As used in these Terms and Conditions, “we,” “us” or “ANP™” means Academy of Newborn Photography™. and “you,” “your" or “Affiliate,” means you as the affiliate participating in this program. “Affiliate Site” individually and collectively means your website and/or e-mail communications and/or software applications. “Affiliate Member Program” means the program we manage or control by which participating entities place links on their Affiliate Site that connect to the ANP™ website and for which a commission is earned for new ANP™ students.
a. You must have completed either the Certificate in Newborn Photography or Advanced Certificate in Newborn Photography Courses and hence signed up for an account to join the ANP™ Affiliate Member Program.
Once registered, and we have approved your enrolment, you become a participant in the Affiliate Member Program.
Current and former ANP™ contractors, employees, and members of ANP™ employees’ immediate family are prohibited from participation in the Affiliate Member Program.
b. We use PayPal to remit commissions to our affiliates. In order for us to pay you your commissions, you must have a PayPal account linked to the e-mail address you used when registering for an ANP™ account.
PayPal is a third-party service provider, and your use of PayPal is subject to the terms and conditions of PayPal, Inc.
ANP™ will not have any liability or support obligations for any issues relating to your PayPal account.
c. Affiliates are not eligible for commissions from their own personal accounts or any account directly linked to them, including referred accounts with exact same names, billing address, or e-mail addresses.
d. We currently offer affiliates the following commissions for referred accounts: Affiliate Members will be offered 15% commission on the Course Price (less any discounts redeemed). For students undertaking our monthly payment plans Affiliate Members will receive 15% of each monthly instalment. For students who make full payment upfront Affiliate Members will receive 15% of the full payment.
a. Once you have signed up as an affiliate, we will provide you with a unique Partnership link (“Link”) that links to an ANP™ website to start the enrolment process.
Whenever you tell a potential new subscriber about ANP™ and how we can improve their knowledge and skills, you or the potential new student will just use that Link, and we will take care of the rest. You must use the Link, otherwise we have no way of tracking or knowing where the new subscriber came from, and we will not be able to pay you your commissions.
To qualify under the Affiliate Member Program, any new student must not have been a previous student to any of our Services.
b. You and ANP™ will cooperate in good faith to promote the Services. Each Link will permit recipients to navigate directly to a page on an ANP™ website designated by us via a special tagged link format.
a. ANP™ hereby grants to you during the Term (defined in Section 6 below) a non-exclusive, non-transferable, revocable, royalty-free license to establish hyperlinks between your Affiliate Site and the ANP™ website and to use ANP™’s trade names, logos, trademarks and service marks (the “Marks”) solely for the purpose of marketing and promoting the Services.
b. The foregoing license does not include the right to, and Affiliate will not, modify the Marks in any manner, incorporate any of the Marks into any other trademark or service mark, or combine the Marks with any other words, logos, designs, service marks or trademarks. Affiliate will comply with any trademark usage guidelines and instructions provided by ANP™ in connection with Affiliate’s use of the Marks. We will have the right to review and monitor Affiliate’s use of the Marks. If there is any non-compliance with such guidelines and instructions, at ANP™’s request and direction, Affiliate will, at its sole cost, promptly correct any non-complying use of the Marks. Affiliate will not adopt brands, logos, trademarks, service marks, trade names or other marks which are the same as or confusingly similar to the Marks. Affiliate’s use of the Marks in any advertisement, web page, promotional materials, or other item shall be subject to ANP™’s prior review and approval, and Affiliate will furnish to ANP™ an advance copy of each such items. All goodwill arising from Affiliate’s use of the Marks will inure solely to the benefit of ANP™. Affiliate will at all times maintain a high-level of quality for the Affiliate Site.
c. Except as set forth above, we each reserve all right, title and interest in our respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of Marks except as set forth herein is strictly prohibited.
As an affiliate, you may participate in discussions in the ANP™ Forums Community. Your participation in those forums and message boards is subject to our Terms of Service.
Affiliate will conduct its business and activities in a manner that promotes a good, positive image and reputation for ANP™ and the Services. Without limiting the generality of the foregoing, Affiliate will not:
a. use any inappropriate form of promotional, marketing, or advertising activity with your Link or Affiliate Site, which includes use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to ANP™ and the Services;
b. engage in any unfair or deceptive trade practice involving the Services;
c. participate in any promotion, advertising, marketing, or sale of any imitation of the Services;
d. include or provide for in any Affiliate Site any page, screen, or social media platform that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities, violates intellectual property rights of third parties, or contains or promotes deceptive information; and
e. impersonate any ANP™ employee;
f. use any Marks to mislead potential new subscribers into believing you are endorsed or employed by ANP™;
g. use the string “ANP™” for any website domain name;
h. spam or send bulk-emails including Links;
i. use paid advertising, search, or social pages for promoting Links;
j. use its own Link to purchase any Services; and
k. make or authorize any proposal, representation, warranty, guarantee, or communication relating to the Services that is inconsistent with ANP™’s standard terms and policies, or that has not been approved or otherwise authorized by ANP™ in writing.
a. All Affiliates are required to complete and submit proper tax information to ANP™ before commission payments will be issued.
b. You don’t have to worry about collecting any funds from any of the new students you refer to us. ANP™ will bill the customer directly and will be solely responsible for collecting payment. When a new student enrols to the Services through your Link and continues a paid enrolment for at least 30 days, we’ll then pay you a commission based on the amount of the monthly payment/s we collect from them as an ANP™ student, including those amounts we collected in the first 30 days. The base commission for any affiliate is 15 percent (15%) of the monthly revenue received from such students.
c. As an Affiliate of the Affiliate Member Program, we will provide you with access to the Affiliate Member Program Dashboard using your log-in credentials. There, you can see a summary report for all new subscriptions directed from your Link for both paid and trial plans, including information on new student pricing plans and the associated commissions.
d. Approved commissions following the first 30-day period will be payable to you within 7 days of the end of each calendar month. We will pay you your commission through your PayPal account as long as you have a balance of $100 or more “Due in Next Payment” and a minimum of two new subscribers.
e. You and ANP™, will be responsible for paying any applicable taxes and duties that may be imposed with respect to any compensation, commissions, or payments received under or in connection with this Agreement.
f. At ANP™’s discretion, it may increase affiliate commissions based on performance on a case-by-case basis and may revert back to the original percentage if performance does not remain consistent. ANP™ does not guarantee increases in commission to any affiliate, and ANP™ retains the right to change, modify, or cancel any commission plan at any time.
a. The term of this Agreement (the “Term”) will begin upon your acceptance of this Agreement and will end when terminated. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other at least five (5) days written notice of termination.
b. You are only eligible to earn commissions on new enrolments occurring during the Term and that remain subscribed for at least 30 days as of the effective date of termination. ANP™ may, in its sole discretion, pay you commissions for any new students that remain subscribed for 30 days after the effective date of termination, but not has no obligation to do so.
Each of us hereby represents and warrants to the other that:
a. it has full power and authority to enter into this Agreement and to perform its obligations hereunder;
b. it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement; and
c. it will perform its obligations in compliance with all laws, rules, and regulations applicable to its activities pursuant to this Agreement.
a. ANP™ will remain solely responsible for the operation of the ANP™ website and Services, and you will remain solely responsible for the operation of the Affiliate Site. Each party acknowledges that
i) their respective sites may be subject to temporary downtime due to causes beyond their reasonable control, and
(ii) it retains sole right and control over the programming, content, and conduct of transactions over its respective site or service.
b. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICES AND AFFILIATE MEMBER PROGRAM ARE PROVIDED “AS IS,” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANP™ EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR THROUGH COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY REGARDING
(I) THE AMOUNT OF COMMISSIONS AFFILIATE MAY GENERATE DURING THE TERM, AND
(II) ANY ECONOMIC OR OTHER BENEFIT THAT AFFILIATE MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.
c. UNDER NO CIRCUMSTANCES WILL ANP™ BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY CLAIMS FOR LOST PROFITS, LOST BUSINESS, OR LOST DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF ANP™ HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. ANP™’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER CAUSE OF ACTION WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE UNDER THIS AGREEMENT IN THE THREE-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of any Affiliate Site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights in respect of your Affiliate Site and activities under this Agreement.
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with ANP™ and limits the manner in which you can seek relief from us.
a. Except for small claims disputes in which you or ANP™ seek to bring an individual action in small claims court, you and ANP™ waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement resolved in court. Instead, all disputes arising out of or relating to this Agreement will be resolved through confidential binding arbitration held in Queensland, Australia.
b. YOU AND ANP™ AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT IS PERSONAL TO YOU AND ANP™ AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.
c. You and ANP™ agree that this Agreement affect interstate commerce and that the enforceability of this Section 11 will be substantively and procedurally governed by the Federal Arbitration Act, to the maximum extent permitted by applicable law. All disputes between ANP™ and you will be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. As limited by the FAA, this Agreement, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, consolidate more than one individual’s claims, or preside over any proceeding involving more than one individual, all of which are prohibited by this Agreement. You and ANP™ agree that for any arbitration you initiate, you will pay the filing fee and ANP™ will pay the remaining fees and costs. For any arbitration initiated by ANP™, ANP™ will pay all fees and costs. You and ANP™ expressly agree that the state and federal courts of Queensland, Australia shall have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
d. Any claim related to this Agreement must be filed within one year after the claim arose; otherwise, you and ANP™ no longer have the right to assert the claim.
e. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 11 by sending a written letter to ANP™, Attn: Attention: Affiliate Member Program, Shop 6, 44 Douglas Street MILTON QLD 4064 that specifies (i) your name, (ii) mailing address, and (iii) your request to be excluded from the final, binding arbitration procedure specified above. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 12(c) of this Agreement.
a. You and ANP™ are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us.
b. Neither you or we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.
c. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Queensland, without reference to its conflict of laws provisions. You and ANP™ expressly agree to exclusive jurisdiction in any competent court in Queensland, Australia.
d. Any notices under this Agreement will be given in writing. Notices may be given by electronic mail and will be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notices sent via traditional means will be sent via postal mail or certified mail, return receipt requested. Notices to ANP™ will be sent to: ANP™, Attention: Affiliate Member Program, Shop 6, 44 Douglas Street, MILTON, QLD 4064
e. You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
f. The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
g. This Agreement represents the entire agreement between you and us with respect to the subject matter covered by this Agreement and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.
h. If any provision of this Agreement is determined to be invalid, unlawful, void, or unenforceable to any extent, such provision will be interpreted to best reflect the parties’ intent, and the remainder of this Agreement will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.