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TravelCampus

PROSPECTIVE STUDENTS Catalog Course Registration Demo Lesson Independent Agents FAQ's Contact Us CURRENT STUDENTS Classroom My TravelCampus Travel Resources Bookstore Job Board TravelCampus Talk EDUCATORS and TRAVEL PROFESSIONALS Training eLearning Development Resources Affiliates Partners Contact Us Affilate Agreement THE FOLLOWING AFFILIATE AGREEMENT ("AGREEMENT") DESCRIBES THE TERMS AND CONDITIONS UNDER WHICH TravelCampus, owned by Education Systems LLC. ("TravelCampus", "WE", "US" AND "OUR") OFFERS YOU THE APPLICANT ("YOU" AND "YOUR") PARTICIPATION IN OUR AFFILIATE PROGRAM AND THE ABILITY TO ESTABLISH LINKS TO THE TravelCampus SITE (DEFINED BELOW). YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS. BY PRESSING THE "I ACCEPT" BUTTON, YOU ACCEPT THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS BELOW, CLICK THE "I DECLINE" BUTTON AND PROCEED NO FURTHER WITH REGISTRATION. You agree that this Agreement is the complete and exclusive statement of the Agreement between you and us, which supercedes any proposal or prior agreement, oral or written, and any other communications between you and us relating to the subject matter of this Agreement. We may amend this Agreement at any time by posting the amended terms on TravelCampus's Web site located at www.TravelCampus.com (the "TravelCampus Site"). The amended terms shall automatically be effective thirty (30) days after they are initially posted on the TravelCampus Site, and you are responsible for reviewing such terms. If any modification is unacceptable to you, your recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or a new agreement on the TravelCampus Site will constitute binding acceptance of the change. This Agreement may not be otherwise amended except in a document signed by both parties. By entering into this Agreement, You represent and warrant that (a) You are eighteen (18) years of age or older, and (b) You are either an individual, a sole proprietorship or an authorized representative of a company and duly authorized to bind such company (in which case "you" and "your" shall include such company). If you do not qualify, you may not participate in the Affiliate Program. Affiliate Relationship To begin the enrollment process, you will submit a completed Affiliate Program Application via the TravelCampus Site. If we accept your application, we will make available to you graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions of this Agreement, you may display on your Web site ("Affiliate Site"). You represent and warrant to us that your Affiliate Site and any materials thereon do not violate or infringe upon the rights of any third party, are not libelous or are otherwise illegal. We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses relating to the development, operation, maintenance, and content of your Affiliate Site. We reserve the right, but have no obligation, to monitor your Affiliate Site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. We may terminate your right to use the Links at any time, by giving you written notice. The maintenance and updating of your Affiliate Site will be your responsibility. Because you are a member of our Affiliate Program and information is updated often, it will be necessary for you to update your Affiliate Site on a regular basis to permit accurate tracking, reporting, and fee accrual via the Links between your Affiliate Site and the TravelCampus Site. License to TravelCampus Marks We hereby grant to you a limited, non-exclusive, non-transferable license during the term of this Agreement to use the trademarks and service marks we provide to you ("Marks") for use solely as a part of the Links; provided that (i) any proposed use of any such Marks are subject to our prior and periodic review and approval, (ii) this limited license shall terminate upon the termination of this Agreement and (iii) this license may be withdrawn or suspended in the event we reasonably determine the nature and/or quality of any of your products or services with which the Marks are associated do not conform to our standards. You agree that (i) our Marks, whether or not registered, are the sole property of TravelCampus and/or its suppliers, and (ii) reproduction of our Marks inures to our benefit. Reservation of Rights Except as expressly stated in this Agreement, this Agreement does not convey any rights or licenses in or to the TravelCampus Site or any copies thereof to you. Company reserves all rights in the TravelCampus Site not expressly granted herein and no express or implied license of right of any kind is granted to Partner regarding the TravelCampus Site and any underlying software, including, but not limited to, any right to know, use, produce, receive, reproduce, copy, market, sell, distribute, transfer, translate, modify, adapt, disassemble, decompile, reverse engineer, create derivative works, or obtain possession of any source code or other technical material related to the TravelCampus Site. Customer Processing We will process transactions placed by customers who follow the Links from your Affiliate Site to the TravelCampus Site ("Customer"). We reserve the right to reject transactions that do not comply with certain requirements, which we periodically may establish. We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, delivery, cancellations and related Customer service. We will track the volume and amount of sales generated by your Affiliate Site. Commission Payment You are eligible to earn commissions on all sales during the term of this Agreement, where the Customer follows a Link from your Affiliate Site directly to the TravelCampus Site and that Customer, using the TravelCampus Site's product, successfully registers and pays for a TravelCampus course. Each such Transaction is subject to the terms and conditions set forth by the related travel purchase. Terms and conditions may vary by type of Transaction. We will pay you a commission only if the Customer is tracked on our internal online ordering system from the time the Link is initiated on your Affiliate Site to the time of the sale. You agree that no commission will be paid if the Customer cannot be tracked by our internal ordering system. Subject to the terms and conditions of this Agreement, we will pay you a commission equal to the rate listed below for each Transaction (each a "Commission Rate"). 1. Registers and pays for a TravelCampus course(s): 20% of listed course price on the TravelCampus site. During the term of this Agreement, approximately 30 days following the end of each month with respect to which we owe you commissions, we will send you a check for commissions earned during that month. However, if the commissions payable to you for any month are less than $75 USD, we will hold those commissions until the total amount due is at least equal to $75 USD. Policies and Pricing Customers who register for TravelCampus courses will be deemed to be Customers of the TravelCampus Site for all purposes with respect to such Customer's actions on the TravelCampus Site. Accordingly, all of our rules, policies, and operating procedures concerning TravelCampus student policies, transactions and related customer service will apply to those Customers. We may change our policies and operating procedures at any time and in our sole discretion. Term of the Agreement The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn a commission on student registrations occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related registrations are not canceled or refunded. If this Agreement is terminated because you have breached the terms of this Agreement, you are not eligible to receive any commission payments, even for commissions earned prior to termination. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. The following provisions shall survive termination of this Agreement and shall remain in full force and effect: Sections 2, 3, and 8-10. Confidentiality In performance of this Agreement each party may disclose to the other certain Confidential Information. The receiving party of Confidential Information under this Agreement ("Recipient") shall only disclose, copy, use or otherwise transfer the Confidential Information to persons with a need to know the Confidential Information and for purposes of performing or receiving the Services. Prior to disclosing the Confidential Information to any party, Recipient shall require such party to comply with the non-disclosure obligations of Recipient under this Agreement. The obligations under this Agreement with regard to use and disclosure of the Confidential Information which is a trade secret under applicable law shall remain in effect for as long as such information remains a trade secret under applicable law. The obligations with regard to use and disclosure of all other Confidential Information shall remain in effect for three (3) years after the termination of this Agreement. For purposes of this Agreement, Confidential Information means information which is not in the public domain and is clearly identified as confidential at the time of disclosure. Disclaimers and Limitation of Liability WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR ANY SERVICE, PRODUCT OR OTHER ITEMS SOLD THROUGH THE AFFILIATE PROGRAM, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, WHETHER ARISING BY LAW, CUSTOM OR CONDUCT, OR AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION PROVIDED BY US. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE TravelCampus SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. We will not be liable for indirect, special, incidental or consequential damages (including without limitation, loss of profits or data) arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our maximum, cumulative liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid to you under this Agreement. The foregoing limitations shall apply regardless of the cause of action under which such damages are sought. Miscellaneous You shall not create, publish, distribute or permit any written material that makes reference to us, without first submitting such material to us and receiving our express written consent, which shall not be unreasonably withheld. Any failure of a party to comply with any obligation, covenant, agreement or condition herein may be expressly waived in writing by the other party, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. You may not assign this Agreement in whole or in part without our prior written consent and any such attempted assignment will be void. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Utah without giving effect to the conflict-of-laws principles thereof. The parties acknowledge that a breach of Section 2 or 3 of this Agreement may result in irreparable harm to the non-breaching party. In the event of such breach, the nonbreaching party may apply to a court of competent jurisdiction for any appropriate equitable or injunctive relief, including, without limitation, preliminary and permanent injunctions and temporary restraining orders. All notices given in connection with this Agreement shall be in writing (including by e-mail) and deemed received 48 hours after deposit in the first class United States mail, postage prepaid, or if given by other means, upon actual receipt. Notices shall be delivered to the appropriate party at its address set forth in this Agreement or at such other address as a party may specify in writing from time to time. Notwithstanding anything else set forth herein to the contrary, the relationship between the parties is an independent contractor relationship only, and nothing herein shall be construed to create a partnership, joint venture, employment, or any other agency relationship between the parties. Should any part, term or provision of this Agreement or any document required herein to be executed be declared invalid, void or unenforceable, all remaining parts, terms and provisions shall nonetheless remain in full force and effect and shall in no way be invalidated, impaired or affected thereby.

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