These Affiliate Partner Terms & Conditions were last updated on 25 November, 2021.

1.
Overview

These Affiliate Partner Terms (hereinafter called the "Affiliate Partner Program") contain the complete terms and conditions that covers your responsibilities as an Affiliate Partner in UPLYRN’s Affiliate Partner program and our responsibilities to you. Please ensure you read and understand the entirety of these Terms which are important to our working relationship. The purpose of these Affiliate Partner Terms is to allow You to make affiliate commissions through sales generated from Your website or social media page to Our Services in the manner set forth herein.

2.
Assent and Acceptance

By submitting an application to our Affiliate Partner Program, You warrant that You have read and reviewed these Terms and that You agree to be bound by it. This Affiliate Partner Program specifically incorporates by reference any Terms of Conditions, Privacy Policies, End-User License Agreements, or other legal documents which We may have on Our website.

3.
Affiliate Partner Program Sign-up

In order to sign up for Our Affiliate Partner Program, You will first be asked to submit an Affiliate Partner Application to join. The Affiliate Partner Application may be found at www.uplyrn.com/affiliate.referral

Submitting an Affiliate Partner Application does not guarantee inclusion in the Affiliate Partner Program. We evaluate each and every application and are the sole and exclusive decision-makers on Affiliate Partner acceptance. If We choose not to allow Your inclusion in the Affiliate Partner Program, We will attempt to notify You in a reasonable manner. You understand and agree that We may accept or reject Your Application at Our sole discretion. Your Application will be rejected if any of the information You provide is incorrect or incomplete, if Your website or social media page promote materials of a sexual, pornographic violent, or defamatory nature, if You or Your website or social media page discriminate, violate any applicable law, or violate any person’s intellectual property rights, or for any other reason We may deem fit to reject Your Application.

If Your Affiliate Partner Application is rejected, You may not reapply. If Your Affiliate Partner Application is accepted, each of these Terms and Conditions applies to Your participation. We may also ask for additional information to complete Your Affiliate Partner Application or for You to undertake additional steps to ensure eligibility in the Affiliate Partner Program.

4.
Non-Exclusivity

These Terms do not create an exclusive relationship between You and Us. You are free to work with similar affiliate program providers in any category. This Terms imposes no restrictions on Us to work with any individual or company we may choose.

5.
Affiliate Program

After Your acceptance in the Affiliate Partner Program, You must ensure Your account is set up thoroughly, including specific payout information and location.

Please be advised the below is a general description of the Affiliate Partner Program. Everything contained in this subsection is subject to the specific Terms and Conditions throughout the rest of this Affiliate Partner Program.

No cookie stuffing: You agree not to use cookie "stuffing," or other techniques which may incorporate a tracking code without specific knowledge of the online user.

All information which will be displayed on the Affiliate Partner Site regarding UPLYRN must be approved by Us in writing prior to display.

Sales: We will provide You with a specific referral code which correspond to certain products. The Referral Code will be keyed to Your identity. You hereby agree to fully cooperate with Us regarding use of the Referral Code and that You will explicitly comply with all of these Terms for the promotion of the Referral Code at all times. We may modify the specific referral code and will notify You if We do so. You agree to only use referral codes which are prior approved by Us.

Each time a user uses your Referral Code and completes the sale of the item on the UPLYRN site and We determine it is a Qualified Purchase, as described below, You will be eligible to receive the following percentage of the sale: 35% (thirty-five percent).

6.
Specific Terms Applicable

We will determine whether payout is permissible in Our sole and exclusive discretion. We reserve the right to reject clicks and/or sales that do not comply with these Terms.

Processing and fulfilment of orders will be Our responsibility. We will also provide real-time data regarding Your account with Us through the portal on which you log into the website.

As described above, in order to be eligible for payout, user purchases must be "Qualified Purchases." Qualified Purchases:

  • a)Must not be referred by any other partner or affiliate partner (in other words, through the use of Referral Codes that are not keyed to you)

  • b)May not be purchased by an already-existing partner or affiliate of UPLYRN;

  • c)May not be purchased prior to the Affiliate Partner joining the Affiliate Partner Program;

  • d)May not be purchased by a customer in violation of any of our legal Terms;

  • e)May not be fraudulent in any way, in UPLYRN's sole and exclusive discretion;

  • f)May not have been induced by the Affiliate Partner offering the customer any coupons or discounts;

7.
Payout Information

Currently, UPLYRN employs the following methods of payout: PayPal.

For any changes in Your PayPal information, You must notify Us immediately and We will endeavour to make the changes to Your payout information as soon as possible.

Each month, We will pay the net amount due to You for the amounts received for services sold through the UPLYRN Service, within 45 days of the previous month-end.

We explicitly reserve the right to change payout information in Our sole and exclusive discretion. If We do so, You will be notified.

For any disputes as to payout, UPLYRN must be notified within thirty days of Your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.

8.
Reports

You may log into Your account with Us to review reports related to Your affiliation, such as payout reports and Qualified Purchase information. Please be advised however, that not all listed qualifying purchases have been fully reviewed for accuracy in the reports viewable by You in real-time and therefore may be subject to change prior to payout.

9.
Term, Termination & Suspension

The Terms will begin when We accept You into the Affiliate Partner Program. It can be terminated by either Party at any time with or without cause.

You may only earn payouts as long as You are an Affiliate Partner in good standing during the term. If You terminate this Affiliate Partner Program with Us, You will qualify to receive payouts earned prior to the date of termination.

If You fail to follow the Terms of this Affiliate Partner Program or any other legal terms We have posted anywhere on Our website or websites, You forfeit all rights, including the right to any unclaimed payout.

We specifically reserve the right to terminate this Affiliate Partner Program if You violate any of the Terms outlined herein, including, but not limited to, violating the intellectual property rights of UPLYRN or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.

At the termination of this Affiliate Partner Program, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

10.
Intellectual Property

You agree that the intellectual property owned by UPLYRN includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to UPLYRN ("UPLYRN IP").

Subject to the limitations listed below, We hereby grant You a non-exclusive, non-transferable, revocable license to access Our websites in conjunction with the Affiliate Partner Program and use the UPLYRN IP solely and exclusively in conjunction with identifying UPLYRN and brand on the Affiliate Partner Site to send customers to the Affiliate Partner links We provide. You may not modify the UPLYRN IP in any way and You are only permitted to use the UPLYRN IP if You are an Affiliate Partner in good standing with Us.

We may revoke this license at any time and if We find that You are using the UPLYRN IP in any manner not contemplated by these Terms, we reserve the right to terminate this Affiliate Partner Program.

Other than as provided herein, You are not permitted to use any of the UPLYRN IP or any confusingly similar variation of the UPLYRN IP without Our express prior written permission. This includes a restriction on using the UPLYRN IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.

Please be advised that Your unauthorized use of any UPLYRN IP shall constitute unlawful infringement and We reserve all of Our rights, including the right to pursue an infringement suit against You in court. You may be obligated to pay monetary damages or legal fees and costs.

You hereby provide Us a non-exclusive license to use Your name, trademarks and servicemarks if applicable and other business intellectual property to advertise Our Affiliate Partner Program.

11.
Modification & Variation

UPLYRN may, from time to time and at any time, modify these Terms. You agree that UPLYRN has the right to modify these Terms or revise anything contained herein. You further agree that all modifications to these Terms are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of these Terms, unless prior versions are specifically referred to or incorporated into the latest modification or variation of these Terms. If We update or replace the terms of this Affiliate Partner Program, We will let You know via electronic means, which may include an email. If you don't agree to the update or replacement, You can choose to terminate this Affiliate Partner Program as described below.

  • a)To the extent any part or subpart of these Terms is held ineffective or invalid by any court of law, You agree that the prior, effective version of this Affiliate Partner Program shall be considered enforceable and valid to the fullest extent.

  • b)You agree to routinely monitor these Terms and refer to the Effective Date posted at the top of these Terms to note modifications or variations. You further agree to clear Your cache when doing so to avoid accessing a prior version of these Terms.

12.
Relationship of the Parties

Nothing contained within these Terms shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of UPLYRN and will remain so at all times.

13.
Acceptable Use

You agree not to use the Affiliate Partner Program or UPLYRN for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Affiliate Partner Program in any way that could damage Our websites, products, services, or the general business of UPLYRN.

a)

You further agree not to use the Affiliate Partner Program:

  • i)To harass, abuse, or threaten others or otherwise violate any person's legal rights;

  • ii)To violate any intellectual property rights of UPLYRN or any third party;

  • iii)To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

  • iv)To perpetrate any fraud;

  • v)To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

  • vi)To publish or distribute any obscene or defamatory material;

  • vii)To publish or distribute any material that incites violence, hate, or discrimination towards any group;

  • viii)To unlawfully gather information about others.

14.
Affiliate Partner Obligations
  • a)You are responsible for ensuring operation and maintenance of the Affiliate Partner Site, including technical operations, written claims, links, and accuracy of materials. You must ensure, as noted above, that the Affiliate Partner Site does not infringe upon the intellectual property rights of any third party or otherwise violate any legal rights.

  • b)We may monitor Your account, as well as clicks and/or purchases coming through Your account. If We determine You are not in compliance with any of these Terms, We have the right to immediately terminate Your participation in the Affiliate Partner Program.

  • c)We require all of Our Affiliate Partners to comply with all applicable statutes, regulations, and guidelines set by the state and local governments as mandated. We require that Affiliate Partner relationships, such as the relationship between You and UPLYRN, be disclosed to consumers.

  • d)You are required to post a conspicuous notice on Your website regarding the Affiliate Partner Program. The notice does not have to contain the precise words as the example given below, but should be similar:

    We engage in affiliate marketing whereby we receive funds through the sale of goods or services on or through this website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with any legal requirements which may apply.

  • e)We also require You to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact Your country of residence or Your visitors. Such regulations include, but are not limited to, any applicable laws in Singapore, the United States or the General Data Protection Regulation of the European Union. We also require that You implement adequate organizational and technical measures to ensure an appropriate level of security for the data that You process. Further, You hereby agree to comply with any requests which We may make to You regarding compliance with the General Data Protection Regulation or requests which You may receive from data subjects.

  • f)As a member of Our Affiliate Partner Program, You agree not to directly or indirectly, for Yourself or on behalf of another, solicit business away from, or solicit, induce, influence, or encourage any of Our lecturers to upload their UPLYRN Course(s) on Your websites and/or platforms, or otherwise alter, terminate or breach their contractual or other business relationship with Us.

  • g)Persons who become customers of Our Services through referrals made in the Affiliate Partner Program will be considered Our customers, at Our sole discretion. All Our Terms, rules, policies, and operating procedures that apply to Our Users will apply to such referred customers. We may change Our Terms, rules, policies, and operating procedures at any time, as further described in Our Terms of Use and Our other terms as We may post from time to time.

  • h)You have the right to work with a sub-affiliate network so long as Your sub-affiliates follow Our Affiliate Partner Terms. You understand that You are responsible for Your sub-affiliate’s compliance with these terms and that non-compliance by any of Your sub-affiliates may result in the termination of Your affiliate partner account.

If We find You are not in compliance with any of the requirements of this subpart, We may terminate Our relationship with You at our sole and exclusive discretion.

15.
Reverse Engineering & Security

You agree not to undertake any of the following actions:

  • a)Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of Our websites or services;

  • b)Violate the security of any of Our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

16.
Data Loss

UPLYRN does not accept responsibility for the security of Your account or content. You agree that Your participation in the Affiliate Partner Program is at Your own risk.

17.
Indemnification

You agree to defend and indemnify UPLYRN and any of its agents (if applicable) and hold Us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to Your use or misuse of the Affiliate Partner Program, Your breach of these Terms, or Your conduct or actions. You agree that UPLYRN shall be able to select its own legal counsel and may participate in its own defense, if UPLYRN wishes.

18.
Spam Policy

You are strictly prohibited from using the Affiliate Partner Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

19.
Entire Terms

These Terms constitutes the entire understanding between the Parties with respect to the Affiliate Partner Program. These Terms supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.

20.
Service Interruptions

UPLYRN may need to interrupt Your access to the Affiliate Partner Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that Your access may be affected by unanticipated or unscheduled downtime, for any reason, but that UPLYRN shall have no liability for any damage or loss caused as a result of such downtime.

21.
No Warranties

You agree that Your use of the Affiliate Partner Program is at Your sole and exclusive risk and that any services provided by Us are on an "As Is" basis. UPLYRN hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. UPLYRN makes no warranties that the Affiliate Partner Program will meet Your needs or that it will be uninterrupted, error-free, or secure. UPLYRN also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to You, through Your computer system, or as a result of loss of Your data from Your use of the Affiliate Partner Program is Your sole responsibility and that UPLYRN is not liable for any such damage or loss.

22.
Limitation on Liability

UPLYRN is not liable for any damages that may occur to You as a result of Your participation in the Affiliate Partner Program, to the fullest extent permitted by law. The maximum liability of UPLYRN arising from or relating to these Terms is limited to SGD[50]. This section applies to any and all claims by You, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

23.
General Provisions:

a)Language: All communications made or notices given pursuant to these Terms shall be in the English language.

b)Jurisdiction, Venue & Choice of Law: Through Your participation in the Affiliate Partner Program, you agree that Singapore shall govern any matter or dispute relating to or arising out of these Terms, as well as any dispute of any kind that may arise between You and UPLYRN, with the exception of its conflict of law provisions. In case any litigation specifically permitted under these Terms is initiated, the Parties agree to submit to the courts Singapore. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.

c)Arbitration: In case of a dispute between the Parties relating to or arising out of these Terms, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in Singapore. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of these Terms, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing law of Singapore. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by UPLYRN will not be subject to arbitration and may, as an exception to this subpart, be litigated.

d)Assignment: These Terms, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by You. Should these Terms, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by UPLYRN, the rights and liabilities of UPLYRN will bind and inure to any assignees, administrators, successors, and executors.

e)Severability: If any part or subpart of these Terms is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such condition, the remainder of these Terms shall continue in full force.

f)No Waiver: In the event that We fail to enforce any provision of these Terms, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or subpart of these Terms will not constitute a waiver of any other part or subpart.

g)Headings for Convenience Only: Headings of parts and subparts under these Terms are for convenience and organization, only. Headings shall not affect the meaning of any provisions of these Terms.

h)Force Majeure: UPLYRN is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

i)Electronic Communications Permitted: Electronic communications are permitted to both Parties under these Terms, including email or fax. You will ensure that Your information including Your email address is at all times complete, accurate and up-to-date. We may send communications to the email address associated with Your account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with Your account is no longer current. For any questions or concerns, please email Us at support@uplyrn.com.