Content:

  1. Ownership and Integrity: All Univext Content remains the sole property of Univext. It is intended to uphold our brand integrity and reinforce a unified visual identity across all promotional materials.

  2. Non-Modification: Affiliates are prohibited from modifying, altering, or editing Univext Content in any manner. This includes but is not limited to changing colors, fonts, logos, or other visual elements.

  3. Non-Creation of Custom Content: Affiliates should refrain from creating their own promotional content that imitates or resembles Univext Content. The use of custom content that could potentially dilute or misrepresent the Univext brand identity is discouraged.

  4. Logo Usage: Univext logos should be used as provided, without alterations or additions. Affiliates are not authorized to create their own versions of the Univext logo.

  5. Consistent Branding: To ensure brand consistency, Affiliates are advised not to replace or change any Univext Content, including logos, images, videos, and other visual assets, with their own materials.

By adhering to these guidelines, Affiliates contribute to the maintenance of a unified and recognizable Univext brand image. Your collaboration in this regard is greatly appreciated and helps to strengthen the Univext identity across all platforms and materials.

Trademarks

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos in connection with the Affiliate Program and this Agreement.

During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Dashboard, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) comply with our vendor kit and Trademark Usage Guidelines; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

Proprietary Rights

No license to any software is granted by this Agreement. The Univext Products are protected by intellectual property laws. The Univext Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Univext Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Univext Content, or the Univext Products in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use Univext Content, you must comply with our Content Usage Guidelines here. Univext, the Sprocket Design, the Univext logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement. We encourage all customers, affiliates and partners to comment on the Univext Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Univext Products, without payment to you.

Confidentiality

In the course of participating in the Univext Affiliate Program, both the Receiving Party and the Disclosing Party may exchange certain information that is considered Confidential Information. This Confidential Information includes, but is not limited to, proprietary program details, commission structures, user data, and other sensitive information.

Both parties acknowledge and agree to maintain the strict confidentiality of all such Confidential Information. The Receiving Party shall not disclose, reproduce, distribute, or otherwise make available the Disclosing Party's Confidential Information to any third party without the express written consent of the Disclosing Party.

The obligation of confidentiality remains in effect during the Affiliate's participation in the program and extends indefinitely beyond the termination or conclusion of this affiliation. Any breach of this confidentiality obligation may lead to legal action and the pursuit of remedies available under applicable laws.

By participating in the Univext Affiliate Program, you acknowledge and agree to uphold the principles of confidentiality as outlined in this section.

Term and Termination

Term

This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.

Termination Without Cause

Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.

Termination for Agreement Changes

If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.

Termination for Cause

We may terminate this Agreement: (i) upon thirty (30) days' notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

Effects of Expiration/Termination

Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the 'Termination for Agreement Changes' section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Solutions Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Dashboard that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer's subscription agreement to be terminated. Affiliate Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Univext with Affiliate Lead's for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a Univext Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Dashboard all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Univext's own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase Univext products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups.

Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Dashboard, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Disclaimers & Limitations of Liability

Disclaimer of Warranties

WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE UNIVEXT PRODUCTS, UNIVEXT CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE DASHBOARD FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE DASHBOARD MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE UNIVEXT PRODUCTS AND AFFILIATE DASHBOARD ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE UNIVEXT PRODUCTS AND THE AFFILIATE DASHBOARD INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. Affiliate DASHBOARD. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE DASHBOARD THAT YOU USE. WE DO NOT PROMISE TO MAKE THE AFFILIATE DASHBOARD AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.

COOKIES USED AS PART OF THE AFFILIATE DASHBOARD HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, UNIVEXT SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

General

Amendment

No Waiver

We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Dashboard and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Dashboard have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you don't agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

Applicable Law

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Actions Permitted

Except for actions for nonpayment or breach of a party's proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

Compliance with Applicable Laws

You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Univext Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Univext Products to prohibited countries or individuals or permit use of the Univext Products by prohibited countries or individuals.

Severability

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, 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 this Agreement will continue in effect.

Notices

We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the Affiliate Dashboard. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.

Entire Agreement

This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Univext Products or dependent on any oral or written public comments made by us regarding future functionality or features of the Univext Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

Assignment

You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

No Third Party Beneficiaries

Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference.

No Licenses

We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Univext Products, our trademarks, or any other property or right of ours. Sales by Univext. This Agreement shall in no way limit our right to sell the Univext Products, directly or indirectly, to any current or prospective customers.

Authority

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

Survival

The following sections shall survive the expiration or termination of this Agreement: 'Commission & Payment', 'Proprietary Rights', 'Confidentiality', 'Effects of Termination/Expiration', 'Indemnification', 'Disclaimers; Limitation of Liability', 'Non-Solicitation' and 'General'.

Data Processing and Protection

Univext values the privacy and security of all users, including Affiliates participating in the Affiliate Program. As part of the program, certain personal data and information may be collected and processed. We are committed to adhering to the highest standards of data protection and ensuring compliance with relevant data privacy regulations. Please review the following key points regarding data processing and protection:

  1. Data Collection: Univext may collect and process personal information from Affiliates for the purpose of program administration, communication, and commission calculations. This may include contact details, payment information, and other relevant data.

  2. Data Usage: The data collected from Affiliates will be used solely for the purpose of administering the Affiliate Program, calculating commissions, and maintaining effective communication. Univext will not use Affiliate data for unrelated purposes without explicit consent.

  3. Data Sharing: Univext may share necessary Affiliate data with trusted third-party service providers for commission calculations, payment processing, and other program-related activities. These third parties are selected with the utmost care and are contractually bound to maintain the confidentiality and security of the data.

  4. Data Protection: Univext employs industry-standard security measures to safeguard the data collected from Affiliates. However, it's important to acknowledge that no data transmission over the internet can be guaranteed as completely secure.

  5. Data Retention: Affiliate data will be retained for the duration of the Affiliate's participation in the program and for a reasonable period thereafter. This retention aligns with legal obligations and business requirements.

By participating in the Univext Affiliate Program, you consent to the processing and usage of your personal data as outlined above. We encourage you to review our comprehensive Privacy Policy for a more detailed understanding of our data processing practices.