Affiliate Program Terms and Conditions

Last updated September 12, 2023

By signing up for the LearnQ, Inc. Affiliate Program (“Program”), you are agreeing to be bound by the following terms and conditions (“Terms of Service”).

LearnQ, Inc. reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Program, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Program after any such changes shall constitute your consent to such changes.

1. Appointment: As an affiliate, you are appointed as a non-exclusive representative to endorse and promote LearnQ, Inc. products via your social media accounts to the target audience.

2. Term and Termination: The term of this agreement is one year from the date of your acceptance. Either party may terminate this agreement upon ten (10) days prior written notice if the other party breaches this agreement and does not cure such breach within such time period. Either party may terminate this agreement at any time without cause upon thirty (30) days prior written notice to the other party.

3. Deliverables: You agree to deliver the agreed number of posts on the agreed platforms on behalf of LearnQ, Inc. according to a delivery schedule specified by LearnQ, Inc.. LearnQ, Inc. has a maximum of ten (10) days to reject any deliverable and must notify you within ten (10) days of receipt of any deliverables that additional revisions and/or amendments will be requested.

4. Approval and Content: You understand that all promotions and products you promote as part of this agreement are controlled by and are the sole intellectual property of LearnQ, Inc.. The services provided by you shall conform to the specifications and instructions of LearnQ, Inc., abide by all rules and regulations of the relevant social media platforms, and are subject to LearnQ, Inc.'s acceptance and approval. You assume all responsibility for verifying that the campaign materials used meet LearnQ, Inc.'s approval. Further, you warrant that all blog posts, social media statuses, tweets, and/or comments should be in good taste and free of inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age.

5. Confidentiality and Exclusivity: During the course of your performance of services for LearnQ, Inc., you will receive, have access to and create documents, records, and information of a confidential and proprietary nature to LearnQ, Inc. and customers of LearnQ, Inc.. You acknowledge and agree that such information is an asset of LearnQ, Inc. or its customers, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of LearnQ, Inc. and its clients must be kept strictly confidential and used only in the performance of your duties under this agreement. You agree that you will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of LearnQ, Inc., or as otherwise directed by LearnQ, Inc. in the course of your performance of services under this agreement, and thereafter only with the written permission of LearnQ, Inc.. Upon termination of this agreement or upon the request of LearnQ, Inc., you will return to LearnQ, Inc. all of the confidential information, and all copies or reproductions thereof, which are in your possession or control. You agree that during the term of this contract, and for a three-month term afterward, you will not undertake influencer marketing for a competitor in the same vertical as LearnQ, Inc..

6. Compensation: In full consideration of your performance, your obligations, and the rights granted herein, you shall be paid the amount agreed upon between you and LearnQ, Inc. as set forth in the Schedule of Services. You will otherwise perform the services at your own expense and use your own resources and equipment. You acknowledge that the agreed-upon compensation represents your entire compensation with respect to this agreement and LearnQ, Inc. shall have no other obligation for any other compensation to or expenses or costs incurred by you in connection with this agreement. The compensation payable hereunder is to remunerate you for the advertising services you perform under this agreement, and was negotiated as to the fair market value of the services, considering the nature and volume of the services. LearnQ, Inc. and you agree that the benefits hereunder are not payment for, and are not in any way contingent upon, the referral of any item or service offered by either party to its customers or clients.

7. Compliance, including with FTC Guidelines: When publishing posts/statuses about LearnQ, Inc.'s products or services, you must comply with applicable law, and must clearly disclose your “material connection” with LearnQ, Inc., including the fact that you were given consideration for your services. The disclosure should be clear and prominent and made in close proximity to any statements you make about LearnQ, Inc. or LearnQ, Inc.'s products or services. This disclosure is required regardless of any space limitations of the medium, including but not limited to Twitter where the disclosure can be made via hashtags, e.g., #sponsored. Further, your statements should always reflect your honest and truthful opinions and actual experiences. You should only make factual statements about LearnQ, Inc. or LearnQ, Inc.'s products which you know for certain are true and can be verified.

8. Payment Terms: Payments will be made in accordance with the terms set forth in the Schedule of Services.

9. Force Majeure: If either party is unable to perform any of its obligations by reason of fire or other casualty, strike, act or order of public authority, act of God, or other cause beyond the reasonable control of such party, then such party shall be excused from such performance during the pendency of such cause.

10. Independent Contractor: You are retained as an independent contractor of LearnQ, Inc.. You acknowledge and agree that (i) you are solely responsible for the manner and form by which you perform under this agreement, and (ii) you perform services similar to the services outlined in the attached Schedule of Services for various entities and individuals other than LearnQ, Inc.. You are responsible for the withholding and payment of all taxes and other assessments arising out of your performance of services, and neither you nor any of your employees or independent clients shall be entitled to participate in any employee benefit plans of LearnQ, Inc.. If you have obtained employees or agents (the “Influencer Personnel”), you shall be solely responsible for all costs associated with Influencer Personnel, and you shall be solely responsible for all acts and omissions of such Influencer Personnel.

11. Choice of Law: This agreement is governed by the laws of California State, excluding its conflict-of-laws principles.

By signing up for the LearnQ, Inc. Affiliate Program, you agree to be bound by these terms and conditions.