TERMS & CONDITIONS OF FLUENTWORLDS’ AFFILIATE PROGRAM
By signing up to be an affiliate in the FluentWorlds’ Affiliate Program (the “Program”) you agree to be bound by the following terms and conditions (the “Terms” or “Agreement”).
Please ensure that you read them carefully before signing up.
These Terms are a legal agreement between You (the “Affiliate”, or “You”) on the one hand, and Virtual Immersive Educational Worlds, Inc., dba FluentWorlds, a company registered in the United States and having its registered office at 3317 N. Cottonwood Ln., Provo, Utah, 84604, (“FluentWorlds”, “we”, “us”) on the other hand.
We reserve the right to update and change the Terms from time to time, subject to seventy-two (72) notice to You. Any amendments, modifications, enhancements or changes to the Program, including the release of new features and resources made available by us from time to time shall be subject to these Terms, and the Terms as amended, as the case may be. Continued use of the Program after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms at any time https://fluentworldsambassador.tapfiliate.com/programs/fluentworlds-ambassador-program/tos/
Any violation of these Terms may result in, among other things, termination or suspension of your rights to be an Affiliate and forfeiture of any outstanding affiliate referral fee payments earned during the violation.
In order to register, You must provide your legal full name, a valid email address, and any other information requested in order to complete the sign up process for an Affiliate account (“account”).
You must be 18 years of age or older to join this Program, and 21 years old in some jurisdictions.
Each account is only for use by either one individual user or a single legal entity (e.g., a single member LLC or company). We do not permit you to share your username and password with any other person, nor with multiple users. Responsibility for the security of any username(s) and password(s) rests solely with you.
You may not use the Program for any illegal or unauthorized purpose. You must not, in the use of the Program, violate any laws in your jurisdiction (including, but not limited to, copyright laws).
Referral Links, and Referral Fees
Once You have signed up for the Program You will be provided with a customized and personalized URL link, which will be used to identify You. It is your responsibility to ensure each such link is correctly formatted.
In order to be eligible to earn a referral fee, the potential customer must click-through your personalized link to the FluentWorlds’ website and sign up within ninety (90) days of the initial click-through. If a potential customer fails to sign up within those ninety (90) days and later return without following your link, you will not earn a referral fee.
FluentWorlds will only pay referral fees on links that are automatically tracked and reported by our system(s). For FluentWorlds’ system(s) to track the referral, the visitor must have cookies enabled. We will not pay referral fees if someone says they signed up through You but it was not tracked by our system.
The referral fee will be credited to your Affiliate account once the customer pays their subscription. Referral fees are only earned if a customer makes payment in full.
Please be advised that this Program is targeted at consumer customers. If an Affiliate brings to FluentWorlds an entity that has twenty-five (25) or more proposed licensees, a different set of referral fees will apply.
Accrued referral fees are paid via PayPal or Venmo, either once a month if a monthly subscription is sold or a one-time payment if a customer purchases a yearly subscription to FluentWorlds and its products. You must have a valid Venmo or Paypal account to receive referral fees; FluentWorlds does not offer payment via check, credit card, cash or other method.
Customer payments refunded or payments charged-back due to credit card fraud do not qualify for referral fees. We may delay crediting of referral fees subject to risk analysis considerations and Anti-Money Laundering procedures.
A summary of sign-ups and statement of referral fees is available to the Affiliate by logging into their Affiliate account.
The referral fee structure is subject to change at FluentWorlds’ discretion, upon seventy-two (72) hours written notice. Please be advised that this Program is targeted at consumer customers. If an Affiliate brings to FluentWorlds an entity that has twenty-five (25) or more proposed licensees, a different set of referral fees will apply.
We reserve the right to disqualify referral fees earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
All fees are exclusive of all taxes, charges, levies, assessments and other fees of any kind imposed on your involvement in this Agreement and shall be the sole responsibility of You, and payable by You.
We reserve the right to check and change commissions on the basis of orders actually paid, the notification e-mail is not understood as a confirmed commission - this is only a notification, and every payment will be verified based on real transactions.
You may not issue any press release(s) with respect to this Agreement or your participation in the Program without prior written consent; any such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and You, except as expressly permitted by this Agreement; any such action may result in your termination from the Program. In addition, we may terminate the Agreement if any meaningful spam complaints naming us or our services result from your marketing activities.
Every customer who buys a service through this Program is a customer of FluentWorlds. Accordingly, customers are not Affiliate’s customers. In addition, all of FluentWorlds’ rules, policies, and operating procedures concerning pricing, customer orders, customer service, and services sales apply to those customers.
We may change our policies and operating procedures at any time. FluentWorlds is not responsible for any representations made by the Affiliate that contradict our rules, policies or operating procedures.
Pricing and Availability
FluentWorlds will determine the prices to be charged for services sold under this Program in accordance with our own pricing policies. Service prices and availability may vary from time-to-time. Because price changes may affect services that you have listed on your personalized marketing site, it may not be advisable to display services prices on your personalized marketing site.
FluentWorlds will use commercially reasonable efforts to present accurate pricing information, but FluentWorlds will not guarantee a particular price You may quote or offer to a potential customer.
Copyrighted and Trademarked Material
You are solely responsible to ensure that Your marketing efforts comply with all applicable copyright, trademark, and other laws. FluentWorlds will not be responsible if you use another party’s copyrighted or trademarked material in violation of the law.
Term of the Agreement and Program
The term of this Agreement will begin upon FluentWorlds’ acceptance of your Program application, and will end when terminated by either party. Either You or FluentWorlds may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice to terminate this Agreement. FluentWorlds reserves the right to end the Program at any time, upon thirty (30) days written notice to You. Upon Program termination, FluentWorlds will pay any legitimate outstanding earnings.
If You solicit or sign-up customers through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods FluentWorlds may, in its sole discretion, suspend or terminate your account and refuse any and all current or future use of the Program, or any other FluentWorlds service. Such termination may result in the deactivation or deletion of your Affiliate Account, and/or forfeiture and relinquishment of all potential or accrued referral fees in your Account. Upon the termination of this Agreement for any reason, You will immediately cease use of, and remove from all links to the FluentWorlds’ site and all our images and other materials provided under the Program to you.
Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Agreement.
Limitations of Liability
The Company and any of the Company’s officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result from You, including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including negligence and products liability), contract, or otherwise in connection with this Program.
If your use of material provided under this Program results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof. The Company’s maximum aggregate liability under or in connection with this Agreement, or any collateral contract, whether in contract, tort (including negligence and products liability) or otherwise (a “Claim”), shall be limited to a sum equal to the aggregate amount which we are obliged to pay you in the twelve (12) month period immediately prior to the period giving rise to such Claim.
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in the United States. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association® (“AAA”). For more information see: https://www.adr.org/
The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
Events outside Our Control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations hereunder that is caused by events outside our reasonable control (a “Force Majeure Event”).
A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) strikes, lock-outs, or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not), or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, or other natural disaster;
(d) impossibility of the use of public or private telecommunications networks; and
(e) the acts, decrees, legislation, regulations or restrictions of any government.
Our performance is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.
We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Agreement may be performed despite the Force Majeure Event.
If FluentWorlds fail, at any time, to insist upon strict performance of any of your obligations under these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled hereunder, this shall not constitute a waiver of such rights or remedies, and shall not relieve You from compliance with such obligations.
A waiver by us of any default shall not constitute a waiver of any subsequent default.
No waiver by us of any of these Terms shall be effective, unless it is expressly stated to be a waiver and is communicated to you in writing.
If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with Utah State substantive law. Disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction of Utah.
These Terms and any document expressly referred to in it represents the entire agreement between us in relation to the use of the Program and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
We each acknowledge that, in entering into these Terms, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into these Terms except as expressly stated herein.
Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into these Terms, unless such untrue statement was made fraudulently, and the other party’s sole only remedy shall be for breach of contract as provided in these Terms.