This Agreement is between LUTECE LANGUE SARL, located at 6 rue Las Cases 75007 Paris – France, VAT number FR10 409 378 379 00047 hereinafter “Merchant” and YOU, hereinafter “Affiliate”, and contains the complete terms and conditions under which the Affiliate represents the Merchant’s products and services through links and other types of advertisements on its Web site(s) and receives a commission for each sale received by the Merchant at the Affiliate’s indication as specified below. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Merchant, and “you,” “your,” and “yours” refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application on the Merchant’s affiliate program platform. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
- 2.1.1. Promotes sexually explicit materials
- 2.1.2. Promotes violence
- 2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- 2.1.4. Promotes illegal activities
- 2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
- 2.1.6. Includes “Merchant” or variations or misspellings thereof in its domain name
- 2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
- 2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
- 2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are the Merchant or any other affiliated business.
- 2.2. As a member of the Merchant’s Affiliate Program, you will have access to an affiliate control panel, with statistics about the traffic your Web site(s) send(s) to the Merchant site, promotional material you can use on your Web site(s), as well as help documents and affiliate marketing information. You are responsible for safeguarding your access data and making correct use of the platform at all times.
- 2.3. Merchant reserves the right, at any time, to review your affiliate membership and approve the use of our links in your site and require that you change the placement or use to comply with the guidelines given to you.
- 2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that our content is up-to-date and to notify you of make suggestions that we feel should enhance your performance.
- 2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws applicable to your site or company. You must have express permission to use any person’s copyrighted material, whether it be written, an image, or any other copyright work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights.
3. Merchant Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Merchant Affiliate Program.
3.2. The Merchant reserves the right to terminate this Agreement and your participation in the Merchant Affiliate Program immediately and without notice if you commit fraud in your use of the Merchant Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, the Merchant shall not be liable for any commissions payable to you for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder.
Either party may end this Agreement AT ANY TIME, with or without cause, by giving the other party 15 days written notice. The written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately if you breach this Agreement.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Merchant’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Merchant’s Affiliate Program following posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6.1. We will pay you commissions for each transaction made by a referred user through your website(s), as follows:
- 6.1.1. For affiliates who referred less than 30.000€ in sales in the previous year: 5% on each sale.
- 6.1.2. For affiliates who referred more than 30.000€ in sales in the previous year: 10% on each sale.
6.2. Commissions are due after students completed the course pre-admission requirements and paid the full amount of the course. The commissions are applied on on-site and online French courses sales, excluding enrollment fees, or any other extras.
- 6.2.1 – Commissions are not recursive, they will only be applied to the first reservation that a student makes through the Affiliate, excluding all subsequent reservations that the student makes directly with the Merchant.
6.3. The Merchant will pay the commissions to the Affiliate within a maximum of 30 days after the completion of clause 6.2, by bank transfer to the account that the Affiliate indicates. Alternatively, the Affiliate may request payment of the commissions through PayPal, since the Affiliate assumes the fees charged by PayPal for the transaction.
6.4. In the event of termination of this contract, the Merchant shall pay the Affiliate all outstanding commissions in accordance with clause 6.3, except in the event of a serious breach of this contract by the Affiliate.
7. Promotion Restrictions
7.1. You are free to promote our services on your own web sites in whatever way you consider most appropriate, since any promotion that mentions the Merchant is perceived by the public or the press as a partnership only. At all times, you must clearly represent yourself and your web sites as independent from the Merchant. You may not advertise in any way that effectively conceals or misrepresents your or our identity.
7.2. You agree to promote our affiliate program to your audience in an ethical, non-intrusive and safe manner. It is totally forbidden to use promotional means that put at risk the devices of the users, that use deceit for the contracting of the Merchant’s services, that cause abnormal navigation on your web site, such as the pop-ups and/or pop-unders, as well as any other techniques that can damage the Merchant’s image or business. Any type of unsolicited advertising that can be defined as “spam” is totally unacceptable to the Merchant. You may use mailings to customers to promote the Merchant as long as the recipient is already a customer or subscriber to your services or web site, and recipients have the option to remove themselves (opt out) from future mailings. You may post to newsgroups and forums to promote the Merchant if the news group specifically accepts commercial messages.
7.3. You may not bid on Pay Per Click advertising programs such as Google Adwords or Bing Ads for keywords that include the Merchant’s trade names such as LUTECE LANGUE or other variations.
8.1. We grant you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Merchant’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of the Merchant and the good will associated therewith is for the sole benefit of the Merchant.
8.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
We make no express or implied representations or warranties regarding our service and web site or the products or services provided therein, any implied warranties of our ability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded. In addition, we make no representation that the operation of our site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.
10. Representations and Warranties
You represent and warrant that:
10.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
10.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
10.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
11. Limitations of Liability
The Merchant will not be liable to the Affiliate with respect to any subject matter of this agreement under any contract, negligence, tort, strict liability or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this agreement, in no event shall the Merchant’s cumulative liability to you arising out of or related to this agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total commission fees paid to you under this agreement.
You hereby agree to indemnify and hold harmless the Merchant, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on any claim made by a third party arising from your violation of the terms of this agreement or from your activities to enforce this agreement that violate the rights of a third-party.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
This confidentiality is extended to all information of other businesses operated by both parties, by their subsidiaries or other persons designated by them and who, due to the relationship between the parties, have access to confidential information.
In accordance with the provisions of current legislation on the Protection of Personal Data, the General Data Protection Regulation (GDPR) (EU) 2016/679, we inform you that your data will be incorporated into the processing system owned by the Merchant, and will be treated on mixed files with your personal data, stored and managed in accordance with the GDPR exclusively for the purposes of this agreement and for its duration. The Merchant undertakes to comply with the obligation of secrecy with regard to the personal data provided, as well as the duty to safeguard it by adopting the appropriate technical, organizational and security measures necessary to prevent its alteration, loss, processing or unauthorized access.
Your data will not be passed on to third parties, except to the data processors legally entitled by the Merchant to process your information. You have the right to obtain confirmation if we are processing personal data concerning you, to access your personal data, as well as to request the rectification of inaccurate data or, where appropriate, to request their deletion when, among other reasons, the data are no longer necessary for the purposes for which they were collected.
In certain circumstances, you may request a restriction on the processing of your data, in which case we will only retain them for the purpose of exercising or defending claims. For reasons related to your particular situation, you may object to the processing of your data. You have the right to portability where technically possible. You may contact the Merchant via our postal address above or by email address email@example.com to exercise your rights.
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and the Merchant. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Sites or otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all the business or assets of a third party.
15.3. You may not amend or waive any provision in this Agreement unless it is in writing and signed by both parties.
15.4. This Agreement represents the entire agreement between us (the Merchant) and you (the Affiliate) and shall supersede all prior agreements and communications of the parties, oral or written.
15.5. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is affected, and the remainder of this agreement shall have full force and effect.
16. Courts and jurisdiction
The application and interpretation of this agreement shall be governed by French law. In case of disagreement the parties submit to the jurisdiction of the courts of Paris, France.