AFFILIATE MARKETING PROGRAM AGREEMENT

LinguaTrip, Inc.

BY REGISTERING AND SIGNING UP TO THE LINGUATRIP.COM AFFILIATE PROGRAM AS AFFILIATE PARTNER, THE AFFILIATE HEREBY AGREES, ACKNOWLEDGES, ACCEPTS AND AGREES TO THE TERMS AND CONDITIONS OF THIS AFFILIATE MARKETING PROGRAM AGREEMENT (THE "AGREEMENT").

BETWEEN:

1. Linguatrip, Inc, a California-based online platform for booking language courses and higher education programs abroad, with offices at 611 Gateway Blvd, South San Francisco, CA, USA (“Linguatrip”), and

2. The Affiliate, whose details are set out in the Affiliate Partner Registration Form (the Affiliate Partner Registration Form) (the "Affiliate").

Affiliate and Linguatrip may each be referred to in this Agreement as a “Party” and collectively as the “Parties”. The Affiliate is engaged in the promotion of services of Linguatrip to include language courses, Skype lessons, consultations, and visa services by displaying to users links, advertisements, and other content that may be provided and enables Affiliate to earn marketing fees.

Definitions and Interpretation

In addition to the terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears:

“Linguatrip Website” means all websites partially or fully controlled by the Linguatrip, including linguatrip.com, linguacourse.com, and linguafest.ru.

“Affiliate Website” means websites content of which is partially or fully controlled by the Affiliate, including social media, online platforms, blogs, etc.

"Micro Site" means all white label versions of the primary website of Linguatrip, which are owned, created, hosted and maintained by Linguatrip. The Micro Site may be marked with a 'powered by Linguatrip' logo.

“Marketing fees” means the financial reward given to the Affiliate by Linguatrip.

“Users” means users of Affiliate Website(s).

“Educational or Travel Content” means links, advertisements, and other content that may be provided to Affiliate by Linguatrip in its sole discretion.

1.0. No Partnership

This Agreement is not intended, nor should anything herein or in any of the arrangements contemplated herein, be construed to create a joint venture or the relationship of partners, partnership or principal and agent between or among the Parties. Unless the Parties agree otherwise in writing, none of them shall enter into any contract or commitment with third parties as agent for or on behalf of the other Party, describe or present itself as such an agent or in any way hold itself out as being such an agent, or act on behalf of or represent the other Party in any manner, or for any purpose.

Unless agreed otherwise in writing by Linguatrip or save as set out otherwise in this Agreement, the Affiliate shall not publish anywhere on the Affiliate Website(s) any statement, either express or implied, that the website is part of, endorsed by, or an official website of Linguatrip.

The Affiliate shall be considered neither as an official representative nor as an employee of Linguatrip acting on behalf of the company.

2.0. Marketing fees

Marketing fees that are given to the Affiliate by Linguatrip are fixed and can be amended by Linguatrip without advance notification sent to the Affiliate. The Affiliate will receive marketing fees only for the new clients of Linguatrip who have not been previously included in the client base. Marketing fees are not given for the existing clients of Linguatrip.

Marketing fees are as follows:

$50.00 for each client who has paid for a language course (the Affiliate is rewarded with marketing fees on the day when the course starts); $15.00 for each client who has paid for another Linguatrip service (such as Skype lessons, consultations, and visa services); $10.00 for each client who has paid for the marathon or intensive course.

In the event a client requests a refund, the Affiliate shall not receive nor be entitled to any marketing fees.

The Affiliate shall not be granted any Marketing fees if the client buys any Linguatrip products using special offer(s) or promotional code(s).

3.0. Affiliate Marketing Program Requirements

3.1. The Affiliate shall disclose the traffic sources within three (3) business days after the request made in writing by Linguatrip. Email shall constitute an acceptable form of communication. In case of violation of these requirements, or usage of inappropriate traffic sources, Linguatrip is entitled to terminate the Affiliate Agreement and stop paying marketing fees to the Affiliate without advance notification sent to the Affiliate.

Appropriate traffic sources which the Affiliate is allowed to use are the following: blogs, browser plugins, content rewards, datafeed driven, email marketing, employee malls, price comparison, SEO, social commerce toolbars.

Inappropriate traffic sources which the Affiliate is not allowed to use are the following: competition/freebie sites, cashback, direct PPC, incentive/loyalty sites, PPC to own site, remarketing, retargeting, subnetworks, technology partners, discount voucher sites.

The Affiliate is obliged to use UTM codes which can be found in the personal account of the Affiliate provided by Linguatrip. The Affiliate is not allowed to make any changes to UTM codes without Linguatrip permission made in writing. Email shall constitute an acceptable form of communication.

3.2. At all times during the Affiliate’s participation in the Linguatrip Affiliate Marketing Program, Affiliate shall ensure that Affiliate Website(s) do not: (1) depict or promote violence or sexually explicit material; (2) depict or promote materials that are fraudulent, defamatory or obscene; (3) promote illegal activities or unlawful discrimination of any kind; (4) promote or contain any materials which infringe or assist others to infringe the intellectual property rights of others; (5) contain any images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable; (6) otherwise violate any law and regulation; (7) contain any spyware, malware, virus, worm, trojan horse, or other subversive, malicious, or harmful code, or any application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other devices;

If Affiliate Website(s) are not in compliance with any of these requirements (or any other terms and conditions of this Agreement), Linguatrip may, in their sole discretion and without limiting any other right or remedy to which Linguatrip may be entitled, (a) remove the Affiliate from the Linguatrip Affiliate Marketing Program; (b) terminate this Linguatrip Agreement; and/or (c) require Affiliate to refund any payments made by Linguatrip during such non-compliance.

3.3. The Affiliate is solely responsible for the Affiliate Website(s), including all content and other material that appears on the website(s). Without limiting the generality of the foregoing, the Affiliate is solely responsible for: (i) maintaining a privacy policy that adequately discloses to users how Affiliate and third parties (including Linguatrip and other advertisers) track, collect, use, store, share, and disclose User data, serve advertisements, and use cookies, pixels, and other tracking technologies; (ii) ensuring that all content on Affiliate Website does not violate or infringe any rights (including privacy, intellectual property, or other proprietary rights) of Linguatrip or any third party.

3.4. Prohibited Conduct: (1) Affiliate shall not use any link that sends Users indirectly to the Linguatrip Website via an intermediate site or webpage and without requiring the User to click on a link or take some other affirmative action on that intermediate site or webpage. (2) Affiliate shall not use any Educational or Travel Content in connection with soliciting others to join an affiliate marketing network for the purpose of engaging in the business of the type conducted by Linguatrip.
(3) Affiliate shall not use any other method that impedes Users from determining the site or application from which a customer clicks links within Educational or Travel Content. (4) Affiliate shall not take any action that could reasonably confuse Users regarding (i) Linguatrip’s relationship with Affiliate. (5) Affiliate shall not mislead or misrepresent Users as to the origin, affiliation or nature of Affiliate Website(s), products or services. (6) Affiliate shall not use any Educational or Travel Content or any Linguatrip Mark in a manner that implies an endorsement or commercial association by Linguatrip with, any product, service, party, or cause. (7) Affiliate shall not use any Linguatrip Brands in meta-tags on any Affiliate Website(s). Affiliate will not use, register, license or control any domain name containing any Linguatrip Brand or any misspellings or variants of, or substantially similar names or marks to, a Linguatrip Brand.
(8) Affiliate shall not take any action to register or otherwise interfere with Linguatrip’s interests in its Marks. (9) Affiliate shall not display or otherwise use any Mark of any third-party education or travel supplier on the Linguatrip Website in connection with the display of any Educational or Travel Content unless Affiliate has obtained from that education or travel supplier the specific right to do so. (10) Affiliate shall not attempt to artificially increase their Marketing Fees in any way (e.g., by causing any page of a Linguatrip Website to open in a browser other than as a result of the User clicking on Educational or Travel Content on Affiliate Website or by artificially generating clicks, impressions, or bookings, whether by way of a robot or software program or other method designed to emulate a click by a real person). (11) Affiliate shall not violate the restrictions in any robot exclusion headers on Lingutrip Websites, or bypass, circumvent, or avoid any measures employed to prevent or limit access to such a website. (12) Affiliate shall not take any action that Linguatrip deems to impose or likely to impose an unreasonable or disproportionately large load on the technology or infrastructure of any web sites operated by Linguatrip (e.g., using scraping/caching or crawler type requests on Linguatrips’s servers). (13) Affiliate shall not request, obtain, store, cache, or otherwise use any account information used by Linguatrip’s customers in connection with any Linguatrip Website (including any usernames or passwords of Linguatrip customers).

3.5. Without Linguatrip’s prior written approval, the Affiliate agrees that they will not: (1) Use the names or trademarks of Linguatrip in any domain name (e.g. www.Linguatrip.publishersite.com or www.publishersite.com/Linguatrip).
(2) Display Educational or Travel Content without linking to the Linguatrip Website. (3) Use iFrames or similar functionality. (4) Display any Educational or Travel Content within any pop-up or pop-under windows, transitional page ads, or layer ads around. (5) Use any functionality that places an Affiliate Cookie on User’s device without an affirmative click on the Education or Travel Content by the User, e.g., “frontdoors” and toolbars with such functionality. (6) Engage in any marketing activities on behalf of Linguatrip. For example, Affiliate shall not use any Linguatrip Mark or Educational or Travel Content in any offline promotion or in any other offline manner (e.g., in any facsimile, direct mailing, text messaging, email or attachment to an email, or other documents, or on television, radio, or other offline media). (7) Access, search, scrape, crawl or monitor the Linguatrip Website or the websites of other affiliates through which Educational or Travel Content is available. (8) Allow and will take reasonable steps to prevent any direct or indirect extraction, repurposing and/or aggregation of Educational or Travel Content, Confidential Information, or any other data or information made available under this Agreement.
(9) Redistribute or otherwise allow the Educational or Travel Content to be placed on any website content of which Affiliate does not control.

4.0. Limited License to Educational or Travel Content and Marks.

Subject to the terms of this Agreement, Linguatrip hereby grants the Affiliate a limited revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free license to, for the sole purpose of referring Users to the Linguatrip Website(s), reproduce and display on the Affiliate Website Educational or Travel Content.

5.0. Publicity.

The Affiliate shall not release any publicity, advertisement, news release, or public announcement, regarding any aspect of the Agreement or the relationship between Affiliate and Linguatrip without Linguatrip’s prior written approval.

6.0. Reservation of Rights; Feedback. Other than the limited license set forth in this Agreement, Linguatrip reserves all rights, titles, and interests not expressly granted to the Affiliate above. No rights or title to, ownership of, or interest in the Affiliate Marketing Program, the Educational or Travel Content, the Materials, the Program Documentation, any Marks or domain names of Linguatrip, or any intellectual property related to the Affiliate Marketing Program are transferred to Affiliate under this Agreement or otherwise. All goodwill from Affiliate’s use of the Linguatrip Marks will inure to the benefit of Linguatrip. If Affiliate provide suggestions, comments or other feedback (“Feedback”) to Linguatrip with respect to the Affiliate Marketing Program, the Educational or Travel Content or if Affiliate modifies the Educational or Travel Content in any way, Affiliate agrees that Linguatrip may disclose, reproduce, license or otherwise distribute, and exploit the Feedback in any manner provided, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

7.0. Term and Termination.

The term of this Agreement will begin upon the date of registration with the Linguatrip affiliate program on the Linguatrip Website and will end when notice of termination is received by either Party. Either Affiliate or Linguatrip may terminate this Agreement, with or without cause.

Linguatrip is entitled to terminate the account of the Affiliate and deny any further attempts of registration for (i) prohibited conduct listed in point 3.4; (ii) creation of a duplicate account of the Affiliate. Termination shall be permanent, no notifications will be sent to the Affiliate.

If the Affiliate does not provide traffic within six (6) months, Linguatrip is entitled to deactivate the Affiliate’s account temporarily.

Upon any termination of this Agreement for any reason: (1) Affiliate shall be entitled only to those unpaid Marketing Fees, if valid, Affiliate earned on or prior to the date of termination if not stated otherwise in this Agreement; (2) Affiliate will not be entitled to Marketing Fees for any amount of referrals delivered after the date of termination; (3) any and all licenses Affiliate has with respect to the Educational or Travel Content and Linguatrip Marks will automatically terminate; (4) Affiliate shall immediately stop using the Educational or Travel Content and Linguatrip Marks and promptly remove from Affiliate Website and delete or otherwise destroy all links to the Linguatrip Website and all Linguatrip Marks, all other Educational or Travel Content, and any other materials provided or made available by or on behalf of Linguatrip to Affiliate under this Agreement or otherwise in connection with the Affiliate Marketing Program; (5) all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Section 8 to Section 11 will survive the termination of this Program Agreement.

Termination of this Agreement with or without a cause shall not relieve either party of any liability for breach of the foregoing terms, nor for any liability accruing under this Agreement prior to termination.

8.0. Confidential Information.

8.1. Each Party (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all confidential information of the other Party, including, but not limited to, trade secrets, sales figures, employee and customer information and any other information that the receiving Party reasonably should know is confidential (“Confidential Information”) as confidential and protect the Confidential Information with the same degree of care as each Party uses to protect its own Confidential Information of similar nature.

8.2. Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving Party or its representatives); (ii) is available to the receiving Party on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving Party without violating its obligations under this Agreement or under any federal or state law.

9.0. Liability.

EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.

10.0. Disclaimer of Warranty.

THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE.

11.0 Miscellaneous Provisions.

11.1. This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.

11.2. This Agreement may be amended only by written agreement duly executed by an authorized representative of each party.

11.3. If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.

11.4. This Agreement shall not be assigned by either party without the express written consent of the other party.

11.5. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

11.6. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement will only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of Delaware. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN THE STATE OF DELAWARE.