Affiliate Registration

NON-EXCLUSIVE SALES AGREEMENT

DATED TODAY

BETWEEN

TEACH AWAY INC., a corporation duly incorporated pursuant to the laws of the Province of Ontario (Hereinafter referred to as “Teach Away”)
─ and ─
TEFL Ambassador/ Affiliate corporation duly incorporated pursuant to the laws of Ontario (hereinafter collectively referred to as “TEFL Ambassador/Affiliate”)

WHEREAS:

Teach Away has developed comprehensive online Teach English as a Foreign Language (TEFL) courses, which are offered in conjunction with the OISE at the University of Toronto, the CIL at International House at UC Berkeley, and Manhattan College (the “Course”);

Teach Away markets the course to individuals pursuing English language teaching placements and such other interested persons and desires to enter an agreement with TEFL Ambassador/Affiliate to assist in the promotion of the Course;

TEFL Ambassador/Affiliate desires to secure the right to advertise and otherwise promote the Course in accordance with the terms of this Agreement in exchange for the Commission (as hereinafter defined);

NOW THEREFORE IN CONSIDERATION of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the execution of this Agreement by the Parties, it is agreed as follows:

The following terms are defined as follows:

“Commission” means the commission payable by Teach Away to TEFL Ambassador/Affiliate  in accordance with Section 6;

“Course” has the meaning given to it in the recitals to this Agreement; 

“IP” all intellectual property owned by, granted or licensed to or acquired by Teach Away, including, but not limited to that which is required or useful in or incorporated in or relate to the Course, and includes trademarks and trademark applications, trade names, logos, business marks, certification marks, patents and patent applications, copyrights, sketches, drawings, models, inventions, know-how, work product resulting from or relating to work or projects performed or to be performed, including interim and final lines of inquiry, hypotheses, research and conclusions and the methods, processes, procedures, analyses, techniques and audits used in connection with all research and conclusions, whether in draft, final form or any other stage of actual or anticipated development, designs, processes, inventions, technical expertise, research data, trade secrets, industrial designs and other similar property, and all registrations and applications for registration thereof, and also includes computer software of any type or form and in any stage of actual or anticipated development, including, but not limited to programs and program modules, routines, procedures, algorithms, design concepts, design specifications, source code, object code and load modules, programming and system designs, formulae, processes, patterns, discoveries, devices or compilations of information (including production data, technical and engineering data, test data and test results, and the status and details of the research and development of all products and services);

“Participants” means individuals who enroll to participate in the Course on the Site and “Participant” means any one of them; 

“Parties” means Teach Away and TEFL Ambassador/Affiliate  and “Party” means any one of them;

“Standard Linking Code” means the URL which Teach Away will provide to TEFL Ambassador/Affiliate  as a means of determining which Participants enrolled in the Course as a result of TEFL Ambassador/Affiliate 's promotional activities; 

“Cookie” means an HTTP cookie, web cookie, or browser cookie, a small piece of data sent from a website and stored in a user's web browser while a user is browsing a website; 

“Site” means the website on which Participants enroll for the Course; and

“User” means any unique visitor to the Site. Teach Away will record and track Users delivered to the Site as a result of TEFL Ambassador/Affiliate 's promotional activities by use of a Cookie.

Teach Away retains TEFL Ambassador/Affiliate to promote sales of the Course, subject to the terms and conditions of this Agreement.

Teach Away will provide TEFL Ambassador/Affiliate with such information and materials (which shall be considered IP for the purposes of this Agreement), which Teach Away believes in its sole discretion to be necessary for TEFL Ambassador/Affiliate  to promote the Course and Teach Away will keep the TEFL Ambassador/Affiliate  informed on all sales and promotional policies and programs concerning the Course and in effect from time to time, which may affect the obligations of TEFL Ambassador/Affiliate  to Teach away under this Agreement.  

All promotion of the Course by TEFL Ambassador/Affiliate  must be conducted in accordance with such prices, terms and conditions as are specified by Teach Away from time to time.

Teach Away will provide TEFL Ambassador/Affiliate  with a Standard Linking Code to allow users to be recorded and tracked through the use of a Cookie as a means of determining which Participants enrolled in the Course as a result of TEFL Ambassador/Affiliate 's promotional activities. In order for TEFL Ambassador/Affiliate  to be entitled to receive the Commission in respect of a Participant, subject to Section 6, such Participant must have a Cookie activated no more than thirty (30) days prior to the Participant’s enrollment for the Course on the Site.

If a Participant is reported to have a Cookie activated within thirty (30) days prior to the Participant’s enrollment for the Course on the Site, then, provided that Participant’s enrollment is fully paid and not refunded in accordance with the Course refund policy, Teach Away will pay TEFL Ambassador/Affiliate  a Commission of the pre-tax fee paid per Participant as per the following table. 

The Commission will be payable by Teach Away on the last business day of the month following the date the Commission accrued to TEFL Ambassador/Affiliate (i.e. commissions earned for sales made in April will be paid the last business day of May).
Commissions are paid out in Canadian and US currency and match the currency of the course fee charged to the student. If TEFL Ambassador/Affiliate can only accept payment in one currency, the Bank of Canada monthly exchange rate for the month of commissions earned will be used to calculate the amounts owing.
TEFL Affiliate/Ambassador will be asked to register for the Teach Away payment system and will be asked to remit invoices in order to receive payment.

This Agreement will be effective from the date first referenced above and may be terminated on the earliest occurrence of the following events:

at any time by agreement of the Parties; 

TEFL Ambassador/Affiliate  giving ten (10) days notice in writing of its desire to terminate to Teach Away;

Teach Away giving thirty (30) days notice in writing of its desire to terminate TEFL Ambassador/Affiliate.

A Party may terminate this Agreement immediately if: (i) the other Party fails in any material respect to perform any covenant, condition, or agreement to be performed by it under this Agreement; (ii) any representation or warranty made by the other Party herein or in any document furnished or to be furnished by any party in connection herewith was incorrect in any material respect at the date such document was furnished; (iii) the other Party makes an assignment for the benefit of its creditors or consents to the appointment of a trustee or receiver, or a trustee or a receiver is appointed for it or its assets without its consent; (iv) bankruptcy, reorganization or insolvency proceedings are filed by or instituted against the other Party; or (v) a controlling interest in the ownership of the other Party changes or the other Party transfers all or substantially all of its assets, and such transfer of assets or change in ownership has, in the terminating Party’s opinion, a material adverse effect on such Party’s ability to perform under this Agreement.

In the event of the Termination of this Agreement, all Commissions accrued to TEFL Ambassador/Affiliate  as of the date of such termination will be paid by Teach Away in accordance with the payment procedure outlined in Section 6.

Nothing in this Agreement obligates TEFL Ambassador/Affiliate  to engage in any promotional activities with respect to the Course; provided, however, that if Teach Away does not pay a Commission to TEFL Ambassador/Affiliate  for six (6) consecutive months, then Teach Away may, at its option, terminate this Agreement in accordance with Section 7. 

Nothing in this Agreement creates or is deemed to create a partnership or joint venture or agency relationship between TEFL Ambassador/Affiliate  and Teach Away or TEFL Ambassador/Affiliate  and the University of Toronto, and TEFL Ambassador/Affiliate  may not act, be deemed to act or purport to act as a partner or agent or otherwise on behalf of Teach Away or the University of Toronto, and neither TEFL Ambassador/Affiliate  nor any of its employees will be considered employees of Teach Away.

All Course enrollments to which a Commission does or may apply are subject to confirmation by Teach Away and it is understood that TEFL Ambassador/Affiliate  will not obligate or commit Teach Away to the sale or delivery of the Course without Teach Away’s confirmation of a Participant’s enrollment.

The relationship between Teach Away and TEFL Ambassador/Affiliate , including with respect to the IP, is as follows:

The rights granted to TEFL Ambassador/Affiliate  in this Agreement are non-exclusive;

The rights granted in this Agreement are limited in that TEFL Ambassador/Affiliate  may not use any logo of or otherwise cause any that may lead a person (including, but not limited to Participants) that TEFL Ambassador/Affiliate  is in any way affiliated with or otherwise partnering with or an agent of Teach Away or the University of Toronto or any faculty or entity thereof;

The branding of the Course in advertising or promotional materials by TEFL Ambassador/Affiliate  is subject to approval by and shall adhere to branding guidelines set out by Teach Away;

The rights of TEFL Ambassador/Affiliate  in this Agreement are non-transferrable and may not be assigned or sublicensed by TEFL Ambassador/Affiliate ;

TEFL Ambassador/Affiliate  may use the IP only in association with its promotion of the Course so long as the use by TEFL Ambassador/Affiliate  is in accordance with the instructions, standards of quality and specifications set by and/or approved by Teach Away in its sole discretion;

TEFL Ambassador/Affiliate  undertakes to use any of the IP strictly in accordance with the instructions, standards of quality and specifications of Teach Away, and to use the IP only in association with the Course;

TEFL Ambassador/Affiliate  shall indemnify, defend and hold harmless, Teach Away, its affiliates, successors and permitted assigns, and its directors, officers, employees, representatives and agents from and against all claims, suits, demands, losses, liabilities, costs and expenses (including reasonable legal fees on a substantial indemnity basis) incurred as a result of:

the breach of any covenant, representation or warranty made by TEFL Ambassador/Affiliate  herein; and 

the use of any of the IP by TEFL Ambassador/Affiliate  in breach of this Agreement.

Teach Away shall indemnify, defend and hold harmless, TEFL Ambassador/Affiliate , its suppliers, successors and permitted assigns, and its directors, officers, employees, representatives and agents from and against all claims, suits, demands, losses, liabilities, costs and expenses (including reasonable legal fees on a substantial indemnity basis) incurred as a result of: 

the breach of any covenant, representation or warranty made by Teach Away  herein. 

TEFL Ambassador/Affiliate  shall not indicate on any advertising or promotional materials that TEFL Ambassador/Affiliate  is affiliated with Teach Away or the University of Toronto or any of its faculties or entities;

TEFL Ambassador/Affiliate  cannot use the IP in any that is likely to prejudice the rights of Teach Away or the University of Toronto or any of its faculties or entities;

TEFL Ambassador/Affiliate  undertakes not to authorize a third party to use the IP unless approved in advance by Teach Away;

TEFL Ambassador/Affiliate acknowledges and agrees that it has no right, title or interest in or to the IP, nor any part of the IP, except as set out in this Agreement and that nothing in this Agreement will be construed as an assignment or grant to TEFL Ambassador/Affiliate of any right, title or interest in or to the IP other than as set out herein;

TEFL Ambassador/Affiliate further agrees to cooperate fully and in good faith with Teach Away for the purpose of securing or protecting Teach Away’s rights in the IP, including, without limiting the generality of the foregoing, the execution of documents or the provision of labels, advertising or other materials to Teach Away at its request;

TEFL Ambassador/Affiliate further agrees not to challenge directly or indirectly the right, title or interest of Teach Away in the IP; and

TEFL Ambassador/Affiliate will not do anything in its promotion of the Course or otherwise which is detrimental or otherwise adverse to Teach Away and its business interests or the brand developed by Teach Away. 

The Parties acknowledge and agree that the recitals to this Agreement are true and correct.

This Agreement shall be binding on the Parties and their successors, heirs and permitted assigns.

This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter contemplated and cancels and supersedes any prior understandings, agreements, negotiations and discussions, written or oral, between the Parties with respect thereto.  There are no representations, warranties, terms, conditions, undertakings or collateral agreements or understandings, express or implied, between the Parties other than those expressly set forth in this Agreement.

This Agreement may not be amended, supplemented or otherwise modified in any respect except by written instrument executed by the Parties.

Time is of the essence in all respects of this Agreement.

The Parties confirm that it is their wish that this Agreement, as well as other documents relating to this Agreement, including notices, have been and shall be drawn up in the English language only.  Les Parties aux présentes confirment leur volonté que cette convention de même que tous les documents, y compris tout avis qui s’y rattache, soient rédigés en langue Anglaise.

If a court of competent jurisdiction determines that any provisions of this Agreement are illegal or excessively broad, then this Agreement will be construed so that the remaining provisions will not be affected, but will remain in full force and effect, and any such illegal or overbroad provisions will be deemed, without further action on the part of any person or entity, to be modified, amended and/or limited to the extent necessary to render the same valid and enforceable in such jurisdiction.

From time to time after the date of this Agreement, upon the request of any party and without further consideration, each party will execute and deliver to the requesting party such documents and take such action as the requesting party reasonably requests to consummate more effectively the intent and purpose of the parties under this Agreement and the transactions contemplated by this Agreement.

No waiver by either party of any of the provisions of this Agreement will be effective unless explicitly set forth in writing and executed by an authorized officer of such party.  Except as otherwise set forth in the preceding sentence, no action taken pursuant to this Agreement will be deemed to constitute a waiver by either party of compliance with any representations, warranties or covenants made by the other party in this Agreement.  The waiver by any party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any prior or subsequent breach.

All notices and communication under the Agreement shall be addressed as follows:

For Teach Away, to: Teach Away Inc.affiliates@teachaway.comAttention: Zahid Rawat

For TEFL Ambassador/Affiliate, to: TEFL Ambassador/Affiliate [email with which registered] or to any other address or person as either Party may specify in writing from time to time.

This Agreement may be executed in counterparts, each of which shall be deemed to constitute an original and all of which taken together shall constitute one and the same document.  Transmission by fax or other electronic means shall be deemed to be due and sufficient delivery of such counterparts, provided that original copies are forwarded forthwith. 

IN WITNESS WHEREOF the Parties have executed this Agreement and affixed their seals by their officer duly authorized in this regard, all as of the date first above written.

By checking this box, the TEFL Ambassador/Affiliate agrees and acknowledges that they have the authority to bind the corporation to the above terms and conditions of this agreement.