Terms
Affiliate Terms & Conditions
These Affiliate Terms & Conditions, October 27.10.2023.
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”, “YOUR”, OR “YOURS”), AND WINTRADO ACAD LTD., A CYPRUS COMPANY LOCATED IN LIMASSOL, CYPRUS (“WINTRADO ACAD”, “WE”, “US”, OR “OUR”). BY CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THESE AFFILIATE TERMS AND CONDITIONS (“AFFILIATE TERMS”) YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THESE AFFILIATE TERMS AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION HEREIN.
Any version of these Affiliate Terms in a language other than English is provided for convenience and You understand and agree that the English language will control if there is any conflict.
All capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in Wintrado Acad’s Terms and Conditions.
1. Overview
These Affiliate Terms contain the complete terms and conditions that apply to You when becoming an affiliate in Wintrado Acad’s affiliate program (the “Affiliate Program”). The purpose of these Affiliate Terms is to allow You to make affiliate commissions through sales generated by Your for our website to Our Services in the manner set forth herein.
2. Enrolment in the Affiliate Program
(a) Access to our Affiliate Program. By accepting this Affiliate Terms, You register as Affiliate and insert Your login details so that You may enter Our secure affiliate centre. From this centre You will be able to download Promotional Materials and qualifying links as well as access Your reports which will describe Our calculation of the affiliate commissions due to You. It is Your responsibility to keep Your username and password information secure. For purposes of clarity, Promotional Materials is defined as banners, text links, article copy, and access to data feeds.
(b) You will ensure that your information including your email address is at all times complete, accurate and up-to-date. We may send communications to the email address associated with your account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
3. Specific Obligations of Affiliates
As a member of Our Affiliate Program, You represent, warrant, and covenant that You will:
(a) Link to Our Services. You will implement the links, banners, and other means of linking to Our Services (collectively, “Referral Links”) pursuant to the referral specifications set forth in this Affiliate Terms. On OUR page You will be able to download certain marketing materials, including links, HTML code, banner ads, copy and other content, and any documentation for the foregoing (collectively, “Referral Materials”). When Our customers click through the Referral Links to purchase an item on the Udemy site, you can receive commissions for qualifying individual marketplace transaction purchases as described in Affiliate Commissions.
(b) Follow and Comply with All Copyright Laws: It is entirely Your responsibility to follow and comply with all applicable copyright and other relevant laws. We will not be responsible if You use another person’s copyrighted material in violation of the law.
(c) Not to solicit Our Instructors: As a member of Our Affiliate Program, You agree not to directly or indirectly, for Yourself or on behalf of another, solicit business away from, or solicit, induce, influence, or encourage any of Our Coursed to be upload on Your websites and/or platforms, or otherwise alter, terminate or breach their contractual or other business relationship with Us.
4. Affiliate Responsibilities
As a member of Our Affiliate Program, You understand and agree that:
(a) We Can Monitor Your Site/Social media Profile/Platform – “Media”: You hereby give Us the right to monitor Your media pages at any time to determine if You are following these Affiliate Terms, and to notify You of any changes We feel You should make to remain in compliance. Further, You must comply with any requests we make for you to take down specific content from your media. Failure to comply is a violation of these Terms and grounds for termination of Your affiliate status.
(b) We Determine the Policies for Referred Customers: Persons who become customers of Our Services through referrals made in the Affiliate Program will be considered Our customers, at Our sole discretion. All Our terms, rules, policies, and operating procedures that apply to Our Users will apply to such referred customers. We may change Our terms, rules, policies, and operating procedures at any time, as further described in Our Terms and Conditions and Our other terms as We may post from time to time.
(c) You will not use Our company name or variations of Our company name in your Domain Names or Social Media pages: You may not register or purchase domain names that include Our company’s name or any misspellings or variations of Our company name to run promotions as an affiliate. Additionally, you may not include Our Company name, variations of Our company name, or the look and feel of Our own social media pages on any social media pages where You run promotions as an affiliate.
(d) You will be Responsible for Your Social Media Page’s Content: You may not promote Our content and Our Instructors’ courses on a media that contains any form of misleading, defamatory, obscene, illegal, bigoted or any other content deemed offensive by Us.
(e) You will not promote using cookie-stuffing: You may not use cookie stuffing techniques or click-generators that set the tracking cookie without the user actually clicking on the Referral Link. You will not artificially generate clicks or impressions on your social media page or create visits on the Wintrado Acad site, whether by way of a robot or software program or otherwise.
(f) You will not mimic Our media and content: You must make sure that Your media does not copy or resemble the look and feel of the Wintrado Acad website or create the impression that Your media is part of Our company’s website. You also understand that using the language found on Our pages verbatim is not allowed unless it is to describe the content found on any given course landing page.
(g) You will be Responsible for Your use of content found on Our site. You may create Your own promotional materials using pages from our site as reference. You may also use course images and part of the text in Our pages to promote the products accurately on Your media. However, You may NOT download, copy, or use video content (free or paid), course supplementary materials (PDFs, quizzes or extra material), or lesson descriptions and upload them on Your own media. Violation of this provision may result in the immediate termination of Your affiliate account.
(h) You will not use spyware, malware, virus and the like: You may not include on your media, display, or otherwise use Referral Links or other Content that uses any spyware, malware, or virus, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
(i) You will be open and honest about Your relationship to Us: You may not misrepresent or embellish the relationship between you and Wintrado Acad or imply any relationship or affiliation between you and Wintrado Acad or any other person or entity except as expressly permitted by this affiliate Agreement. You may not represent yourself as an agent or employee of Wintrado Acad or represent that you have the authority to bind Wintrado Acad to a contract.
(j) You will not earn commissions for free courses: Our site contains paid and free courses. Any customer You refer to Us that subsequently enrolls in a free course will not be eligible to earn You a commission and that particular sale will not appear on Your affiliate account. We will terminate the account of Affiliates who only promote free courses, or Affiliates who promote primarily free courses.
(k) You will be mindful of who You do business with: You may not use marketing practices that attract fake customers. We, in our sole discretion, will make the determination whether someone is a fake customer.
(l) You will ensure your sub-affiliates follow all of Our terms: You have the right to work with a sub-affiliate network so long as your sub-affiliates follow Our Affiliate Terms. You understand that You are responsible for Your sub-affiliate’s compliance with these terms and that non-compliance by any of Your sub-affiliates may result in the termination of Your affiliate account.
(m) Wintrado Acad employees restricted from performing as Wintrado Acad affiliate and promoting Wintrado Acad as an affiliate.
These Affiliate Terms will begin and become effective upon Our acceptance of Your Application.
5. Affiliate Commissions
(a) Eligibility: Except in jurisdictions in which such a transaction is not permitted, You are eligible to earn affiliate commissions through Referrals (as defined in section (b) below) during the term of these Affiliate Terms, according to the calculation described below.
(b) Amount due: The exact amount of affiliate commissions due to You in any given quarter will be calculated in the following manner:
Commissions scheme with one-time payment $390 * | Commissions’ amount | Commissions’ percentage |
1-5 students per month | $105-527* | 27.0% |
6-10 students per month | $702-1170* | 30.0% |
11+ students per month | $1373+* | 32.0% |
*The numbers set provisionally and may vary depending on “special offers” or different payment schemes. Commission percentage is set as current.
(c) Payment of affiliate commissions will be made on a monthly basis. If Your account is terminated due to violation of these Affiliate Terms, We reserve the right to withhold all future payments owed to You.
(d) Affiliate payments are sent to you using direct payment system. Wintrado Acad sends payment directly to any affiliates as per provided Payment information. Affiliates are responsible for making sure they are able to accept payments from Wintrado Acad’s affiliate network.
(e) Affiliates are responsible for any and all charges, fees, taxes, exchange rates, surcharges and other expenses incurred in order to receive affiliate payments. Please check with your receiving banking institution to find out if any of these apply for your account.
(f) If We determine that payment of affiliate commissions to You in any jurisdiction is illegal under any laws, then We may reserve the right to not pay affiliate commissions for any sales made in that jurisdiction.
(g) We may withhold Your final payment for a reasonable time to ensure that the correct amount is paid to You.702-
6. Licenses
(a) You hereby grant Us a non-exclusive, non-transferable, revocable right to use Your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner of Our rights under these Affiliate Terms. However, We are under no obligation to advertise, market, promote, or publicize.
(b) We both agree not to use the other’s proprietary materials in any manner that is disparaging or that otherwise portrays the other in a negative light. We each reserve all of our respective rights in the proprietary materials covered by this license. Either one of us may revoke this license at any time by giving the other written notice ending our engagement under these Affiliate Terms and Your Affiliate status. Other than the license granted in these Affiliate Terms, we each retain all right, title, and interest to our respective rights and no right, title, or interest is transferred to the other.
7. Disclaimer
WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING WINTRADO ACAD. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
8. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THESE AFFILIATE TERMS UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE AFFILIATE TERMS, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE AFFILIATE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL FEES PAID TO YOU UNDER THESE AFFILIATE TERMS.
9. Indemnification
You agree to indemnify and hold harmless Wintrado Acad and its employees, representatives, agents, and affiliates, against any and all claims, suits, actions, or other proceedings brought against them based on or arising from any claim resulting from Your breach of these Affiliate Terms. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Us in connection with or arising from any such claim, suit, action, or proceeding.
10. Termination
Wintrado Acad or You can Each End Our Engagement Under these Affiliate Terms: Either Us or You may end these Affiliate Terms AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. The commission due is to be paid for the previous sales by Us.
11. Modification
From time to time, We may update these Terms to clarify Our practices or to reflect new or different practices, for example We may change the scope of Referral Fees, payment procedures, and Affiliate Program rules, or Referral Specifications or Referral Materials, and Wintrado Acad reserves the right in its sole discretion to modify and/or make changes to these Affiliate Terms at any time, at Our sole discretion. If We make any material change to these Affiliate Terms, You will automatically receive an email notifying You that changes were made and prompting You to agree to Our new Affiliate Terms. Modifications will become effective on the day they are posted unless stated otherwise.
12. Miscellaneous
(a) You represent and warrant to Us that:
(i) These Affiliate Terms constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with the terms and conditions set-forth herein;
(ii) You have the full right, power, and authority to accept and be bound by these Affiliate Terms and to perform Your obligations under these Affiliate Terms, without the approval or consent of any other party;
(iii) You have sufficient right, title, and interest in and to the rights granted to Us in these Affiliate Terms; and,
(iv) YOU HAVE READ AND TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THESE AFFILIATE TERMS PRIOR TO ACCEPTING THESE AFFILIATE TERMS.
(b) Independent Contractors. Each of us shall be deemed to be independent contractors with respect to the subject matter of these Affiliate Terms, and nothing contained in these Affiliate Terms shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship. You will not make any statement, whether on your site or otherwise, that contradicts or may contract anything in this paragraph.
(c) Assignability. You may not assign Your rights or obligations under these Affiliate Terms to any party, and any attempt to do so will be void and without effect. We are free to assign these Affiliate Terms.
(d) Governing Laws. These Affiliate Terms shall be governed by the substantive laws of Republic of Cyprus without reference to its choice or conflicts of law principles that would require the application of the laws of another jurisdiction, and shall be considered to have been made and accepted in the Republic of Cyprus. Any dispute that may arise in connection with these Affiliate Terms shall be resolved in accordance with our Terms and Conditions.
(e) You may not amend or waive any provision of these Affiliate Terms unless in writing and signed by both of us.
(f) Entire Agreement. These Affiliate Terms represent the entire agreement between Us and You, and shall supersede all prior agreements and communications between us, oral or written.
(g) Headings and Titles. The headings and titles contained in these Affiliate Terms are included for convenience only, and shall not limit or otherwise affect the terms herein.
(h) Severability. If any provision of these Affiliate Terms is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the both of us is effectuated, and the remainder of these Affiliate Terms shall have full force and effect.