Updated on 01 July 2020
Edna (“Edna,” “us,” “we,” or “our”) is an Australian-based organisation which complies with all relevant Australian Commonwealth, State and Territory legislation and regulatory requirements relevant to our operations. This is a legal agreement between you (“you,” “your,” or “yours”), and Edna. By applying to become an Affiliate with us, you are agreeing that you have read and understood these Terms and you agree to be legally responsible for the Terms set forth.
The Terms contained herewith contain the complete terms and conditions that apply to you when you are approved to participate in our Affiliate Program. The purpose of these Terms is to enable you to make affiliate commissions through sales generated from your website or platform to our services in the manner set forth herein.
These Terms constitutes your legal, valid and binding obligation, enforceable against you in accordance with the Terms set forth. You have read and taken into account the limitation of liability and warranty disclaimer provisions of these Terms prior to accepting these Terms.
Each of us shall be deemed to be independent contractors with respect to the reference of these Terms and nothing contained in these Terms shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship. You will not make any statement, whether on your website or platform, that contradicts or may contradict anything in these Terms.
You may not amend or waive any provision of these Terms unless in writing and agreed to by both parties – us and you. These Terms represent the entire agreement between us and you, and shall supersede all prior agreements and communications between us, oral or written. If any provision of these Terms is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of both parties is effectuated, and the remainder of these Terms shall have full force and effect.
These Terms are governed by the laws of the State of Victoria, Australia.
We make no express or implied representations or warranties regarding Edna. Any implied warranties of merchantability, fitness for a particular purpose, accuracy, reliability and non-infringement are expressly disclaimed and excluded. We make no representation that the operation of our website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
3. Limitations of Liability
We will not be liable to you with regards to any subject matter of these Terms under any agreement, negligence, tort, strict liability, or other legal or equitable theory for any indirect, incidental, consequential, special, or exemplary damages, even if you have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in these Terms, under no circumstance shall our cumulative liability to you arising out of or related to these Terms, whether based in agreement, negligence, strict liability, tort or other legal or equitable theory, exceed the total referral fees paid to you under these Terms.
You agree to indemnify and hold harmless Edna and our employees, representatives, agents and other affiliates against any and all claims, suits, actions, or other proceedings brought against us based on or arising from any claim resulting from your breach of these Terms. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable legal fees and costs awarded against or otherwise incurred by us in connection with or arising from any such claim, suit, action, or proceeding.
You grant us a non-exclusive, non-transferable, revocable right to use your name(s), title(s) and logo(s) in our advertising, marketing, promoting, and publicising in any manner of our rights under these Terms.
We agree not to use each other’s proprietary materials in any manner that is disparaging or that otherwise portrays the other in a negative light. We reserve all of our respective rights in the proprietary materials covered by this license and each may revoke this license at any time by giving the other written notice to end our engagement under these Terms. Other than the license granted in these Terms, we each retain all rights, title(s), and interest(s) to our respective rights and no rights, title(s), or interest(s) is transferred to the other.
You understand that we may choose to accept or reject your application to participate in our Affiliate Program at our sole discretion. Should we choose to accept your enrolment into our Affiliate Program, you will receive an e-mail confirmation that your application has been approved. Your application will be rejected if any of the information you provide is incorrect or incomplete; if your website or platform promotes content of a prejudicial, discriminatory, sexual, pornographic, violent or defamatory nature; if your website or platform violates any applicable law or the intellectual property rights of another party; or for any other reason we deem fit.
During your time participating in our program, you must ensure that your information, including your e-mail address is accurate at all times. We may send communications to the e-mail address associated with your account. You will be deemed to have received all notifications, approvals, and other communications sent to that e-mail address, even if the e-mail address associated with your account is no longer current.
6. Obligations and Responsibilities
As a member of our Affiliate Program, you represent, warrant, and covenant that you will:
- Implement the links, banners, and other means of linking your website to our services pursuant to the referral specifications set forth in our the Affiliate Program. You will also be able to download certain technical and marketing materials, including links, banner ads, copy, HTML code and other content, and any documentation for the foregoing. When our customers click on your referral link to purchase an item on our platform, you can receive commissions for eligible purchases as described.
- Follow and comply with all applicable copyright and other laws that pertain to your website or platform. We will not be responsible if you use another person’s copyrighted material in violation of the law, or break any other laws.
- Not directly or indirectly, for yourself or on behalf of another, solicit business away from, or solicit, induce, influence, or encourage any of our Instructors to upload their courses on your website or platform, or otherwise alter, terminate or breach their contractual or other business relationship with us.
As a member of our Affiliate Program, you understand and agree that:
- You hereby give us the right to monitor your website or platform at any time to determine if you are following these Terms, and to notify you of any changes we feel you should make to remain in compliance. You must also comply with any requests we make for you to take down specific content from your website or platform. Failure to comply is a violation of these Terms and grounds for termination of your affiliate status.
- You must not bid on Edna-branded keywords to promote our courses. This applies to all advertising platforms and to all affiliates unless direct approval from Edna is granted.
- You may not promote our content ad our courses on a website that contains any form of prejudicial, misleading, defamatory, obscene, illegal, bigoted, pornographic, or any other content deemed offensive by us.
- You must not use cookie stuffing techniques or click-generators that set the tracking cookie without the user actually clicking on the referral link. You will not artificially generate clicks or impressions on your website or platform, or create visits on the Edna website, whether by way of a robot or software program or otherwise.
- You must ensure that his or her media does not copy or resemble the look and feel of the Edna website or create the impression that your media is part of our company’s website. You also understand that using the language found on our website verbatim is not allowed unless it is to describe the content found on any given course landing page.
- You are permitted to create your own promotional materials using pages from our website as reference. You may not use any of our images or videos to promote the courses and services. Violation of this provision may result in the immediate termination of your affiliate account.
- You must not misrepresent or embellish the relationship between you and Edna or imply any relationship or affiliation between you and Edna, or any other person or entity except as expressly permitted. You must not represent yourself as an agent or employee of Edna or represent that you have the authority to bind Edna to a contract.
- You will not earn commissions for any free courses. If any customer you refer to us subsequently enrolls in a free course or uses a promotional code which entitles them to a free course to get a paid course for free will not be eligible to earn you a commission and that particular sale will not appear on your affiliate account.
- We may update these Terms at any time and at our discretion to clarify our practices or to reflect new or different practices such as the program, scope of commissions, obligations and the responsibilities. Modifications will become effective on the day they are posted and we encourage you to review this page occasionally to ensure you are kept up-to-date of the Terms. Continued enrolment in our program will constitute agreement with the new Terms. If any modification of the Terms is unacceptable to you, you can terminate your access to our Affiliate Program with written notice via e-mail.
As a member of our Affiliate Program, you understand that:
- You will only receive commission payments on eligible course enrolments. Not all courses are eligible for commission payments such as free courses, and courses not delivered on the Edna platform. This covers all accredited courses and a selected number of professional development courses.
- Except in jurisdictions in which such a transaction is not permitted, you are eligible to earn affiliate commissions through referrals during the active term of your agreement with us.
- The exact amount of affiliate commissions due to you in any given month will be calculated based on 20% of the nett course fees. This means that if a course is worth AUD$99 (GST inclusive), the GST portion is AUD$9 and the credit card processing fee is $2.50, your commission will be based on the $87.50 figure. This means, your commission will be $17.50.
- Commissions will be paid within 45-days of the end of each calendar month.
- Payment will be disbursed according to the payment method you have selected.
- Should there be any course cancellations or withdrawals within 30-days of enrolment of a referred student, your account will be balanced accordingly. This means that you will not receive payment for the cancelled referral.
- If your account is terminated due to a violation of these Terms, we reserve the right to withhold all future payments owed to you.
- Affiliates are responsible for any and all charges, fees, taxes, exchange rates, surcharges and other expenses incurred in order to receive affiliate payments. It is your responsibility to check what these may be with your bank.
- If we determine that payment of your commissions in any jurisdiction is illegal under any laws, we may reserve the right to not pay any commissions for sales made in that jurisdiction.
You may end these Terms at any time, with or without cause, by giving the other party written notice via e-mail. Edna reserves the right to terminate the engagement should you be found to violate the Terms immediately.