The Afterlight Institute Education Partner Agreement
01 JULY 2021
PLEASE READ THIS EDUCATION PARTNER AGREEMENT CAREFULLY.
This is a contract between you (the Education Partner) and us (The Afterlight Institute). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is considered “legalese” but we have tried to make it as readable as possible. These terms however are so important that we cannot have you participate in our Education Partner Program unless you agree to them. By participating in our Education Partner Program, you are agreeing to these terms.
"Institute Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our Afterlight Institute Institute resources and make available to you under this Agreement.
"Agreement" means this Education Partner Agreement and all materials referred or linked to in here.
“Education Partner Benefits” means the benefits made available to partners which we have described in our sales package.
“Education Partner Program” means our partner program as described in this Agreement.
“End User” means the authorized actual user of the The Afterlight Institute Training Portal, which may include students enrolled in educational programs with Partner.
“The Afterlight Institute Terms” means those terms and conditions applicable to participation in an Afterlight Institute educational seminar or certification that are made available at http://theafterlightinstitute.com.
"We", "us", “our”, and “Afterlight Institute” means The Afterlight Institute.
“You” and “Partner” means the party, other than The Afterlight Institute, entering into this Agreement and participating in the Education Partner Program. For the Education Partner Program, this means the Educator that applied to participate in the Education Partner Program.
"The Afterlight Institute training portal" means all of the Afterlight Institute web-based marketing, sales applications, tools, strategies and platforms that we may make available to you, are developed, operated, and maintained by us, accessible via http://theafterlightinstitute.com or another designated URL and are the property of the Afterlight Institute. Any additional third party resources, links or services that may be included within the Afterlight Institute training portal that we provide to you for your use in accordance with this Agreement are the property of the original creator.
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in the same or similar capacity.
3. Partner Acceptance, Rights and Obligations
a. Partner Acceptance. Once you complete an application to become an Afterlight Education Partner, we will review your application and notify you have been accepted to participate in the Education Partner Program, or not. If we do not notify you that you are accepted to participate in the Education Partner Program within thirty (30) days from your application, your application is considered to be rejected.
If we notify you that you have been accepted into the Education Partner Program, the first thirty (30) days following acceptance is considered the “Provisional Acceptance Period”. During the Provisional Acceptance Period, we may desire to review your course(s) or learn more about your educational program. If you do not provide this information, or if we, in our sole discretion, otherwise decide not to move forward beyond the Provisional Acceptance Period, then we may terminate this Agreement in accordance with the ‘Provisional Acceptance Termination’ section below. If your participation is not terminated prior to the conclusion of the Provisional Acceptance Period, then you will continue to be considered a participant in the Education Partner Program.
If you are accepted to participate in the Education Partner Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated pursuant to the terms set forth below.
B. You may not resell, lease, rent or otherwise use the content created for The Afterlight Institute in any way shape or form for 365 (from the date the course first goes on sale) days.
You may not alter the appearance of the finished Afterlight Institute content or remove our name or logo from The Afterlight Institute content. “Whitelabeling” is strictly prohibited.
We determine the Institute content that we make available to you under this Agreement, and there is certain content that may not be accessible by you unless you are a customer of ours or pay a fee.
You agree to abide by The Afterlight Institute Terms, and to instruct students using the Institute Content to do the same. You will take all reasonable steps to ensure that students using the Institute Content do not use the Institute Content in violation of the Afterlight Institute Terms. If you discover or have reason to believe that any student is making use of the Institute Content in violation of the Afterlight Institute Terms, then you will immediately notify us in writing.
4. Partner Support
We will make the Institute Content available to you without charge (unless we otherwise agree in writing), subject to the terms set forth in the ‘Partner Rights and Obligations’ section. We will make available to you those benefits as indicated in the Education Partner Benefits, which we may change from time-to-time without notice to you.
If we make The Afterlight Institute Training Portal available to you, then you will use the The Afterlight Institute Training Portal solely in an educational environment, like a classroom setting, where the main purpose is to benefit the student, and you are not permitted to use it for any other purpose. You will not lease, distribute, license, sell or otherwise commercially exploit the The Afterlight Institute Training Portal. The Customer Terms of Service apply to your use of the The Afterlight Institute Training Portal and it will be considered “Free Services” under the Customer Terms of Service.
We reserve the right to suspend, modify, or discontinue any or all part of The Afterlight Institute Training Portal at any time without prior notice to you, and we may not give you the opportunity to retrieve your or your End User’s data. In the event of a conflict between the terms that apply to the The Afterlight Institute Training Portal as specified in this Agreement and the Customer Terms of Service, the terms of this Agreement shall control.
A. No fees or other payments will be due or payable under this Agreement. Each party is responsible for its own costs and expenses related to this Agreement.
For information on our Affiliate Team Program that applies to Education Partners, please see https://theafterlightinstitute.com/contact/affiliate-application/
B.Penalty fees will apply in the case of failing to deliver a course after having received mentorship and access to the Afterlight Training portal. These fees will be in the sum $2200.00 USD to be paid within 30 days after terminating the Agreement.
6. Trademarks and Press Release
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Partner Marks”) in connection with the Education Partner Program and this Agreement.
During the term of this Agreement, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Education Partner Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
If you are accepted as an Education Partner and would like to issue a press release announcing your partner status, you may do so upon our prior written consent. To seek to obtain this written consent, you should send a copy of your draft press release to firstname.lastname@example.org.
7. Proprietary Rights
No license to any software is granted by this Agreement. The Afterlight Institute Content, The Afterlight Institute Training Portal and the Afterlight Institute products and services are protected by intellectual property laws. The Afterlight Institute Content, The Afterlight Institute Training Portal and the Afterlight Institute products and services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Afterlight Institute Content, The Afterlight Institute Training Portal and the Afterlight Institute products and services. The Afterlight Institute, the Afterlight Podcast, the Afterlight Institute and Podcast logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
We encourage all customers and partners to comment on The Afterlight Institute and The Afterlight Institute products and services, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into The Afterlight products and services, without payment to you.
As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) The Afterlight Institute customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
9. Term and Termination
a. Term. This Agreement will apply for as long as you participate in the Education Partner Program, until terminated.
b. Provisional Acceptance Termination. We may terminate this Agreement immediately upon notice to you within the Provisional Acceptance Period. This termination right does not limit our right to otherwise terminate this Agreement in accordance with the ‘Termination for Cause’ section below.
c. Termination Without Cause. Both you and we may terminate this Agreement on thirty (30) days written notice to the other party. Termination without cause will result in penalty fines, as mentioned in section 5B.
d. Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) immediately, if you or any of your students who use the Afterlight Institute Content violate the Afterlight Institute Terms, (iv) immediately, if you violate any applicable local, state, federal, or foreign laws or regulations, or (v) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (vi) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
e. Effects of Expiration/Termination. Upon termination or expiration, you will discontinue all use of and delete all Institute Content and will immediately discontinue all use of our trademark, including any Afterlight Institute badges, if applicable. Termination or expiration of this Agreement shall not cause your subscription agreement to be terminated, if you have one.
10. Partner Representations and Warranties
You represent and warrant that: (i) your participation in this Education Partner Program will not conflict with any of your existing agreements or arrangements; and (ii) you own or have sufficient rights to use and to grant to us our right to use the Partner Marks.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Education Partner Program, (b) your noncompliance with or breach of this Agreement, (c) your or your End User’s use of the Afterlight Institutes The Afterlight Institute Training Portal, or (d) our use of the Partner Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
12. Disclaimers; Limitations of Liability
a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE AFTERLIGHT INSTITUTE PRODUCTS OR SERVICES, THE AFTERLIGHT INSTITUTE CONTENT, THE EDUCATION PARTNER PROGRAM, OR THE AFTERLIGHT INSTITUTE or THE AFTERLIGHT INSTITUTE Training Portal FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFTERLIGHT INSTITUTE, THE AFTERLIGHT INSTITUTE TRAINING PORTAL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE AFTERLIGHT INSTITUTE PRODUCTS AND SERVICES, THE EDUCATION PARTNER PROGRAM AND THE AFTERLIGHT INSTITUTE , THE AFTERLIGHT INSTITUTE TRAINING PORTAL ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE AFTERLIGHT INSTITUTE PRODUCTS AND SERVICES, THE AFTERLIGHT INSTITUTE CONTENT, THE EDUCATION PARTNER PROGRAM AND THE AFTERLIGHT INSTITUTE, THE AFTERLIGHT INSTITUTE TRAINING PORTAL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such a person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.
a. Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at http://theafterlightinstitute/education-partner-agreement. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically.
If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, this Agreement will terminate ten (10) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
b. Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Australia, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Sydney, Australia.
c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
d. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
e. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
f. Compliance with Applicable Laws. You shall comply with all applicable foreign and domestic laws (including without limitation export laws), governmental regulations, ordinances, and judicial administrative orders. Export laws and regulations of Australia and any other relevant local export laws and regulations may apply to The Afterlight Institute Content and The Afterlight Institute products and services. You will comply with the sanctions programs administered by the Department of Foreign Affairs and Trade (DFAT). You will not directly or indirectly export, re-export, or transfer The Afterlight Institute Content or The Afterlight Institute products and services to prohibited countries or individuals or permit use of The Afterlight Institute Content or The Afterlight Institute products and services by prohibited countries or individuals.
g. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
h. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
To The Afterlight Institute, The Afterlight Institute, 45 Seymour Drive, Flinders NSW 2529. Attention: General Counsel
To you: your address as provided in our partner account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
i. Entire Agreement. This Agreement is the entire agreement between us for Education Partner Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
j. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
k. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
l. Program Benefits. We may change The Afterlight Institute Education Program Benefits from time to time by updating our website.
m. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, The Afterlight Institute products and services, our trademarks, or any other property or right of ours.
n. Sales by The Afterlight Institute. This Agreement shall in no way limit our right to make available or sell The Afterlight Institute Content or The Afterlight Institute products and services, directly or indirectly, to any current or prospective customers.
o. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
p. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.