This agreement between You ("Publisher") and Language International Inc. ("Language International") sets out the terms and conditions ("Terms and Conditions") applicable to your participation in the Language International Publisher Program (the "Program"). The Program, as generally offered by Language International, is described on http://www.languageinternational.com/publisher or such other URL as Language International may provide from time to time. "You" or "Publisher" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by these Terms and Conditions.
Language International shall have absolute discretion as to whether or not it accepts a particular applicant or site for participation in the Program. Sites are ineligible to participate if they do not conform with the terms of the Language International Affiliate Acceptable Use Policy, located online at AAUP (the 'AAUP'). In order to participate as a publisher in the Program, all participants must be at least eighteen years of age. Applicants represent and warrant that all information submitted to Language International shall be true, accurate and complete.
Any course search results, course information, course search box, pay-per-click advertisements, links, insertion code, and any Language International logos or other elements supplied by Language International for use on Affiliates' websites or websites co-branded by Language International and Affiliate (collectively, "Program Elements") may only appear on URLs that Language International has reviewed and accepted for participation ("Accepted URLs"). Publisher shall advise Language International of any changes in the type of content accessible at any such accepted URL. Publisher agrees to comply with the specifications provided by Language International from time to time to enable proper delivery, display, tracking and reporting of Program Elements.
Publisher shall label each displayed Program Element with the phrase "Language courses by Language International" at least 116 X 23 pixels in size, wherein the word "Language courses" shall be hyperlinked to http://www.languageinternational.com and the word "Language International" shall be the Language International Logo Image and shall also be hyperlinked to http://www.languageinternational.com. The Language International Logo Image can be found at: http://www.languageinternational.com/images/logo_small.jpg.
Publisher agrees to abide by all terms of the AAUP. Language International reserves the right in its sole discretion to suspend Publisher's participation in the Program if it suspects any violations of the AAUP. Publisher hereby agrees to defend, indemnify and hold Language International harmless from and against any claims, demands, liabilities, expenses, losses, damages and attorney fees arising from or relating to a violation or purported violation by Publisher of the AAUP. The foregoing shall be in addition to, and not in lieu of, any other remedies that Language International may have as a result of a violation of the AAUP by Publisher.
Publisher shall receive payment related to the revenue actually received by Language International with respect to valid clicks in relation to Program Elements displayed on Accepted URLs, in each case as determined by Language International for its participants in the Program in its sole discretion. Publisher shall not be compensated for any transactions generated by Publisher or any party acting on Publisher's behalf. In addition, if Language International is responsible for refunding revenue to a job sponsor or other advertiser because of artificial and/or fraudulent impressions or clicks or bookings, then Publisher shall refund the share of that revenue paid to Publisher.
Language International shall pay Publisher via PayPal within 30 days of the end of each calendar quarter for all students that have started their program in that calendar quarter; provided the amount owing to Publisher is at least one hundred US dollars ($100). If the amount owing to Publisher is less than $100, the balance will carry over to subsequent calendar quarters until such time that the quarter-end balance is at least one hundred US dollars ($100). Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher Account.
Language International may withhold any and all payment if Publisher is in breach of any Terms and Conditions and Language International shall have no further liability to Publisher.
Either party may terminate this Agreement and participation in the Program at any time by sending a notice by email to publishers-at-languageinternational dot com or other email address specified by Language International in the case of Language International, and to the email address specified in Publisher's profile in the Program in the case of Publisher.
Upon termination of a publisher from the Program, for any reason and by either party, Publisher shall immediately remove all insertion codes and other Program Elements from all pages of its Web sites.
Publisher shall not disclose Language International Confidential Information without Language International's prior written consent. "Language International Confidential Information" includes without limitation: (a) all Language International software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates, conversion rates, or other performance statistics relating to the Program provided to Publisher by Language International; and (c) any other information designated in writing by Language International as "Confidential" or an equivalent designation.
LANGUAGE INTERNATIONAL'S PROVISION OF THE PROGRAM AND PROGRAM ELEMENTS (THE 'SERVICE') IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LANGUAGE INTERNATIONAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LANGUAGE INTERNATIONAL MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET PUBLISHER'S REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
LANGUAGE INTERNATIONAL SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR OTHER DAMAGES INCURRED BY PUBLISHER FROM PARTICIPATION IN THE PROGRAM, WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. IN NO EVENT SHALL LANGUAGE INTERNATIONAL'S AGGREGATE LIABILITY EXCEED THE AMOUNT OF FEES THEN DUE TO PUBLISHER AS DETERMINED PURSUANT TO THESE TERMS AND CONDITIONS.
(i) Language International reserves the right to change the Terms and Conditions at any time.
(ii) Publisher grants Language International permission to refer to Publisher and its Websites in its marketing materials.
(iii) These Terms and Conditions and any dispute arising from participation in the Program shall be governed according to the laws of the State of Delaware.