Affiliate Program Agreement
Last Modified: 4 February 2021
The affiliate program rewards you with points whenever you successfully refer a new user to the site, and that user enrolls in a course.
PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.
This is an agreement between you (the “Affiliate”) and us (“8020Green”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.
The Affiliate Program Agreement applies to your participation in our Sustemy Affiliate Program (the “Affiliate Program”). Your enrollment into the Affiliate Program is part of your subscription to 8020Green Services, including the Sustainability Education Academy, or Sustemy.
We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms we will let you know via electronic means via email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
“8020Green Subsidiary” means a company owned, operated or controlled by 8020Green.
“Sustemy” refers to Sustainability Education Academy (www.sustainabilityeducationacademy), an 8020Green owned subsidiary.
“Sustemy Affiliate Program” means our affiliate program as described in this Agreement.
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.
““Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.
“Affiliate Tool” refers to AffiliateWP. AffiliateWP is a WordPress plugin which forms part of the Sustemy website, and is made available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program. The affiliate tool consists of a dashboard where you will be able to generate an unique affiliate link for your account, and track affiliate statistics, as well as the status of your referrals. For more information, kindly refer to the FAQ available on Sustemy’s site.
“Agreement” means this Affiliate Program Agreement and all materials referred to or linked to in here.
“Customer” means the authorized actual user of Sustemy who has purchased Sustemy courses after being an Affiliate Lead.
“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement.
“Customer Data” means all information that Customer submits or collects via Sustemy and all materials that Customer provides or posts, uploads, inputs or submits for public display through Sustemy.
“8020Green Content” and “Sustemy Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
“Sustemy Courses” refers to all courses hosted on the Sustemy webpage.
“Program Policies Page” means the landing page: sustainabilityeducationacademy.com/affiliate-program where we will provide all the up to date guidelines and policies for the Affiliate Program.
“We”, “us”, “our”, and “8020Green” means 8020Green Pty Ltd.
“You” and “Affiliate” means the party, other than 8020Green, entering into this Agreement and participating in the Affiliate Program.
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
Your acceptance into the affiliate program is part of your agreement for using 8020Green’s services, including the Sustemy site. An email will be sent to you after your registration on the Sustemy site, informing your acceptance into our affiliate program.
Affiliate Program Limits. Each accepted Affiliate Lead will expire according to the information provided on the Program Policies Page, from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you. You will be able to accumulate points for each new Customer who completes a Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive points pursuant to the terms of this Agreement. A Customer Transaction is determined by the date of the first purchase of any Sustemy Course(s), and you will receive your points for that Customer Transaction only, regardless of any additional purchases made by the customer thereafter. For example, if a customer purchases two courses in their first purchase with Sustemy, and there is a subsequent transaction two weeks later for another two courses, the Affiliate will receive points for the initial purchase only of two courses. The Affiliate will not be entitled to receive points on any additional purchases of Sustemy courses by the same customer.
Engagement with Prospects. Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between 8020Green and an Affiliate Lead will be at 8020Green’s discretion.
Notwithstanding the foregoing or anything to the contrary in this Agreement, if a customer chooses to request a refund, a transaction, then your right to receive points arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to give you any points associated with a Forfeited Transaction. Once you comply with all of the requirements as stipulated in this Affiliate Program, then you will be eligible to receive points on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.
Commission Points. We reserve the right to alter or change the point amount for each successful customer referral. We will post all information regarding the Commission amount on the Program Policies Page.
Training and Support
Affiliate Training and Support. We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.
You grant to us a non-exclusive, non-transferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.
During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Tool, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
Term and Termination
Term. This Agreement will apply for as long as you are registered as a user on Sustemy’s site, until terminated.
Termination Without Cause. Both you and us may terminate this Agreement on fifteen (15) days written notice to the other party.
Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) immediately, if you breach the terms applicable to this affiliate program, or (iv) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to give you your points, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration.
We will not give you points on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any points will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive points prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive any points after expiration or termination of this Agreement.
Affiliate Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision 8020Green with Affiliate Leads for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.
You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a 8020Green Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with 8020Green’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase 8020Green products for yourself.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Disclaimers; Limitations of Liability
Disclaimer of Warranties. We and our affiliated companies and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of 8020Green Content, Sustemy Content, the Affiliate Program or the Affiliate Tool for any purpose. To the extent permitted by law, 8020Green Content, Sustemy Content and the Affiliate Tool are provided “As-Is” without warranty or condition of any kind. We disclaim all warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
No Indirect Damages. To the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.
Limitation of Liability. If, not withstanding the other terms of this agreement, we are determined to have any liability to you or any third party, the parties agree that our aggregate liability will be limited to the total points you have actually earned for the related customer transactions in the twelve month period preceding the period giving rise to a claim.
You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.
Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Applicable Law. This Agreement shall be governed by the laws of Victoria, Australia. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the courts of Victoria, Australia.
Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
Relationship of the Parties. Both you and us agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.
Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
Notices. Notice will be sent to your email address as entered into the Affiliate Tool, and will be deemed delivered as of the date of actual receipt.
Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of 8020Green Content and Sustemy Content or dependent on any oral or written public comments made by us regarding future functionality or features of 8020Green Content and Sustemy Content. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any of our subsidiaries or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference.
No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, 8020Green Content and Sustemy Content, our trademarks, or any other property or right of ours.
Sales by 8020Green. This Agreement shall in no way limit our right to sell 8020Green Content and Sustemy Content, directly or indirectly, to any current or prospective customers.
Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
8020Green – GDPR Data Processing Addendum (Affiliates)
This Data Processing Addendum (“Addendum”) sets out the terms that apply as between 8020Green and the Affiliate when processing EEA personal data in connection with the Affiliate Program. This Addendum forms part of the Affiliate Program Agreement. Capitalized terms used in this Addendum shall have the meanings given to them in the Affiliate Program Agreement (the “Agreement”) unless otherwise defined in this Addendum.
Definitions: (a) “controller,” “processor,” “data subject,” and “processing” (and “process”) shall have the meanings given to them in Applicable Data Protection Law; (b) “Applicable Data Protection Law” means any and all applicable privacy and data protection laws and regulations applicable to the Personal Data in question, including, where applicable, EU Data Protection Law (in each case, as may be amended, superseded or replaced from time to time); (c) “EU Data Protection Law” means: (i) the EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); and (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national data protection laws made under or pursuant to clause (i) or (ii); and (d) “Personal Data” means any information relating to an identified or identifiable natural person to the extent that such information is protected as personal data under Applicable Data Protection Law.
Purposes of processing. The parties acknowledge that in connection with the Affiliate Program, each party may provide or make available to the other party Personal Data. Each party shall process such data: (i) for the purposes described the Agreement; and/or (ii) as may otherwise be permitted under Applicable Data Protection Law.
Relationship of the parties. Each party will process the copy of the Personal Data in its possession or control as an independent controller (not as a joint controller with the other party). For the avoidance of doubt and without prejudice to the foregoing, 8020Green shall be an independent controller of any Personal Data that it receives or shares with Affiliate in connection with the Affiliate Program.
Compliance with law. Each party shall separately comply with its obligations under Applicable Data Protection Law and this Addendum when processing Personal Data. Neither party shall be responsible for the other party’s compliance with Applicable Data Protection Law. In particular, each party shall be individually responsible for ensuring that its processing of the Personal Data is lawful, fair and transparent, and shall make available to data subjects a privacy statement that fulfils the requirements of Applicable Data Protection Law.
International transfers. Where Applicable Data Protection Law in the European Economic Area (“EEA”), and/or its member states, United Kingdom and/or Switzerland (collectively for the purposes of this Addendum, the “EU’), applies to the Personal Data (“EU Personal Data”), neither party shall process any EU Personal Data (nor permit any EU Personal Data to be processed) in a territory outside of the EU unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. 8020Green agrees to abide by and process such EU Personal Data in accordance with the Standard Contractual Clauses for Controllers as approved by the European Commission (Standard Contractual Clauses available at http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915) (as amended, superseded or updated from time to time) (“Model Clauses”), which are incorporated by reference in, and form an integral part of, this Addendum.
8020Green agrees that it is a “data importer” and the Affiliate is the “data exporter” under the Model Clauses (notwithstanding that 8020Green may be an entity located outside of the EEA).
Security. Each party shall implement and maintain all appropriate technical and organizational measures to protect any copies of the Personal Data in their possession or control from (i) accidental or unlawful destruction, and (ii) loss, alteration, or unauthorized disclosure or access (a “Security Incident”) and to preserve the security and confidentiality of such Personal Data. Each party shall notify the other party without undue delay on becoming aware of any breach of EU Data Protection Law/Applicable Data Protection Law.