EXHIBIT 6.7
[LOGO OF XXXXXXXX.XXX]
Education, Advertising & the Internet
Please review the following terms of the freeENGLISH Affiliate Program
Agreement.
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freeENGLISH Non-Exclusive Linking Agreement
This Agreement is between xxxxxxxx.xxx and you, the company ("you" or
"Company"), and relates to your company's participation in the freeENGLISH
Affiliate Program ("Program") and links from your company's web site to the
xxx.xxxxXXXXXXX.xxx web site ("freeENGLISH").
1. Program Links
a) You can link your site to freeENGLISH using specified URLs and links,
which will be provided by xxxxxxxx.xxx upon the acceptance of your
application into the Program. There is no limit to the number of links to
freeENGLISH that you can post on your site. You may add or remove links at
your discretion. You may decide where to post the links on your site.
b) You may not use any links to freeENGLISH which were not provided by
xxxxxxxx.xxx without prior written approval by xxxxxxxx.xxx. xxxxxxxx.xxx
will not be responsible for paying commissions to you for gross revenues
generated from a user entering freeENGLISH from your site if you have not
properly implemented the links and the URLs as specified by xxxxxxxx.xxx.
It is your responsibility to notify xxxxxxxx.xxx of any malfunctioning of
the link or any other problems with your participation in the Program.
c) xxxxxxxx.xxx will provide you with a link on freeENGLISH that allows
visitors from your site to return to the URL of the site you registered for
the Program. xxxxxxxx.xxx will remove this link upon your request.
xxxxxxxx.xxx may also remove this link at any time, at its sole discretion.
d) As a Program member, you may not promote your freeENGLISH links through
unsolicited emailing (i.e. spamming) and newsgroup postings.
2. Tracking Your Commissions
a) During the period of your participation in the Program and subsequent to
your active participation in the Program, xxxxxxxx.xxx will pay you a 15%
commission for all gross revenues generated from a user who initially
entered freeENGLISH directly through an xxxxxxxx.xxx designated link on
your site and who later entered freeENGLISH either through the ENGLISH PRO
Web Edition application, the same freeENGLISH link or through another link,
using the same USERID as when the user initially entered freeENGLISH.
"Gross Revenues" means the gross amounts received by xxxxxxxx.xxx from the
sale of advertisements, which advertisements were displayed to your users,
and from the sale of products and services through affiliate programs
established by xxxxxxxx.xxx, which products and services were sold to your
users. Gross Revenues are calculated after payment of any advertising
agency fees.
b) xxxxxxxx.xxx will electronically track the users that have visited
freeENGLISH from your site and will allow you to monitor the tracking. All
determinations of the commissions will be made by xxxxxxxx.xxx's in-house
accountant or its regularly engaged independent certified public
accountant, which determination shall be final and binding on the parties
hereto. Payments will be made in U.S. dollars within thirty (30) days after
the close of each calendar quarter for advertising revenues collected
during the prior calendar quarter, unless such payment amount is less than
$100.00. Payments of less than $100.00 shall be carried over to each
following calendar quarter
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free ENGLISH Affiliate Program Agreement Page 1
and shall be made within thirty (30) days after the close of the calendar
quarter in which the accumulated payment amounts equal $100.00 or more.
Notwithstanding the foregoing, all payments shall be made within thirty
(30) days after the close of the calendar year for amounts collected during
the prior calendar year or within thirty (30) days after termination of
this Agreement, whichever occurs first.
c) Within thirty (30) days after the end of each calendar month,
xxxxxxxx.xxx will make available to you a report listing the number of
users during the preceding calendar month, the Gross Revenues collected and
the commission due you.
d) xxxxxxxx.xxx will maintain books and records of Gross Revenues derived
from your users, in accordance with Generally Accepted Accounting
Principles. On an annual basis, xxxxxxxx.xxx shall engage at xxxxxxxx.xxx's
own expense, an independent auditor to certify xxxxxxxx.xxx's compliance
with the terms of this agreement and amount and accuracy of payments to you
made under this Agreement.
3. freeENGLISH Site Policy
a) xxxxxxxx.xxx shall have the sole right and responsibility for
determining the advertising pricing policy on freeENGLISH and the ENGLISH
PRO Web Edition application. All advertisements shall be subject to
acceptance by xxxxxxxx.xxx, in its sole discretion. All advertisements
accepted shall be subject to the terms and conditions of xxxxxxxx.xxx's
then current terms and conditions of advertising. Such terms may be changed
at any time, without notice to you. xxxxxxxx.xxx shall have no obligation
to advertise any company's products or services. Prices for advertisements
shall be set solely by xxxxxxxx.xxx and shall be consistent with prices for
freeENGLISH advertisements in similar geographic regions. xxxxxxxx.xxx
reserves the right to change its prices at any time, without notice to you
or advertisers.
b) You agree not to make any representations, warranties or other
statements concerning any customer service matter, including freeENGLISH
policies, advertising availability and/or pricing without the prior written
consent of xxxxxxxx.xxx and xxxxxxxx.xxx is not responsible or liable in
any manner for any such statements.
4. Special Promotions
You acknowledge that in the event that you and xxxxxxxx.xxx enter into any
special marketing and promotional activities not set forth in this Agreement,
there may be additional costs associated with such activities. You and
xxxxxxxx.xxx shall agree in advance in a written promotion schedule (signed by
an authorized representative of xxxxxxxx.xxx and your Company) as to the scope
of such special marketing and promotional activities and the amount of funds
and/or other resources to be contributed to such activities by you and
xxxxxxxx.xxx. Any and all promotion schedules shall be deemed appended to this
Agreement.
5. Site Qualification
We may exclude sites that we feel do not qualify for participation in the
Program because those sites:
a) promote sexually explicit material, alcohol or tobacco products,
b) promote violence,
c) promote illegal activities,
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d) promote discrimination based on race, sex, religion, national origin,
physical disability, sexual orientation or age, or
e) violate intellectual property rights of others.
6. Scope of Agreement
a) Participation in the Program constitutes your agreement to be bound by
the terms and conditions of this Agreement. xxxxxxxx.xxx reserves the
right, at its discretion, to change, modify, add or delete any portion of
this Agreement at any time. Notification of changes to this Agreement will
be posted in the Member's Section of the Program.
b) If the terms or conditions of this Agreement in its current form, or any
future changes to this Agreement are unacceptable to you, or cause you to
no longer be in compliance with the Agreement, you may terminate your
participation in the Program by ceasing use of the freeENGLISH links and
URL(s) and promptly notifying xxxxxxxx.xxx of the same (see Section 9
regarding termination).
c) xxxxxxxx.xxx may change, suspend or discontinue any aspect of the
Program at any time, including the availability of any Program feature,
database, or content, with thirty (30) days written notice.
7. Licensing; Ownership
a) xxxxxxxx.xxx grants you a revocable, limited, non-exclusive license to
use the name, logos, trademarks, service marks, trade dress, proprietary
technology, graphic banners or other information (the "xxxxxxxx.xxx
Intellectual Property"), as provided by xxxxxxxx.xxx during the
registration process, on your site for the sole purpose of creating a link
from your site to freeENGLISH during your participation in the Program. You
may not use the xxxxxxxx.xxx Intellectual Property for any other purpose.
Upon termination of this Agreement, you shall immediately terminate the use
of the xxxxxxxx.xxx Intellectual Property. Except as expressly set forth in
this Agreement, you may not copy, distribute, modify, reverse engineer, or
create derivative works from the xxxxxxxx.xxx Intellectual Property.
b) You grant xxxxxxxx.xxx a revocable, non-exclusive, worldwide,
royalty-free license to use any of your names, logos, trademarks, service
marks, trade dress, proprietary technology, graphic banners or other
information ("Your Intellectual Property"), submitted by you for
participation in this Program as reasonably necessary to perform its
obligations under this Agreement. xxxxxxxx.xxx may not use Your
Intellectual Property for any other purpose. Upon termination of this
Agreement, xxxxxxxx.xxx shall immediately terminate the use of Your
Intellectual Property. Except as expressly set forth in this Agreement,
xxxxxxxx.xxx may not copy, distribute, modify, reverse engineer, or create
derivative works from Your Intellectual Property.
c) Each party owns and shall retain all right, title and interest in its
names, logos, trademarks, service marks, trade dress, copyrights and
proprietary technology including without limitation, those names, logos,
trademarks, service marks, trade dress, copyrights and proprietary
technology currently used or which may be developed and/or used by it in
the future. The goodwill associated with the use of the same shall inure
solely to the benefit of the owning party.
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8. Image Scans
In the event that xxxxxxxx.xxx provides you with access to designated digitally
scanned images displayed on freeENGLISH, you agree to display the scans in their
entirety and to limit your use of the scans to the advertisement or review of
the displayed images in accordance with the U.S. Copyright Act. Should you
desire to modify or use the scans in a manner which is not in accordance with
the U.S Copyright Act, you agree to obtain the permission of the appropriate
copyright holder prior to such modification or use. You understand and agree
that you are solely responsible for compliance with the U.S. Copyright Act. In
addition, you may not provide the digital scans to third parties without prior
written permission from xxxxxxxx.xxx. This grant of access to designated
digitally scanned images shall not be construed to be a grant of access to use
any other copyrighted materials, including, but not limited to reviews,
articles, ad banners, photographs, images, illustrations, audio clips and video
clips displayed on freeENGLISH without prior written permission from
xxxxxxxx.xxx.
9. Termination
a) You may terminate your participation in the Program at any time by
sending an email with the Subject "Cancellation," along with your account
number to: xxxxxxxxx@xxxxXXXXXXX.xxx. xxxxxxxx.xxx will pay you all
commissions accrued until the point of termination and on a quarterly basis
thereafter, will continue to pay you all commissions due to you for your
users until such time as there are no active freeENGLISH users that had
registered on freeENGLISH from a link on your web site during your active
participation in the Program.
b) With thirty (30) days written notice, xxxxxxxx.xxx may, in its sole
discretion, terminate or suspend your participation in the Program for any
reason whatsoever, including, without limitation, breach of this Agreement
or assignment of this Agreement or any portion of this Agreement by you
without the prior written permission of xxxxxxxx.xxx, and such termination
notice may be sent by email to you. Subject to the foregoing restriction,
this Agreement shall be binding upon you and xxxxxxxx.xxx and your and
xxxxxxxx.xxx's respective heirs, executors, successors and assigns.
c) Upon termination by either you or xxxxxxxx.xxx, each of us will
immediately revoke the license referred to in Section 7 of this Agreement
and cease any and all use of the other's name, logos, trademarks, service
marks, trade dress, proprietary technology and graphic banners or other
information submitted or provided by the other party, and, promptly (within
ten (10) days) of the effective date of termination return or destroy all
assets (digital, proprietary or otherwise), including all whole or partial
copies thereof, belonging to the other; and, upon request of the other,
will certify the same in writing to the other.
d) Sections 7(c), 9, 10 and 11 shall survive termination of this Agreement.
10. Your Representations; Indemnification
a) You represent and warrant that any material that is displayed on your
site and/or provided by you for display on freeENGLISH will not:
i) infringe on any third party's copyright, patent, trademark, trade
secret or other proprietary rights;
ii) violate any applicable law, statute, ordinance or regulation;
iii) be defamatory or libelous;
iv) violate any applicable pornography or obscenity laws;
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v) promote violence or contain hate speech; or
vii) contain viruses, trojan horses, worms, time bombs, cancelbots or
other similar harmful or deleterious programming routines.
b) You agree to indemnify, defend and hold harmless xxxxxxxx.xxx and its
affiliates, directors, officers, employees and agents, from and against any
and all liability, claim, loss, damage, injury or expense (including
reasonable attorneys' fees) brought by a third party, arising out of a
breach, or alleged breach, of any of your representations, warranties or
obligations herein.
11. General Provisions
a) freeENGLISH and the Program are provided on an "as is" basis without
warranties of any kind, either express or implied, including, without
limitation, warranties or implied warranties of merchantability or fitness
for a particular purpose. In no event shall xxxxxxxx.xxx be liable to you
for any direct, indirect, special, exemplary, consequential or incidental
damages, whether such damages are alleged in tort, contract or indemnity
arising out of the use or inability to use the freeENGLISH, the failure for
any reason to return users to your site or loss of data, even if
xxxxxxxx.xxx is informed of the possibility of such damages. In the event
of dissatisfaction, your sole and exclusive remedy is to terminate
participation in the Program. xxxxxxxx.xxx is liable for any breach of this
Agreement with respect to the payment of commissions due to you and with
respect to the proper use of Your Intellectual Property as per this
Agreement.
b) xxxxxxxx.xxx agrees to defend, indemnify and hold you harmless for any
loss, damage or liability for any claimed infringement of any U.S. patent
right, copyright and trade secrets, or other proprietary rights asserted by
any third person arising out of your use of freeENGLISH or any xxxxxxxx.xxx
products, provided (1) that xxxxxxxx.xxx is promptly notified in writing by
you of any such claim against you, (2) that you authorize xxxxxxxx.xxx to
assume sole control over the defense of any such claim thereafter, together
with the right to settle or compromise such claim, and (3) that you make
available to xxxxxxxx.xxx such information, assistance and authority as may
be reasonably requested by xxxxxxxx.xxx in order to enable xxxxxxxx.xxx to
defend any such claim. In the event any such claim is asserted,
xxxxxxxx.xxx shall have the right without limitation, at its option either
(a) to obtain such rights and/or licenses from the claimant as may be
necessary to enable you to continue using and/or marketing the xxxxxxxx.xxx
Products which are the subject of the claim, and/or (b) to modify the
xxxxxxxx.xxx Products with respect to which such claim is asserted so as to
avoid further claimed infringement by such Person. xxxxxxxx.xxx further
agrees to indemnify and hold you harmless from and against any and all
liabilities, costs, damages and expenses (including legal costs) arising
out of or in connection with any issue for warranty. xxxxxxxx.xxx agrees to
indemnify you (including reasonable attorney's fees and costs of
litigation) against and hold you harmless from any and all claims by any
other party resulting from xxxxxxxx.xxx's acts, omissions or
representations, regardless of the form of action. A copy of xxxxxxxx.xxx's
current End User License Agreement for ENGLISH PRO Web Edition is attached
hereto as Exhibit A.
c) Each party shall act as an independent contractor and shall have no
authority to make or accept any representations or offers on the other's
behalf.
d) This Agreement has been made in and shall be construed and enforced in
accordance with the laws of the State of Nevada. Any action to enforce this
Agreement shall be brought in the federal or state courts located in Reno,
NV.
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e) If you need to send official correspondence, send it via certified mail
return receipt requested to:
xxxxxxxx.xxx
Suite 209, 0000 Xxxxxxxx Xxx
Xxxx, XX, XX 00000
Attn: General Counsel
f) The terms and conditions of this Agreement represent the entire
understanding between xxxxxxxx.xxx and you with respect to the subject
matter of this Agreement, and supersede all prior and contemporaneous
agreements express or implied, oral or written, except as herein contained.
You may not modify or amend this Agreement other than by an agreement in
writing signed by both xxxxxxxx.xxx and you.
I represent that I am an officer
or other authorized representative
of the Company with the power to
enter into this Agreement on behalf
of the Company. I have read and
understood this Agreement and agree
that the Company shall be bound by
all of its terms and conditions.
COMPANY | xxxxxxxx.xxx
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| /s/ Xxxx X. Xxxx
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Per: ----------------------------- |
| President & CEO
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