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This agreement (hereinafter “Agreement”) is entered into by and between Studycat Limited (hereinafter “Studycat“) and Affiliate (together “Parties” or each individually as “Party”) effective as of the latest date set forth upon acceptance of the “Terms of Service” (the “Effective Date”).


1. Background


1.1      Affiliate is an individual or business entity that owns and operates an online internet presence using a platform such as a blog, webpage, YouTube channel or social media property such as Facebook, Instagram, LinkedIn, Pinterest, Snapchat, Twitter, etc. (all of Affiliate’s platforms are collectively referred to as “Affiliate Website”).  Affiliate uses their Affiliate Website, to promote the Studycat brands, products, or services in exchange for remuneration. 


1.2      Studycat is seeking to expand its brand, products, and service awareness through the Studycat Partners Program by placing Studycat branded advertisements on the Affiliate Website.


2. Program Enrollment and Advertising


2.1     Affiliate agrees that any information provided to Studycat pertaining to the Affiliate Website will always be accurate, correct and up to date and not used for any illegal or unauthorized purpose. For the purpose of tracking, Affiliate agrees to provide Studycat with the location of each website that Affiliate wishes to use in order to promote Studycat products and services.


2.2      Affiliate agrees that it will not bid on any of Studycat’s trademarked terms including any variations or misspellings thereof for search or content based campaigns on Google, Yahoo, Facebook, or any other network. Likewise, Affiliate agrees that it will not engage in any URL hijacking, competitive brand bidding, unauthorized link cloaking, or other fraudulent brand bidding.


2.3      Affiliate agrees that it will not advertise unauthorised coupon codes obtained from any non-affiliate marketing channel, including coupon codes from Studycat’s email, paid search, or other advertising campaigns.






3. Duration of Contract and Termination


3.1       The duration of this Agreement shall be exactly one (1) year from the Effective Date. At the end of this term, this agreement will automatically renew on a month by month basis unless terminated by either party in accordance with Paragraph 3.2.


3.2      Either Party may terminate this Agreement for any reason by providing 30 days or one calendar month written notice to the other party (expiration of this time is the “Termination Date”).  Unless otherwise set forth in this Agreement, Studycat shall pay any approved and pending Commission (as defined in Section 6. Commissions) owed to Affiliate through the Termination Date.


3.3      Failure to comply with any term of this Agreement by Affiliate shall be considered a breach of the Agreement, granting Studycat the immediate right to terminate this Agreement without prior notice or right to cure, at Studycat’s sole discretion. The date of breach will be the “Breach Date”.  Affiliate shall have no right whatsoever to any Commission that occurred after the Breach Date.


4. Promotional Materials


4.1      Studycat shall make available to Affiliate certain advertising assets, such as text links, button links, proprietary articles and/or other graphic or textual material for display and use on the Affiliate Website (collectively the “Promotional Materials”).

Affiliate shall display the Promotional Materials on the Affiliate Website and as Affiliate sees fit, provided that the manner of display shall be subject to the terms, conditions and specifications of this Agreement. Studycat may, from time to time, change the Promotional Materials, in its sole discretion, and the Affiliate must update the same according to any changes by Studycat within 14 days of written notice.



4.2      Affiliate’s use and display of the Promotional Materials on the Affiliate Website shall conform to the following terms, conditions and specifications:


4.2.1    Affiliate may not use any graphic, textual or other materials to promote Studycat

products or services other than the Promotional Materials provided by Studycat on the Affiliate platform, unless such additional Promotional Materials have been approved in writing by Studycat prior to use or display.      


4.2.2    Affiliate may only use the Promotional Materials for the purpose of promoting Studycat’s products and services.


4.2.3    Affiliate will not alter or otherwise modify the Promotional Materials provided by Studycat. Any modifications made to Promotional Materials will be grounds for termination of the Agreement.


4.2.4    The Promotional Materials will be used to link only to the specific web site page specified by Studycat.


4.3      Studycat reserves the right to change its policies, procedures, modify special offers or promotions, discontinue products or services, or change the terms under which products or services are offered at any time, without advance notice to Affiliate or customers purchasing through Affiliate’s Link (defined below).


5. Limited License to Use Studycat’s Intellectual Property


5.1       As of the Effective Date, Studycat grants Affiliate a revocable, non-exclusive, non-sublicensable, royalty-free license to use the Promotional Materials provided by Studycat during the term of this Agreement.


5.2 Promotional Materials will be made available and accessible to the Affiliate through the Affiliate platform. 


5.3      Affiliate may only display the Promotional Materials on the Affiliate Website, and for the sole purpose of promoting Studycat’s products and services.


5.4      Affiliate shall have no right or license to use any of Studycat’s intellectual property or proprietary material other than the Promotional Materials provided. The same shall be applicable to any other materials approved by Studycat (see Section 4.2.1).


5.5      Affiliate is prohibited from distributing, reproducing, modifying, amending, or creating derivative works of the Promotional Materials.


5.6       Any license or right to use Studycat’s intellectual property ends immediately on the Termination Date or Breach Date, whichever occurs first.


5.7      Affiliate shall immediately cease any use of the Promotional Materials or any

other marketing materials related to Studycat upon the Termination Date or Breach Date, whichever occurs first.


6. Commission and Payment


6.1      Affiliate will be paid a referral fee (“Commission”), for each completed Action (as defined below) that is not cancelled, returned or refunded. A Commission will be considered any conversion minus refunds within that calendar month. An “Action” can refer to a customer’s purchase of a Studycat subscription on the Studycat website or the registration of a free trial subscription or registration to the Studycat Club, using the unique affiliate link assigned to Affiliate (“Link”) within forty five (45) days of the last use of the Link, and that has been tracked and validated by Studycat.


6.2       Studycat will validate all Affiliate Commissions, which is necessary prior to payment of any Commission.  This will usually take place monthly, and occur on the 25th day of each calendar month for purchases completed during the previous calendar month. Studycat’s own methods, processes, and procedures for validation are the sole way to validate Commissions, and shall be final.


6.3      Commissions will be paid to Affiliate on a monthly basis, subject to Affiliate having met the minimum threshold for payment (see Section 6.4). Commissions will be reduced for any Actions that are cancelled, returned, or where payment is otherwise refunded to the purchaser.


6.4      Commissions will be paid to Affiliate accounts when a minimum of one hundred ($100) USD in adjusted commissions is reached. In the event that the minimum threshold of one hundred ($100) USD is not met, commissions will rollover to the following calendar month. If the minimum threshold is not met, the balance will be paid at the expiry of the Agreement or upon the Termination Date. 


7. Affiliate’s Duties


7.1      Affiliate is solely responsible for the development, maintenance and operation of Affiliate’s website and for placing Links on Affiliate’s website in compliance with the terms of this Agreement.


7.2      Affiliate is responsible for complying with all laws, including but not limited to disclosing that any Link or other advertising provided on its website or marketed to potential customers are affiliated links and the Affiliate may receive a Commission.


7.3      Affiliate is responsible for all materials that appear on Affiliate’s website and for ensuring that such items do not infringe upon the rights of any third party including, but not limited to, copyright, trademark, privacy or other intellectual or proprietary rights.


8. Warranties


8.1      Studycat’s Warranties: Studycat represents, warrants and covenants that it has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully provide Promotional Materials to Affiliate.


8.2      Affiliate’s Warranties: Affiliate represents, warrants and covenants that: (i) it has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Affiliate’s obligations or duties set forth hereunder, whether performance is due now or hereafter, (ii) its website(s) do not and will not contain any materials that are illegal and are not operated for any illegal purpose or in an illegal manner, (iii) its website(s) do not contain any content that may be harmful, abusive, obscene, threatening, or defamatory, and (iv) it will comply with all laws and regulations applicable to it, including all disclosure requirements.




9. Limitation of Liability


9.1      Studycat shall only be liable in accordance with the applicable law in case of (i) intent, (ii) gross negligence, (iii) loss of life, bodily injury or damage to health.  In all other cases, Studycat will only be liable if it has infringed fundamental contractual obligations.  Fundamental contractual obligations are duties which must be complied with in order to ensure the proper performance of this contract and upon the performance of which Affiliate relied or could be reasonably expected to rely on.  In this event, the liability shall however be limited to the foreseeable, typical damage.



10. Indemnification


10.1     Affiliate agrees to indemnify, defend and holds harmless Studycat, its officers, directors, employees, contractors, affiliates, agents, successors and assigns from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, (including all costs and attorneys’ fees related thereto), whether or not involving a third party claim, arising out of or relating to (i) Affiliate’s use of the Promotional Materials or other intellectual property of Studycat, (ii) any allegations that any of Affiliate trademarks and other intellectual property and proprietary material infringe upon the rights of any third party, (iii) any breach or alleged breach by Affiliate of any term, covenants, condition, representation or warranty contained in this Agreement or Affiliate’s promotion of Studycat, or (iv) any claim related directly or indirectly to Affiliate’s use, operation or the content of Affiliate’s website.



11. Miscellaneous Provisions


11.1     This Agreement, together with any appendices hereto, states the entire agreement between the Parties regarding its subject matter and supersedes and terminates any prior oral or written proposals, agreements or other communications between the Parties regarding the subject matter. 

Amendments or supplements to this agreement shall only be binding if made in written form.


11.2      All Agreements between the Parties shall be governed by and construed in accordance with the laws of Hong Kong, and the Parties submit unconditionally to the exclusive jurisdiction of the courts of Hong Kong.


11.3     Studycat and Affiliate shall perform their obligations hereunder as independent contractors. Nothing herein is intended to, or shall be construed to create a partnership, agency, joint venture, employment or similar relationship between the Parties. Neither Party has any right or ability to bind or enter into any obligation on behalf of the other. Each Party shall bear its own costs and expenses of its performance of its obligations under this Agreement.


11.4     Should any provision of this Agreement be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced with a valid provision that comes closest to the purpose and objective of the invalid provision.


11.5     Unless otherwise expressly stated, all amounts stated in this Agreement and any attachments are in United States Dollars ($) and exclude taxes.


11.6     “Written” or “written form” means that it be in a written, textual form, signed by the corresponding party, which can be sent via mail or email (scanned). 


11.7     This Agreement may be executed in one or more counterparts and by way of electronic signature, each of which when executed and delivered electronically in PDF format or in hardcopy shall be deemed an original, but all of which taken together shall constitute one and the same document. Counterpart signature pages may be delivered and exchanged by email or other means of electronic transmission.