SpanishUno Affiliate Agreement

(September 4, 2005)

Please read carefully the SpanishUno Affiliate Program Agreement.
By completing the registration process
you concede to all terms and conditions of this agreement.

This Affiliate Agreement (the "Agreement") between you (the "Affiliate") and SpanishUno governs the terms and conditions to SpanishUno's Affiliate program (the "Affiliate Program"). SpanishUno reserves the right to change or revise the terms and conditions of this Agreement at any time by posting a revised Agreement on SpanishUno.com Web site. SpanishUno will alert you when changes have been made by indicating on the top of this Agreement the date it was last revised.  By participation in the Affiliate Program you agree to any such changes to the Agreement.

Recitals

WHEREAS, SpanishUno develops software for the purpose of teaching Spanish;

WHEREAS, the Affiliate desires to promote this software via the Affiliate's Internet site and e-mail marketing materials in exchange for a commission;

NOW THEREFORE, the Parties agree to the following:

Terms and Conditions

1. DEFINITIONS

"Agreement" means this Affiliate Program Agreement.

"Commission" means the percentage identified on SpanishUno.com of User Account fees actually received by SpanishUno. 

"Customer" means any person or entity who purchases SpanishUno Software via the Affiliate's Special Setup EXE file of SpanishUno software.

"Links" mean hyperlink devices from the Referral Site to the Target URL, including banner advertisements, button links, text links, icons, or other devices identifying SpanishUno and/or the Product.

"Product" means SpanishUno software.

"Referral Site" means the Internet web site/s controlled by the Affiliate and identified by the Affiliate when completing the registration process.

"SpanishUno Site" means SpanishUno.com.

"SpanishUno Marks" means trademarks identifying SpanishUno, the Product, the source, the quality of the Product; or the use of the words "SpanishUno" or the SpanishUno logo on the Internet or otherwise; or any name, word, symbol, device, or combination thereof confusingly similar to the foregoing.

"Target URL" means the link/s provided by SpanishUno to the Affiliate, in order to direct potential Customers for the purpose of learning about or downloading the Product.

"Users" mean those Internet end users who access the Referral Site and may be potential Customers.

"Term" means one (1) year beginning on the date the Affiliate accepted the Agreement.


2. AUTHORIZED AFFILIATE.

2.1. Authorized Affiliate. SpanishUno authorizes Affiliate to distribute it's Affiliate's Special Setup EXE file of SpanishUno and to link to the SpanishUno Site from a Referral Site. ,

2.2. Links. SpanishUno will make Links available to the Affiliate which the Affiliate may display on the Referral Site. The Affiliate may also create his or her own Links, provided that SpanishUno approves of them before they are used. The Affiliate shall not, and shall not permit any third party to, modify or alter any Link without SpanishUno's written consent. The Affiliate shall cause each Link to direct Users by way of hyperlink to the Target URL. SpanishUno grants the Affiliate the right and license to display the Links on the Referral Site. Notwithstanding the foregoing, SpanishUno shall have the right to require the Affiliate to remove any Link at any time. By way of example, and not limitation, in the event the Referral Site contains offensive content, SpanishUno may demand, and the Affiliate shall ensure, that Links to the Target URL or SpanishUno Site from the Referral Site be removed immediately.

2.3. Prohibited Marketing. Affiliate may not under any circumstance send unsolicited bulk email or post illegal advertisements regarding SpanishUno.

2.4. SpanishUno Marks. Affiliate may display the SpanishUno Marks on the Referral Site to the extent that such SpanishUno Marks are embodied in the Links provided or approved by SpanishUno. Affiliate shall not use any SpanishUno Marks in any other way or in any other medium.


3. ORDER FULFILLMENT AND COMMISSION

3.2. Order Processing and Fulfillment. SpanishUno will undertake good faith efforts to process orders placed by Customers for the Product. SpanishUno will track the amount of sales generated by Customers directed to the Target URL by Affiliate, and will make this information available to Affiliate through reasonable means (including electronically) in SpanishUno's discretion.

3.3. Affiliate's Commissions. Affiliate shall be entitled to a Commission for each purchase of a User Account by a Customer which has installed and uses the Affiliate's Special Setup EXE file of SpanishUno.

3.4. Payment and Reporting. SpanishUno shall remit Commissions to Affiliate each calendar month (as such payments are received by SpanishUno, and not before). SpanishUno may also deliver to the Affiliate a report stating sales of the Product during the reporting period. 

SpanishUno has the sole right to open an investigation and determine if an affiliate activity is fraudulent. In the case of a fraudulent activity the affiliate will lose the right to receive its commission.

4. MISCELLANEOUS TERMS

4.1. Reservation of Rights. Nothing in this Agreement shall be construed to grant the Affiliate any right, interest in or license to the Product. SpanishUno retains all rights in and to the Product.

4.2. Term and Termination. This Agreement shall commence on the date you accept the Agreement and remain effective until the end of the Term. SpanishUno may terminate the Agreement for any reason at anytime. Upon any termination, the Affiliate shall immediately cease using his SpanishUno special setup EXE file and cease using any Links and shall remove all Links from the Referral Site. The Affiliate shall be entitled to any Commissions relating to Customers generated by SpanishUno prior to termination of this Agreement. Notwithstanding the foregoing, SpanishUno may retain any Commissions due to the Affiliate for reasonably anticipated charge backs, credits, or other anticipated charges or liability reasonably attributable to Affiliate.

4.3. Relationship of the Parties. Notwithstanding the use of the term "Affiliate" or anything to the contrary herein, this Agreement does not create, and will not be interpreted or construed as creating or evidencing, any partnership, franchise, or agency between the Parties or as imposing any partnership, franchise or agency obligation or liability upon either Party. Under no circumstances shall the Affiliate look to SpanishUno as its employer, nor as a partner, agent, or principal. The parties are independent contractors, with the sole relationship between them is that the Affiliate refers users to SpanishUno in exchange for a Commission.


4.4. SPANISHUNO'S DISCLAIMER; LIMITATION OF LIABILITY.
SpanishUno shall not be liable for any indirect, incidental special or consequential damages, including loss of profits, relating to the agreement, the links, the sales of the product or any other way related to the product or service provided SpanishUno,   whatsoever in contract, tort, (including negligence) or otherwise. SpanishUno and SpanishUno related parties shall not be liable for any losses or damages that the Affiliate may incur as as a result of a costumer's use of the product, or for lack or fitness for a particular purpose thereof. The Affiliate's sole remedy for SpanishUno's breach of this agreement shall be to terminate its agreement with SpanishUno and collect any outstanding commissions owed to date.


I HAVE READ AND UNDERSTOOD THE FOREGOING AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS