Angel Academy Affiliate Program Terms & Conditions
To be an authorised affiliate partner of Outsourcing Angel, you agree to abide by the terms and conditions contained in this agreement.
Please read this agreement carefully before registering and using the Outsourcing Angel Online Courses as an affiliate. By signing up for the Outsourcing Angel Partner program, you indicate your acceptance of this agreement and its terms and conditions.
Last Updated on 30/06/2019
As an Outsourcing Angel Affiliate, You have the opportunity to earn money from (i) commissions for Outsourcing Angel Online Courses that You sell to other users. This Agreement sets forth Your rights and obligations as an Outsourcing Angel Affiliate. By clicking “I Agree” You indicate that You have read and understood this Agreement and You will be bound by its terms as outlined below:
1. PARTIES. All references to “Outsourcing Angel” herein mean and refer to You, doing business as Outsourcing Angel. All references to “You” and “Your” mean and refer to that Outsourcing Angel Affiliate who has executed this Agreement by clicking “I Agree.” Outsourcing Angel and You are each referred to herein as a “Party,” and collectively as the “Parties.”
2. INDEPENDENT CONTRACTOR. You are an independent contractor of Outsourcing Angel. It is the express understanding and intention of the Parties that no relationship of master and servant or principal and agent or any partnership shall exist between Outsourcing Angel and You by virtue of this Affiliate Agreement.
3. TERM AND TERMINATION. Your contract with Outsourcing Angel begins when You click “I Agree,” and will continue month-to-month until either:
a. Outsourcing Angel cancels Your account due to Your breach of any of the terms of this Agreement. In the event this Agreement is cancelled due to Your breach, You forfeit all Commissions and Bonuses owed to You or that may in the future be owed to You.
b. Outsourcing Angel or its successors or assigns, in its sole and absolute discretion, cancels Your Affiliate Agreement. In the event that Outsourcing Angel or its successors or assigns cancels Your Affiliate Agreements, You will first receive thirty (30) days’ written notice, sent to the e-mail address you provided Outsourcing Angel and that is associated with your Affiliate profile.
a. COMMISSIONS. After You click “I Agree” to the terms of this Agreement, You will receive a unique Affiliate URL, which You will use to advertise Outsourcing Angel. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser.
When the Prospect purchases their online course with Outsourcing Angel by using Your Affiliate Link, the Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a “Customer,” and each such account is a “Sold Account.” In the event that a Prospect has multiple Affiliate Cookies, the most recently-acquired Cookie will determine which Affiliate is credited with a Sale. The Commission amount is calculated. Commission payments will be made to You 30 days following Outsourcing Angel’s receipt of payment for a Sold Account, subject to the other terms set forth herein.
b. TAXES. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any commissions or bonuses You receive from Outsourcing Angel. If You are not a resident of Australia, Outsourcing Angel may withhold tax (including without limitation GST) where required to by applicable law. Where Outsourcing Angel is required to withhold tax, Outsourcing Angel will document such withholding.
c. COMMISSION PAID FOLLOWING LEGITIMATE SALE. Commissions are paid only for transactions that actually occur between Outsourcing Angel and a Sale. If the transaction does not actually occur, or if payment from a Salenot actually received by Outsourcing Angel, You will not paid a Commission or Bonus on the transaction. If payment for a Sold Account later results in a refund or charge-back, and if a commission or bonus was paid to You for that Sold Account payment, then the commission or bonus will be deducted from Your future commissions. If Outsourcing Angel determines, in its reasonable discretion, that any Lead was procured fraudulently or as a result of any violation of this Agreement, no Commission or Bonus will be paid for such Lead. If any Commissions or Bonuses are paid for a Salethat was produced fraudulently or as a result of any violation of this Agreement, and the fraud or violation is discovered by Outsourcing Angel after payment, such payment amounts shall be deducted from Your future commissions and bonuses.
d. US DOLLARS. PAYMENT PROCESSING FEES. All commissions are paid in US Dollars. Depending on what payment processor or payment method You instruct Us to use, processing fees may be deducted from Your Commissions payment.
5. MARKETING AND RECRUITING.
a. TRUTHFUL. Anything You communicate in marketing or advertising any Outsourcing Angel Online Coursesmust be true and accurate. Claims that relate to any Outsourcing Angel Online Courses that are untrue or fraudulent are strictly prohibited. You may not claim that any government, person, or entity endorses or supports Outsourcing Angel. You may not use the intellectual property of any other person or entity in advertising any Outsourcing Angel Online Courses.
b. DISCLAIMER. On any website that You advertise any Outsourcing Angel Online Courses or opportunity, You must plainly display (i.e., not in a link, or in small font) the following disclaimer language:
Disclosure: I am an independent Outsourcing Angel Affiliate, not an employee. I receive referral payments from Outsourcing Angel. The opinions expressed here are my own and are not official statements of Outsourcing Angel or its parent company, Red and Black Solutions.
c. NON-DISPARAGEMENT. You are not permitted to disparage the products or services of any other person or entity, including without limitation the products or services of a competitor of Outsourcing Angel.
d. INVENTORY LOADING/REBATES. You will be paid any Commission for payments made on your own User Account. You are not permitted to open an Outsourcing Angel account under the name of another person or entity, or under a fictitious name. You are not permitted to open an Outsourcing Angel account under any name merely for the purpose of obtaining Commissions or any other compensation, including without limitation incentives or prizes which may be offered from time to time. You are not permitted to offer cash rebates or other monetary incentives to actual or potential Leads. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to Outsourcing Angel all Commissions and Bonuses earned as a result of any such violation.
6. OUTSOURCING ANGEL’ INTELLECTUAL PROPERTY. No logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information (collectively, the “Outsourcing Angel Intellectual Property”) owned by Outsourcing Angel may be used, copied, or reproduced by You except as set forth below. No Outsourcing Angel Intellectual Property (or any mark confusingly similar to any Outsourcing Angel Intellectual Property) is to be advertised for Lead or registered as a domain name by You in any fashion.
You may use the Outsourcing Angel™ mark to advertise Outsourcing Angel. Any time You use the Outsourcing Angel™ mark, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for Outsourcing Angel. Whether Your use of Outsourcing Angel™ is confusing will be determined by Outsourcing Angel in Outsourcing Angel’s sole and absolute discretion. The following guidelines, which may be changed or added to at any time, are designed to help avoid reader confusion:
- You must not use the “voice” of, or purport to speak on behalf of, Outsourcing Angel.
- Any time You use the word “Outsourcing Angel” it must be immediately followed by the symbol “™” in superscript caps.
- When used in prose, Outsourcing Angel™ must be used in the same font as the rest of the prose.
- On any website or social media platform on which You use the word Outsourcing Angel™, you must include the disclosure identified in paragraph 5(B) above.
- You may use only such other images, photographs, and trademarks as Outsourcing Angel expressly authorizes in writing.
- If you have any questions regarding your use of any Outsourcing Angel mark, please contact: email@example.com
7. RELEASE/AUTHORISATION TO USE PHOTOGRAPHS. You grant Outsourcing Angel permission to use any and all photographs taken by Outsourcing Angel or its agents or employees, or submitted by You to Outsourcing Angel (hereinafter “Photographs”) in any Media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of Outsourcing Angel or any product or service sold and marketed by Outsourcing Angel. You agree that this authorization to use Photographs may be assigned by Outsourcing Angel to any other party. You agree that the Photographs may be combined with other Photographs, sounds, text and graphics, and that the Photographs may be manipulated, cropped, altered or modified in Outsourcing Angel’ sole discretion. You agree not to charge a royalty or fee, and not to make any other monetary assessment against Outsourcing Angel in exchange for this Release and Assignment. You hereby release and forever discharge Outsourcing Angel from any and all liability and from any damages You may suffer as a result of the use of the Photographs. You further acknowledge and agree that this Release is binding upon Your heirs and assigns. You agree that this Release is irrevocable.
8. PROHIBITED ACTIVITY. Outsourcing Angel has the right to terminate this Agreement at any time if You engage or have ever engaged in any of the following:
A. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Outsourcing Angel’s reputation; and the violation of the rights of Outsourcing Angel or any third party.
B. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. Any communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material threat to Outsourcing Angel’s reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.
C. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another.
9. INDEMNITY. You agree to protect, defend, indemnify and hold harmless Outsourcing Angel, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of Your wrongful or illegal conduct or conduct amounting to a breach of this Agreement. Your indemnity obligation includes, but is not limited to, any third party claim against Outsourcing Angel for liability for payments for, damages caused by Your wrongful or illegal conduct or conduct amounting to a breach of this Agreement.
10. NO WARRANTY; NO LEADS. Outsourcing Angel does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that Outsourcing Angel will not at any time provide sales leads or referrals to You. Additionally, Outsourcing Angel’s websites and services are provided “as is” without warranty of any kind, either express or implied, including without limitation implied warranties of title, merchantability, fitness for a particular purpose and noninfringement. outsourcing angel makes no representation or warranty as to the accuracy, reliability, timeliness or completeness of any material on or accessible through any outsourcing angel website or service. any reliance on or use of such materials shall be at your sole risk. outsourcing angel makes no representation or warranty (a) that any outsourcing angel website or service will be available on a timely basis, or that access to any outsourcing angel website or service will be uninterrupted, error-free or secure; (b) that defects or errors will be corrected; or (c) that any outsourcing angel’ website or the servers or networks through which any Outsourcing Angel’s website is made available are secure or free of viruses or other harmful components. applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
11. LIMITATION OF LIABILITY. You agree that in no event shall Outsourcing Angel’s liability to you for any claim of any kind or description exceed the amount of three (3) times the commissions payments paid to you for the month preceding the date in which the facts giving rise to a claim against outsourcing angel occurred. you waive any right to special, indirect or consequential damages of any kind or description.
12. FORCE MAJEURE. Outsourcing Angel will not be responsible to You for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labour strikes, acts of public enemies, state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labour in the open market, acute and unusual labour, material, or equipment shortages, or any other causes beyond the control of Outsourcing Angel. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Outsourcing Angel shall not be required against its will to adjust any labour or other similar dispute except in accordance with applicable law.
13. ASSIGNMENT. Outsourcing Angel may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned by without Outsourcing Angel’ or its assigns express written consent.
14. ARBITRATION, GOVERNING LAW, AND ATTORNEYS’ FEES.
A. ARBITRATION. Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including any question regarding its existence, validity or termination, shall be resolved by arbitration in accordance with the Australian Centre for International Commercial Arbitration (ACICA) Arbitration Rules. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English . The number of arbitrators shall be one [or three, or delete this sentence and rely on Article 10 of the ACICA Arbitration Rules].
B. GOVERNING LAW. This Agreement is governed by and shall be construed in accordance with the laws of Australia.
C. WAIVER OF CLASS ACTION CLAIMS. You understand and agree that You will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement. There is no right or authority for any claim You have against Outsourcing Angel to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against Outsourcing Angel may not be joined or consolidated with claims brought by anyone else.
D. LIMITATIONS PERIOD. Any claim brought in arbitration must be brought within the time period set forth in any statute of limitations that, but for this agreement to arbitrate, would apply to the claims asserted in any arbitration proceeding.
E. INJUNCTIVE RELIEF. Nothing in this Agreement prevents Outsourcing Angel from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect Outsourcing Angel’ rights prior to, during, or following any arbitration proceeding.
F. ATTORNEYS’ FEES. You agree that in the event of any arbitration or litigation, each Party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing notwithstanding, if either Your or Outsourcing Angel commences an action in a court of law or equity and the responding Party successfully moves such court to compel arbitration, the Party who moved for the order compelling arbitration shall be entitled to recover its reasonable costs and attorneys’ fees incurred on the motion to compel from the other Party.
15. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties and supersede any other written or oral agreement between the Parties as pertaining to Your rights and responsibilities as an Outsourcing Angel Affiliate.
16. MODIFICATION/AMENDMENTS. ‘This Agreement may be modified by the Parties at any time by written agreement’ Amendments or Modifications to this Agreement will be binding on You when they are sent to You via e-mail, or are posted in the Affiliate Center. No amendment to this Agreement or the Terms and Conditions shall be valid unless authored or signed by Outsourcing Angel. Your continued acceptance of Commission payments constitutes Your acceptance to any modifications or amendments to this Agreement.
17. NO WAIVER. No waiver by Outsourcing Angel of any right reserved or granted to Outsourcing Angel under this Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of Outsourcing Angel.
18 NOTICE. Any notice required to be given to Outsourcing Angel under or related to this Agreement shall be in writing, addressed as follows:
ATTN: Outsourcing Angel
28 Bunyala Street
Outsourcing Angel will send notices to You at the e-mail address You provided to Outsourcing Angel. Any notices shall be deemed delivered to You when sent by Outsourcing Angel. You are solely responsible for addressing any technical failures related to Your e-mail address or server, and for reading any e-mail sent to You. Outsourcing Angel may also provide notice to You by posting information in the Affiliate Center.
19. SEVERANCE. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement, as so modified, shall continue in full force and effect.