- PARTIES
This Skoolmasta affiliate marketing agreement made on ………… day of May, 2023, SHALL BE executed between GLEZEDGE LIMITED [Company that owns the Skoolmasta Educational ICT Solution] and ………………………………………………………………………… [Affiliate]
The company and the affiliate, each referred to as PARTY, and collectively as PARTIES, agree to the following:
- GENERAL PROVISIONS
- The company hereby grants the affiliate limited right to access and use the former’s soft and hardware properties for the purpose of registering and onboarding schools on the Skoolmasta App.
- The Affiliate shall provide complimentary marketing and sales services to the company in their agreed territories.
- This Agreement shall be governed by the Laws of the Federal Republic of Nigeria.
- The compensation plan SHALL be as follows: 80% of revenue to company and 20% of revenue to affiliate.
Name ………………………………………… Sign. ………………… Date …..……… [Representative of Glezedge Limited]
—————————————————————————————————————–
Name ______________________________ Sign. ______________ Date_________ [Hereinafter known as Affiliate]
Affiliate’s Home Address_____________________________________________________
__________________________________________________________________________
Tel ______________________________ Email ___________________________________
- OVERVIEW
This Agreement sets out the terms and conditions under which Affiliate will act as an independent marketer of Skoolmasta for Glezedge Limited, if and only if expressly accepted and executed by [Named affiliate]_________________________________________ (i.e., if and only, if there is an Effective Date, as defined below) [Date………………………]
Affiliate’s initial execution and submission of the Agreement to Glezedge Limited must include an accurate and completed Affiliate Information sheet. It is the Affiliate’s responsibility at all times to update and ensure the currency of the information set forth in the Affiliate information sheet.
- DEFINITIONS
“Skoolmasta Affiliate App” means the software owned by Glezedge Limited and used, or administered by Affiliate to market, promote, or sell Skoolmasta to schools.
“Affiliate Program” means the relationships, rights, and duties between Glezedge and the Affiliate, pursuant to which Skoolmasta is marketed.
“Affiliate” means the person or entity so identified above, who/which, by executing this Agreement, is applying to become an independent contractor for Glezedge Limited.
“Agreement” means this Affiliate Marketing Agreement.
“Effective Date” shall mean that date upon which Glezedge Limited approves and executes this Agreement after its execution and submission by Affiliate. Until and unless Glezedge Limited does so approve and execute this Agreement, this document represents an offer to participate by Affiliate and is not a binding or enforceable contract.
“Solutions/Products/Services” means those softwares, including Skoolmasta, that Glezedge Limited may, from time to time, make available for advertisement by Affiliate in strict compliance with this Agreement.
- TERMS AND CONDITIONS
- Appointment And Scope
Affiliate is hereby approved as a non-exclusive independent sales representative for Glezedge’s educational solution, i.e. Skoolmasta.
Affiliate hereby accepts such appointment and warrants and represents that Affiliate’s sales-related efforts shall be carried out only in STRICT COMPLIANCE, with the terms and conditions set forth in this Agreement. Pursuant to the other terms and conditions of this Agreement, Affiliate is authorized to market and sell Skoolmasta to schools, educational institutions, government, e.t.c. Affiliate acknowledges that Glezedge Limited may, without limitation, authorize other independent sales representatives to market the same Products/Services in direct competition with Affiliate, in order to achieve sales targets.
Glezedge reserves the right in its sole discretion to cancel, change, alter, or limit the scope of Affiliate’s appointment and/or the ICT solutions to be sold by Affiliate at any time upon written notice to Affiliate.
- Affiliate Duties and Skoolmasta Rights
- Strict Compliance with All Terms of Agreement and All Laws, Regulations, and Rules
Affiliate shall perform all duties and obligations required or permitted hereunder in STRICT
COMPLIANCE with this Agreement and with all federal, state, and local laws, rules, regulations, ordinances, and the like.
- Responsible for Affiliate Content
Affiliate will have sole responsibility for the development, operation, and maintenance of, and all content on or linked to Skoolmasta Affiliate App.
- Absolute Liability for Acts and/or Omissions of Sub-Affiliates
Affiliate shall be and is ABSOLUTELY LIABLE for all acts and omissions of Affiliate’s Sub-Affiliates exactly as would be had Affiliate itself carried out the acts and omissions.
- Compliance with Pre-Mailing Approval Rights of Glezedge
From time to time, Glezedge may request – prior to Affiliate’s transmission or publication of
Affiliate content – that Affiliate submit the final version of Affiliate’s proposed Affiliate content with respect to Skoolmasta for Glezedge’s approval prior to such transmission or publication. Affiliate acknowledges, however, that it is solely Affiliate’s obligation to ensure that all Affiliate content complies with this Agreement and all applicable laws, regulations, ordinances, and applicable third-party policies.
- Glezedge’s Right to Disclose Affiliate Identities; Affiliate Duty to Disclose Sub-Affiliate Identities.
In the event of a material breach of this Agreement, Skoolmasta reserves the right to disclose
Affiliate’s identity and contact information to appropriate law enforcement or regulatory authorities and/or to any third party that has been or claims to have been directly damaged by Affiliate’s actions. Affiliate warrants and represents that, upon request by Glezedge, Affiliate will provide all information in its possession, custody, and/or control regarding any Sub-Affiliate or Sub-Affiliate marketing campaign.
- Glezedge Duties and Affiliate Rights
a. Content and Information Supplied by Glezedge
Glezedge shall supply Affiliate with information regarding Skoolmasta, appropriate links to the Ads/content, additional content and/or graphics for inclusion in the Affiliate contents.
b. Intellectual Property
Glezedge grants Affiliate a non-exclusive, non-transferable, revocable right to use the content and information supplied by Glezedge to access Skoolmasta Affiliate App through the links provided by Skoolmasta for the sole purpose of identifying Affiliate as a participant in the Affiliate Program and assisting in increasing sales.
Affiliate may not alter, modify, manipulate, or create derivative works of Skoolmasta-provided links and content or of any Skoolmasta graphics, creative copy, or other materials owned by or licensed by Glezedge in any way.
Affiliate is only entitled to use Skoolmasta-provided content to the extent that Affiliate is a member in good standing of Glezedge Limited’s Affiliate Program. Glezedge may revoke Affiliate’s license at any time in Glezedge’s sole discretion by giving Affiliate written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant Affiliate any rights to any of Glezedge’s trademarks, service marks, copyrights, patents, or trade secrets. Affiliate agrees that Glezedge may use any suggestion, comment, or recommendation by Affiliate without compensation to Affiliate. All rights not expressly granted in this Agreement are reserved by Glezedge.
- Relationship of Parties
The parties expressly intend and agree that Affiliate is acting as an independent contractor and not as an employee of Glezedge Limited.
Affiliate retains sole and absolute discretion, control, and judgment in the manner and means of carrying out Affiliate’s selling and marketing activities, except as set forth herein (including the requirement that all sales-related campaigns and e-mails comply with all pertinent laws, rules, and regulations). Affiliate understands and agrees that Glezedge will not pay or withhold from the compensation paid to Affiliate pursuant to this Agreement any sums customarily paid or withheld for or on behalf of employees for income tax, employment insurance, social security, worker’s compensation, or any other withholding tax, insurance, or payment pursuant to any law or governmental requirement, and all such payments as may be required by law are Affiliate’s sole responsibility.
Affiliate agrees to hold Glezedge Limited and Skoolmasta harmless against and indemnify Glezedge and Skoolmasta for any such payments or liabilities for which Glezedge may become liable with respect to such matters.
- Affiliate’s Debts and Liabilities
This Agreement shall not be construed as a partnership agreement, and Skoolmasta shall have no responsibility for any of Affiliate’s debts, liabilities, or other obligations, or for Affiliate’s (or Affiliate’s employees’) intentional, reckless, or negligent acts or omissions.
- Term and Termination
This Agreement shall commence on the Effective Date and shall continue thereafter until terminated as provided herein. Affiliate may terminate Affiliate’s participation in the Affiliate Program at any time.
Glezedge may terminate Affiliate’s and/or any Sub Affiliate’s participation in Skoolmasta’s offers and/or terminate this Agreement in its entirety at any time and for any reason which Glezedge deems appropriate, effective immediately upon written notice to Affiliate. Upon termination of Affiliate’s participation in one or more offers or this Agreement for any reason, Affiliate will immediately cease all use of Skoolmasta’s content and intellectual property and will cease representing itself as a Skoolmasta affiliate. All rights to validly accrued payments, causes of action, and any provisions, which by their terms are intended to survive termination, shall survive any termination.
- Affiliate’s Indemnification Obligations
Affiliate shall indemnify, defend, and hold Glezedge Limited and Skoolmasta, its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners, and agents harmless from and against any and all liabilities, losses, damages, judgments, settlements, injuries, costs, expenses, causes of action, claims, demands, assessments, and similar matters, including, without limitation, reasonable attorney fees and costs resulting from or arising out of: (i) Affiliate’s alleged and/or actual failure to fully and completely conform and comply with each and all of Affiliate’s covenants, agreements, terms, and conditions under this Agreement, (ii) Affiliate’s alleged and/or actual violation of any law, rule, or regulation applicable to the sale of Products/Services, or (iii) Affiliate’s alleged and/or actual negligence, recklessness or wilful misconduct in the conduct of
Affiliate’s duties and obligations under this Agreement.
- Disclaimer Of Warranties
The affiliate program and links, and the solutions, products and services provided in connection herewith, are provided to Affiliate “as is”; except as expressly set forth herein. Glezedge Limited and Skoolmasta expressly disclaims all warranties, express, implied, or statutory, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranties arising out of course of dealing, usage, or trade. Skoolmasta does not warrant that the Affiliate Program or links will meet Affiliate’s specific requirements or that the operation of the Affiliate Program or links will be completely error-free or uninterrupted. Glezedge expressly disclaims any liability for any act or omission of a client or their products or services. Glezedge does not guarantee that Affiliate will earn any specific amount of commissions.
- Limitation of Glezedge Limited Liability
In no event shall Glezedge Limited be liable for any unavailability or inoperability of Skoolmasta Affiliate app, technical malfunction, computer error, corruption or loss of information, or other injury, damage, or disruption of any kind beyond the reasonable control of Glezedge Limited.
In no event will Glezedge Limited be liable for any indirect, incidental, consequential, personal injury/wrongful death, special, or exemplary damages, including, but not limited to, loss of profits or loss of business opportunity, even if such damages are foreseeable and whether or not Glezedge Limited has been advised of the possibility thereof. Glezedge Limited cumulative liability to Affiliate, from all causes of action and all theories of liability, will be limited to, and shall in no event exceed, the amounts paid to Affiliate by Glezedge Limited in commissions during the six (6) months, immediately prior to such claim.
- PROVISIONS
1. Severability
In the event that one or more of the words, phrases, sentences, clauses, sections, subdivisions, or subparagraphs contained herein shall be held invalid, this Agreement shall be construed as if such invalid portion had not been inserted.
In the event that any invalid language is severed under this paragraph, the severed language shall be comprised of the smallest unit possible such that the severance of the unit results in a valid provision (i.e., a single item in a list will be severed rather than the entire list, a clause will be severed rather than the entire sentence, etc.). Furthermore, if such invalidity shall be caused by the length of any period of time, the number or location of clients, the size of any area, or the description of the duties of Affiliate set forth in any part hereof, such period of time, number or location of clients, area, or description of duties, or any combination thereof, shall be considered to be reduced to a period, number, location, area, or description which would cure such invalidity.
2. Amendments; Modifications by Glezedge Limited
No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by a duly authorized officer of Glezedge Limited. In addition to any notice permitted to be given under this Agreement, Glezedge Limited may modify any of the terms and conditions of this Agreement at any time by providing Affiliate with a notification by e-mail.
The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to Affiliate, Affiliate may terminate this Agreement without penalty solely on the account of such termination within a ten (10) business-day period. Affiliate’s continued participation in this Affiliate Program ten (10) business days after a change notice has been posted will constitute Affiliate’s acceptance of such change.
In addition, Glezedge Limited may change, suspend, or discontinue any aspect of an offer or link or
remove, alter, or modify any tags, text, graphics, or banner ads in connection with a link. Affiliate agrees to promptly implement any request from Glezedge Limited to remove, alter, or modify any link, graphic, or banner ad that is being used by Affiliate as part of the Affiliate Program.
3. Assignment
This Agreement is a personal services agreement, in which Glezedge Limited is contracting with Affiliate solely for the skills and performance of referrals.
This Agreement may not be assigned by Affiliate.
This Agreement may be assigned by Glezedge Limited to any Affiliate of Skoolmasta without the consent of Affiliate.
The provisions of this Agreement shall be binding upon Affiliate’s heirs and legal representatives.
Should Glezedge Limited assign this Agreement, the effect of such assignment shall be a novation (i.e., the assumption of all rights and responsibilities of Glezedge Limited by the assignee and the complete and total release of Glezedge Limited by Affiliate in relation to such rights and responsibilities).
4. Entire Agreement
This Agreement sets forth and contains the entire agreement with regard to the matters set forth herein between Affiliate and Glezedge Limited. There are no promises, terms, conditions, or obligations other than those contained herein. This Agreement supersedes all previous communications, representations, or agreements, either verbal or written, between and among the parties.
5. Choice of Law
This Agreement, and any disputes arising from, relating to, or touching upon the Agreement and/or the subject-matter hereof, shall be construed under and governed by the law of the Federal Republic of Nigeria.
6. Venue and Personal Jurisdiction
Any action at law, suit in equity, or other judicial proceeding concerning, relating to, or touching upon in any way this Agreement or the subject-matter hereof, shall be brought, if at all, only in a court of proper jurisdiction in or including all areas of Nigeria’s jurisdiction.
All parties to this Agreement acknowledge the right of the specified court to assert personal jurisdiction in any such action over the parties to this Agreement and waive and release now and forever any defence to that assertion of jurisdiction that might otherwise exist.
7. Preparation of Agreement
This Agreement has been drafted and prepared by the combined efforts and input of the Parties hereto. Accordingly, should any term or provision hereof be found or alleged to be ambiguous, no construction of that term or provision against any particular party as “draftsman” shall arise or occur.
8. Headings for Convenience Only.
The headings used herein are for convenience only. The headings do not purport to define, limit, or extend the scope or intent of the language of the sections and the paragraphs to which they pertain.
9. Confidentiality.
Unless:
(a) this Agreement is the subject matter of a bona fide dispute between the parties or their successors; and/or
(b) disclosure of the terms of this Agreement is necessary to the defence of claims asserted by third parties; and/or
(c) disclosure is required under the law; and/or
(d) disclosure to auditors, accountants, or financial advisors is required for tax or financial purposes (in which case, Affiliate must take reasonable steps to protect the confidentiality of the existence and terms of this Agreement, including, but not limited to, requiring and causing the person or entity to whom the information is disclosed to adopt and approve a vow of confidentiality substantially similar to that set forth above), Affiliate agrees that Affiliate will not, during his/her engagement with Glezedge Limited and for a period of five (5) years thereafter, directly or indirectly disclose to any other person, firm, corporation, association, or organization (including, but not limited to, other Glezedge Limited employees or contractors, in relation to whom the corresponding agreements may differ from Affiliate’s Agreement on the basis of individualized negotiations) any information regarding the terms of this Agreement or the performance of the duties hereunder, including, without limitation, the terms of this Agreement, business and financial information, customer and school lists, and pricing and sales information concerning Skoolmasta or its Affiliate Program.
All such information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Affiliate for any purpose other than Affiliate’s participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than Affiliate. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance, or operate a service that competes with the Affiliate Program, or assist another party to do the same.
10. Waiver.
The waiver by one party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision by the other party.
The failure of a party at any time to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same.
11. Notices
Any and all notices or other communications required or permitted to be given under any of the provisions of this Agreement shall be in writing and shall be sent electronically, or otherwise, through emails, WhatsApp, or any other means that guarantees swift and immediate result, and shall be deemed to have been received upon a confirmation of delivery by whatever channel used.
12. Waybills; Promotional Materials
Any and all waybills or promotional materials required or permitted to be sent under any of the provisions of this Agreement shall be deemed to have been duly sent when personally delivered or couriered by a nationally recognised overnight delivery service or transport company that guarantees next day delivery; and receipt shall be deemed to have occurred at such time when the delivery was made and receipt signed by the recipient.
Either party may change its address for the purposes of this section by giving not less than two (2) days prior written notice of such change to the other party in the manner provided in this section.
- Affiliate Terms
By signing up to Skoolmasta Affiliate Program you agree that:
You are legally of age and there is no legal reason that would prevent or disallow you from promoting the solutions, products, and services of Glezedge Limited, i.e. Skoolmasta, as an Affiliate and earning commissions from our company’s programs and promotions.
You are to strive to meet monthly (3-month) targets of 30 schools, duly subscribed on the Skoolmasta App, to qualify for huge bonuses and higher commissions.
Your promotional content SHALL neither be in conflict nor defamatory and MUST not violate any part of this agreement or our operational procedures.
Your promotional content SHALL not infringe any copyrights;
You will perform all related business activities in an ethical and legal way.
- Fees & Payment
The affiliate fee is 20% of revenue from sales generated due to your referrals of users to Skoolmasta for the first 30 schools quarterly, and higher commissions and bonuses will apply thereafter.
The affiliate fee will be pending for 7 days after the customer has successfully paid the commerce activities fees, and then credited to your Affiliate account registered to the organisation.
If the client upgrades or downgrades their commercial subscription plan your income for that user will also reflect that change.
We pay affiliate commission for each transaction made by every paying customer referred via your affiliate ID.
Affiliate fees will be paid only on links that are tracked and reported by the affiliate, and customer billing system. The Client must have the affiliate generated code, and notified to the company so as to be able to track the affiliate ID.
- Termination
This agreement, which will begin upon your acceptance of the Terms and Conditions of the Affiliate Program and subsequent approval by Glezedge Limited, will end when terminated by either party. Either you or we may terminate this agreement at any time. To terminate please contact us at [email protected].
- Accepted promotions
As an Affiliate, you may use any form of promotion you choose, consistent with the terms of this Agreement. You may use banner advertisements, QR codes, button links and/or text links to our App and/or site, etc.
Your engagement with Glezedge Limited is purely contractual, not employment, and should be treated as such.
KINDLY AVOID Sending unsolicited emails or other mass messaging that in any way may constitute spam, so as not to endanger the brand.
Use of Skoolmasta Affiliate App, or associated platforms (including comments section) for sharing affiliate’s activities must be with restraints and discipline.
Never engage in any conduct that does not meet our standards of ‘fair play’ including things as fraud, confusing a customer, or providing content designed to mislead a customer for gains.
Any violation of these terms may result in termination or suspension from our Affiliate Program and loss of any outstanding payments earned during the violation.
- Important Notes
You SHALL not in any format use the Affiliate Program to earn affiliate fees on your own account or other accounts without record or information to the company in respect of customers.
Glezedge Limited reserves the right to update and change the terms of this Agreement without notice. Any modifications to these terms shall be made available at time of change.
We reserve the right to change the affiliate reward structure at our discretion or disqualify affiliate fees earned through fraudulent, illegal, or questionable sales or marketing methods.
All fees are exclusive of all taxes, charges, levies, assessments, and other fees of any kind imposed on your involvement in this agreement and Affiliates shall be responsible for paying their taxes under the law.
We reserve the right to refuse service to anyone for any reason at any time.
This document was last updated on April 13, 2023.
*This affiliate terms are subject to changes in accordance with changes or fluctuations in global/national economic indices.*
