SMART KIDZ CLUB, INC.
AFFILIATE TERMS & CONDITIONS
Effective Date: November 9, 2020
Welcome to Smart Kidz Club Inc.'s Affiliate Program. These Terms and Conditions (the "Affiliate Agreement") govern the Affiliate Program that is made available by Smart Kidz Club Inc. ("Company", "we" or "us"). These Terms and Conditions represent the whole agreement and understanding between the Company and the individual or entity who participates in the Affiliate Program (the "Affiliate", or "you"). Smart Kidz Club, Inc., is a Delaware corporation having its principal place of business at 2306 Porter Road, Bear, Delaware 19701 (“Company”). By signing up to participate in Smart Kidz Club's Affiliate Program, you ("You" or "Your") agree to be bound by these Terms, and any other policy linked or incorporated into these Terms.
Please read this agreement carefully as it represents a legally binding agreement between you and Company. By submitting your application and by your use of the Affiliate Program, you agree to comply with all of the terms and conditions set out in this Affiliate Agreement. Smart Kidz Club Inc. may terminate your Affiliate Account at any time, with or without notice, for conduct that is in breach of this Affiliate Agreement, for conduct that the Company believes is harmful to its business, or for conduct where the use of the Affiliate Program is harmful to any other party.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:
Referral/Affiliate Tracking
Smart Kidz Club Inc. will provide the Affiliate with specific Referral Links to link advertisements and other marketing content to the Company. The Company will track users who have visited these Referral Links using cookies which expire after 60 days. Only users who make a purchase while the cookie is active will be considered referrals of the Affiliate and recorded as such in the Affiliate Dashboard.
The Affiliate is not authorized to modify or alter the Referral Links or the cookies in any way. Smart Kidz Club is not responsible for any tracking or reporting errors that may result from any modifications to the Referral Link or the cookies.
Affiliate Fees and Payouts
A referral will become eligible for payout ("Eligible Referral") at the end of the next calendar month if it meets all of these criteria:
i. The referral makes a purchase of a new Premium Plan subscription with a term that has been paid in full.
ii. The referral's account remains active and in good standing.
iii. The referral's account has not had any of its payments refunded, charged back or otherwise reversed.
Failure to meet any of these criteria will permanently void the referral and disqualify the referral from any potential payouts.
Affiliate Fees will be payable at the end of the month based on the predetermined commission the affiliate is enrolled in.
All Affiliate Fee payments will be payable in United States Dollars only, except as otherwise determined by Smart Kidz Club Inc. in its sole discretion. Payment will be made through PayPal. The Affiliate is responsible for providing the Company with the full and accurate details that are required to remit the Affiliate Fees, and is solely responsible for any delays in payment resulting from its failure to do so.
Referrals will become void, and any unpaid Affiliate Fees will be forfeited, after 12 calendar months.
In the event of any activity deemed suspicious by the Company, the Company may delay the payment of Affiliate Fees by up to 6 calendar months to verify the relevant transactions. The Company reserves the right to recalculate, void, or disqualify any referrals or Affiliate Fees in the event of any fraudulent, deceptive or otherwise illegal activity.
Advertisements
Smart Kidz Club Inc. hereby grants the Affiliate a non-exclusive, non-transferable, limited license to use the Smart Kidz Club logos for the sole purpose of promoting our service within the context of the Affiliate Program. This license will expire upon termination of the Affiliate's participation in the Affiliate Program.
The Affiliate may only display advertisements that contain the Company's logos or service marks in good taste. The Affiliate may not use the Company's logos or service marks in a manner that, in the Company's sole discretion, portrays Smart Kidz Club Inc. in a negative light.
The Affiliate will be solely responsible for its own marketing activities. All marketing activities must be professional and in full compliance with all applicable laws.
Smart Kidz Club Inc. may, without prior notice, require the Affiliate to remove or modify any advertisements at the Company's sole discretion.
Termination
The Affiliate may terminate the Affiliate's participation in the Affiliate Program with immediate effect by giving the other party a written notice of termination.
The Company reserves the right to terminate the Affiliate's participation in the Affiliate Program at any time for conduct that is in material breach of this Affiliate Agreement or for conduct that the Company, in its sole discretion, deems to be harmful to its business or any third party.
Upon termination, the Affiliate will lose access to its Affiliate Dashboard and will forfeit all potential or unpaid Affiliate Fees.
Relationship of Parties
The Company and the Affiliate are independent contractors. Nothing in this Affiliate Agreement will create any partnership, employment, representative, agency, or joint venture relationship between the parties. The Affiliate has no authority to act on the Company's behalf.
Limitation of Liability
The Affiliate Program is provided on an "as is" and "as available" basis and the use of the Affiliate Program is at the Affiliate's own risk. The Company makes no representations or warranties, either expressed or implied, with respect to the Affiliate Program, or any service or information provided through the Affiliate Program.
The Company is not responsible for any damages, injury or economic loss arising from the use of Affiliate Program. Should any part of the Affiliate Program cause damage or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes responsibility and the entire cost for them.
The Affiliate will indemnify and hold harmless the Company, its directors, officers, employees, agents, subsidiaries, and third parties from and against any losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable related expenses, legal fees, costs of investigation) arising out of or relating to the Affiliate's or any third party's operations or use of the Affiliate Program.
Modification
The Company may, in its sole discretion, change or modify this Affiliate Agreement at any time, with or without notice. Such changes or modifications shall be made effective for all Affiliates upon posting of the modified Affiliate Agreement to this web address: https://friends.smartkidzclub.app/terms. The Affiliate is responsible for reading this document from time to time to ensure that its use of the Affiliate Program remains in compliance with this Affiliate Agreement.
If any modification is unacceptable to the Affiliate, its sole recourse shall be to terminate this Affiliate Agreement. The Affiliate's continued participation in the Affiliate Program will constitute binding acceptance of such modifications.
Governing Law; Jurisdiction
The Parties agree that this Agreement shall be governed by and construed in accordance with the laws of the United States, specifically the State of Delaware (without giving effect to principles of conflicts of laws of the State of Delaware or any other state). Any dispute growing out of this Affiliate Agreement shall be exclusively heard in the state courts of Delaware or the US District Court for the District of Delaware. The Parties acknowledge and agree that the exclusive venue for such proceedings shall be in New Castle County.
Miscellaneous
The Affiliate warrants and represents that it is over the age of 19 and is qualified to enter into this Affiliate Agreement.