This Non-Disclosure Agreement (the “Agreement”) is entered into as of the _30th_ day of _September___, 2024 (the “Effective Date”) by and between:
Simply Prosper Academy, an educational website specializing in entrepreneurial e-courses and e-books, with its principal office located at ____________________ (“Disclosing Party”); and
[Affiliate’s Name], with its principal office located at ____________________ (“Receiving Party”).
The Disclosing Party and Receiving Party may each be referred to as a “Party” or collectively as the “Parties.”
The Disclosing Party intends to disclose certain Confidential Information to the Receiving Party for the purpose of discussing, evaluating, or engaging in a potential affiliate partnership, in which the Receiving Party will promote the Disclosing Party’s educational website and receive affiliate marketing content and strategies (the “Purpose”).
For the purposes of this Agreement, “Confidential Information” means any data or information, oral or written, disclosed by the Disclosing Party to the Receiving Party that is marked as confidential or would reasonably be understood as confidential, including but not limited to:
• Business plans, marketing strategies, or product information
• Proprietary educational content, e-books, e-courses, and other educational materials
• Customer lists, pricing, and sales data
• Website traffic analytics and performance metrics
• Technical information regarding the website’s systems or platforms
• Affiliate marketing strategies, tools, and content provided by the Disclosing Party
• Any and all financial information
Confidential Information does not include information that:
• Is or becomes publicly available through no breach of this Agreement;
• Is rightfully received from a third party without breach of any obligation of confidentiality;
• Is independently developed by the Receiving Party without the use of Confidential Information; or
• Is required to be disclosed by law or by a valid court order.
The Receiving Party agrees to:
• Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party;
• Use the Confidential Information solely for the Purpose;
• Take all reasonable precautions to prevent any unauthorized disclosure or use of the Confidential Information;
• Return or destroy any Confidential Information upon termination of this Agreement or at the request of the Disclosing Party.
The Receiving Party (Affiliate) agrees to uphold the following responsibilities in connection with the promotion of Simply Prosper Academy:
• Legal Compliance: Affiliates must comply with all applicable laws and regulations, including but not limited to advertising, consumer protection, and privacy laws, as well as the terms and conditions outlined by Simply Prosper Academy.
• Ethical Practices: Affiliates must promote the educational content and services provided by Simply Prosper Academy in an ethical manner, ensuring that no misleading, fraudulent, or deceptive practices are used in marketing or advertising.
• Moral Integrity: Affiliates must maintain a standard of moral integrity in their promotion efforts, avoiding content or tactics that promote hate speech, discrimination, or any other harmful behavior.
• Brand Representation: Affiliates are required to accurately represent the Simply Prosper Academy brand and avoid making unauthorized claims about the products or services that have not been approved by the Disclosing Party.
This Agreement shall be effective as of the Effective Date and shall remain in effect for a period of one (1) year, unless otherwise terminated by either Party with thirty (30) days’ written notice.
In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief, including, but not limited to, preliminary and permanent injunctive relief, as well as damages or any other legal remedies available to it at law or in equity.
Nothing in this Agreement shall be construed as granting any rights to the Receiving Party under any intellectual property rights of the Disclosing Party, except as expressly set forth in this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law provisions.
This Agreement is applicable globally, and the Receiving Party agrees to comply with the legal standards and regulations of all regions in which they operate or promote the Disclosing Party’s content.
• Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes any prior discussions, agreements, or understandings.
• Amendments: Any amendments to this Agreement must be made in writing and signed by both Parties.
• Waiver: The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision.
• Severability: If any provision of this Agreement is found to be unenforceable, the remainder of the Agreement shall remain in full force and effect.
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1. Introduction
This Affiliate Program Agreement (the “Agreement”) sets forth the terms and conditions for participation in Simply prosper academy’s Affiliate Program (the “Program”). By submitting an application to participate in the Program, you (“Affiliate”) agree to be bound by the terms of this Agreement. If you do not agree to all the terms, you may not participate in the Program.
2. Program Participation
2.1 Eligibility: Participation in the Program is open to individuals or entities who have submitted an application and have been approved by Simply prosper academy. Approval is at the sole discretion of Simply prosper academy.
2.2 Affiliate Obligations: Affiliates must maintain accurate information in their application and update it as necessary. Affiliates agree to comply with all applicable laws, regulations, and guidelines related to the promotion of Simply prosper academy’s products or services.
2.3 Termination: Simply prosper academy reserves the right to terminate this Agreement or the Affiliate’s participation in the Program at any time, with or without cause, by providing written notice to the Affiliate. Affiliates may also terminate their participation by providing written notice to Simply prosper academy.
3. Commission and Payment
3.1 Commission Structure: Affiliates will earn a commission on qualifying sales referred through their unique affiliate link. The commission rate and terms are outlined in the Affiliate Dashboard.
3.2 Payment Terms: Commissions are paid on a monthly basis, provided the Affiliate has reached the minimum payout threshold. Payment will be made via the method selected by the Affiliate in their application. Simply prosper academy is not responsible for any fees charged by the payment provider.
3.3 Taxes: Affiliates are responsible for paying all taxes, including but not limited to income taxes, that may apply to their earnings from the Program. Affiliates are required to provide accurate tax information as requested by Simply prosper academy.
4. Marketing and Promotion
4.1 Approved Marketing Materials: Affiliates may use only the marketing materials provided or approved by Simply prosper academy. Unauthorized use of materials, or any content that violates the rights of any third party, is prohibited.
4.2 Prohibited Activities: Affiliates may not engage in any misleading, deceptive, or fraudulent marketing practices. This includes but is not limited to spamming, misleading advertising, or making false claims about Simply prosper academy’s products or services.
4.3 Compliance with Laws: Affiliates must comply with all applicable local, national, and international laws and regulations, including those related to advertising, privacy, and data protection.
5. Confidentiality and Non-Disclosure
5.1 Confidential Information: Affiliates may have access to confidential information, including but not limited to product information, pricing, and marketing strategies. Affiliates agree to maintain the confidentiality of such information and not disclose it to any third party without the prior written consent of Simply prosper academy.
5.2 Non-Disclosure Agreement (NDA): If applicable, Affiliates may be required to sign a separate Non-Disclosure Agreement (NDA) that is compliant with local laws and regulations. The NDA will be provided in the local language where necessary.
6. Intellectual Property
6.1 Use of Trademarks: Affiliates may use Simply prosper academy’s trademarks, logos, and branding only as provided or approved by Simply prosper academy. Unauthorized use of Simply prosper academy’s intellectual property is prohibited.
6.2 Content Ownership: All content, including but not limited to text, images, and videos, provided by Simply prosper academy remains the property of Simply prosper academy. Affiliates may not modify or create derivative works based on Simply prosper academy’s content without express written permission.
7. Indemnification
7.1 Affiliate Indemnity: Affiliates agree to indemnify, defend, and hold harmless Simply prosper academy, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses arising from or related to the Affiliate’s participation in the Program, including any breach of this Agreement.
8. Limitation of Liability
8.1 No Warranties: Simply prosper academy makes no express or implied warranties regarding the Program or any products or services sold through the Program.
8.2 Limitation of Damages: Simply prosper academy shall not be liable for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement, even if advised of the possibility of such damages.
9. Governing Law and Dispute Resolution
9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Your Country/State, without regard to its conflict of law principles.
9.2 Dispute Resolution: Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with the rules of [Arbitration Body], with the arbitration taking place in your location.
10. Miscellaneous
10.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral.
10.2 Amendments: Simply prosper academy reserves the right to modify or amend this Agreement at any time, with notice provided to Affiliates via email or the Affiliate Dashboard. Continued participation in the Program constitutes acceptance of the modified Agreement.
10.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.4 Assignment: Affiliates may not assign or transfer their rights or obligations under this Agreement without the prior written consent of Simply prosper academy.