Refer-a-friend Policy and Terms of Service | Spelling Stars
Refer-a-Friend Program Agreement
Last Modified: February 17, 2023
PLEASE READ THIS MARKETING "REFER A FRIEND" PROGRAM AGREEMENT CAREFULLY.
This is a contract between you (the "Referrer") and us ("Educational Software USA LLC / Spelling Stars"). 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 necessary "legalese," but we have tried to make it as readable as possible.
The Refer a Friend Program Agreement applies to your participation in our Refer a Friend Program (the "Refer a Friend Program"). These terms are so important that we cannot have you participate in our Refer a Friend Program unless you agree to them.
We periodically update these terms. We could also replace these terms entirely if, for example, the Refer a Friend Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms we or the Refer a Friend Tool will let you know via electronic means, which may include notification by email. If you don't agree to the update or replacement, you can terminate as described below.
"Educational Software USA LLC / Spelling Stars Referrer" means a company owned, operated, or controlled by Educational Software USA LLC / Spelling Stars.
"Refer a Friend Program" means our Refer a Friend Program as described in this Agreement.
"Referral Lead" means a customer prospect who clicks on your referral link that we have made available to you via the Refer a Friend Portal.
"Referral Link" means the unique tracking link you place on your site or promote through other channels.
"Referral Policies" means the policies applicable to you that we may make available to you from time to time.
"Refer a Friend Portal" means the tool we make available to you upon your acceptance into the Refer a Friend Program and for you to use to participate in the Refer a Friend Program.
"Agreement" means this Refer a Friend Program Agreement and all materials referred or linked to here.
"Commission" means an amount described in the Refer a Friend Portal (or if applicable, in the Program Policies) for each Customer Transaction.
"Customer" means the authorized actual user of the Educational Software USA LLC / Spelling Stars Products who has purchased or signed up for the Educational Software USA LLC / Spelling Stars products after being a "Referred Lead."
"Customer Transactions" means those transactions by Leads that are eligible for Commission pursuant to the 'Customer Transactions' section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in the Refer a Friend Portal.
"Customer Data" means all information that Customer submits or collects via the Educational Software USA LLC / Spelling Stars Products and all materials that Customer provides or posts, uploads, inputs, or submits for public display through the Educational Software USA LLC / Spelling Stars Products.
"Educational Software USA LLC / Spelling Stars Content" means all Information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
"Educational Software USA LLC / Spelling Stars Products" means both the Subscription Service and Other Products.
"Program Policies Page" means the landing page: https://www.SpellingStars.com/refer-a-friend-program where we will provide all the up to date guidelines and policies for the Refer a Friend Program.
"Other Products" means those products and services that we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products include all of our marketing software, legacy sales, and marketing products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
"Subscription Service" means our web-based sales software that is subscribed to, developed, operated, and maintained by us, accessible via https://www.SpellingStars.com or another designated URL, and add-on products to our sales software. For the purposes of this Agreement, the Subscription Service does not include our legacy sales products, any implementation, customization, training, consulting, additional support, or other professional services, or fees for third-party products or services.
"We," "us," "our," and "Educational Software USA LLC / Spelling Stars" means Educational Software USA LLC / Spelling Stars, Inc.
"You" and "Referrer" means the party, other than Educational Software USA LLC / Spelling Stars, entering into this Agreement and participating in the Refer a Friend Program.
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 connection with the design, sale, installation, implementation, and use of similar services and products of third parties.
Once you complete an application to become an Referrer, we will review your application and notify you whether you have been accepted to participate in the Refer a Friend Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more Information. We may require that you complete certain requirements before we accept your application. If we do not notify you that you are accepted to participate in the Refer a Friend Program within thirty (30) days from your application, your application is considered to be rejected.
If you are accepted to participate in the Refer a Friend 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. Further, you will need to complete any enrollment criteria set out in the Program Policies Page, if applicable. Failure to complete any required enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the
Refer a Friend Program.
Your acceptance and participation in the Refer a Friend Program does not mean that you will be accepted into any other Educational Software USA LLC / Spelling Stars Partner Programs. In order to participate in these programs, you will need to apply in accordance with the relevant application procedure.
You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.
1. Refer a Friend Program Limits. Each accepted Lead will expire according to the Information provided in the Refer a Friend Portal (or if applicable, in the Program Policies) from the date the Lead clicked on the Referral Link that was made available by you. We will pay you Commission as described in the Refer a Friend Portal (or if applicable, in the Program Policies) for each NewCustomer who completes an applicable Customer Transaction after clicking on a Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The start of the Customer's subscription is determined by the date of the first purchase or sign up (as applicable) of the Subscription Service by the Customer and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that customer during their Subscription Service. For example, if the initial Customer Transaction is for one user of Spelling Stars, and there is a subsequent purchase by that same customer for an additional user of Spelling Stars for the same subscription, you will receive Commission for the initial user purchase only. You will not be entitled to receive Commission on any additional purchases of Educational Software USA LLC / Spelling Stars Products by that same Customer.
2. Eligibility. To be eligible for Commission (i) a Lead must be accepted and valid in accordance with the 'Acceptance and Validity' section, (ii) a Customer Transaction must have occurred, (iii) a Customer must remain a customer during the locking period in the Refer a Friend Portal (or if applicable, in the Program Policies). You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or Educational Software USA LLC / Spelling Stars Referrers (you); (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Referral Link, in violation of any Refer a Friend Program Policies that we make available to you, misuse of the Refer a Friend Portal or by any other means that we deem to breach the spirit of the Marketing Refer a Friend Program, or (v) the Customer participates in any of our partner programs, including our Agency Partner Program, Sales Referral Partner Program or Sales Solutions Partner Program and is eligible to receive Commission in relation to the Customer Transaction under any of these programs. If at any point you are eligible to receive a revenue share payment or Commission under another Program at Educational Software USA LLC / Spelling Stars, that payment amount will not change based on your participation in the Refer a Friend Program. For example, you will not be able to receive the Commission set out in this Agreement on any Partner Transaction that was completed whilst participating as a partner in the Solutions Partner Program (as defined in the SolutionsPartner Program Agreement). In competitive situations with other Referrers, we may elect to provide the Commission to the referrer that we deem to be the most eligible for Commission, at our discretion. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.
3. Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Referrer Leads generated by the Referral Link that we make available to you and are accepted by Educational Software USA LLC / Spelling Stars. A Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept a Lead in our reasonable discretion. If a Lead does not purchase the Subscription Service within the time period described on the Refer a Friend Portal (or if applicable, in the Program Policies) of their first click on the Referral Link, you will not be eligible for a Commission payment, even if the Lead decides to purchase after the time period has expired. A Lead is not considered valid if it's first click on the Referral Link is after this Agreement has expired or terminated. Engagement with Prospects. Once we have received the Lead Information, we may elect to engage with the prospect directly, regardless of whether or not the Lead is valid. If a Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Lead. Any engagement between Educational Software USA LLC / Spelling Stars and a Lead will be at Educational Software USA LLC / Spelling Stars's discretion.
4. Commission and Payment. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Refer a Friend Portal); (ii) completed all steps necessary to create your account in the Refer a Friend Portal in accordance with our directions, (iii) have a valid and up-to-date payment method in the Refer a Friend Portal with such account (iv) completed any and all required tax documentation in order for the Refer a Friend Portal to process any payments that may be owed to you.
5. Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 4(a)(i-iv) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a "Forfeited Transaction"). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 5(a)(i-iv), then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.
6. Commission Payment. We or the Refer a Friend Portal will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion).Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Refer a Friend Portal.
Training and Support
We may make available to you, without charge, various webinars and other resources made available as part of our Refer a Friend Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Refer a Friend Program benefits or offerings at any time without notice.
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos ("Referrer Marks") in connection with the Refer a Friend Program and this Agreement.
During the term of this Agreement, in the event that we make our trademark available to you within the Refer a Friend Portal, 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 Refer a Friend Program and this Agreement; (iii) comply with vendor kit and Trademark Usage Guidelines; and (iv) 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.
1. Educational Software USA LLC / Spelling Stars's Proprietary Rights. No license to any software is granted by this Agreement. The Educational Software USA LLC / Spelling Stars Products are protected by intellectual property laws. The Educational Software USA LLC / Spelling Stars Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Educational Software USA LLC / Spelling Stars Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Educational Software USA LLC / Spelling Stars Content, or the Educational Software USA LLC / Spelling Stars Products in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use Educational Software USA LLC / Spelling Stars Content, you must comply with our Content Usage Guidelines here. Educational Software USA LLC / Spelling Stars, the Sprocket Design, the Educational Software USA LLC / Spelling Stars 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, Referrers and partners to comment on the Educational Software USA LLC / Spelling Stars Products, 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 Educational Software USA LLC / Spelling Stars Products, without payment to you.
2. Customer's Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the Educational Software USA LLC / Spelling Stars Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.
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) Educational Software USA LLC / Spelling Stars 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.
Opt Out and Unsubscribing
You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests.
Term and Termination
1. Term. This Agreement will apply for as long as you participate in the Refer a Friend Program, until terminated.
2. Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
3. Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
4. 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) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) 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, (iv) 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 Referrer, or (v) 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.
5. Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the 'Termination for Agreement Changes' section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Solutions Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Refer a Friend Portal that we make available to you for your participation in the Refer a Friend Program. Upon termination or expiration, a Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Refer a Friend Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer's subscription agreement to be terminated.
Referrer Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Refer a Friend Program and to provision Educational Software USA LLC / Spelling Stars with Lead's for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Refer a Friend Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Marks.
You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Refer a Friend Program (for example, by clearly stating you are a Educational Software USA LLC / Spelling Stars Referrer on any website(s) you own where you make an Referral Link available); (ii) you will accurately provide in the Refer a Friend Portal all websites and domains you own where you intend to use Referral Links to generate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Referral Link that could be considered as competing with Educational Software USA LLC / Spelling Stars's own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Referral Link to purchase Educational Software USA LLC / Spelling Stars products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups.
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 Referrers) 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 Refer a Friend Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Refer a Friend Portal, or (e) our use of the 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.
Disclaimers; Limitations of Liability
1. Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE EDUCATIONAL SOFTWARE USA LLC / SPELLING STARS PRODUCTS, EDUCATIONAL SOFTWARE USA LLC / SPELLING STARS CONTENT, THE REFER A FRIEND PROGRAM OR THE REFER A FRIEND PORTAL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE REFER A FRIEND PORTAL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE EDUCATIONAL SOFTWARE USA LLC / SPELLING STARS PRODUCTS AND REFER A FRIEND 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 EDUCATIONAL SOFTWARE USA LLC / SPELLING STARS PRODUCTS AND THE REFER A FRIEND PORTAL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
2. 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.
3. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
4. Refer a Friend Portal. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE REFER A FRIEND PORTAL THAT YOU USE. WE DO NOT PROMISE TO MAKE THE REFER A FRIEND PORTAL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
5. Cookie Duration. COOKIES USED AS PART OF THE REFER A FRIEND PORTAL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, EDUCATIONAL SOFTWARE USA LLC / SPELLING STARS SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
1. Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Refer a Friend Portal and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Refer a Friend Portal have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version at https://www.SpellingStars.com/refer-a-friend-program. We encourage you to review this Agreement periodically. If you don't agree to the update, change or replacement, you can choose to terminate as we describe above. 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.
2. Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, 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 Boston, Massachusetts.
3. 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.
4. 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.
5. 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.
6. Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Educational Software USA LLC / Spelling Stars Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Educational Software USA LLC / Spelling Stars Products to prohibited countries or individuals or permit use of the Educational Software USA LLC / Spelling Stars Products by prohibited countries or individuals.
7. 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.
8. 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 Educational Software USA LLC / Spelling Stars, Inc.: Educational Software USA LLC / Spelling Stars, Inc., 7701 Pacific Street STE 115, Omaha, Nebraska 68114.
To you: your address as provided in our Referrer account information for you.
We may give electronic notices specific to you by email to your email 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.
9. Entire Agreement. This Agreement is the entire Agreement between us for the Refer a Friend 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. Our obligations are not contingent on the delivery of any future functionality or features of the Educational Software USA LLC / Spelling Stars Products or dependent on any oral or written public comments made by us regarding future functionality or features of the Educational Software USA LLC / Spelling Stars Products. 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.
10. 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 Referrer or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
11. 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.
12. Program Policies Page. We may change the Program Policies from time to time. Your participation in the Refer a Friend Program is subject to the Program Policies, which are incorporated herein by reference
13. 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 Educational Software USA LLC / Spelling Stars Products, our trademarks, or any other property or right of ours.
14. Sales by Educational Software USA LLC / Spelling Stars. This Agreement shall in no way limit our right to sell the Educational Software USA LLC / Spelling Stars Products, directly or indirectly, to any current or prospective customers.
15. 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.
16. Survival. The following sections shall survive the expiration or termination of this Agreement: 'Commission and Payment', 'Proprietary Rights', 'Confidentiality', 'Effects of Termination/Expiration', 'Indemnification', 'Disclaimers; Limitation of Liability', 'Non-Solicitation' and 'General'.
17. Data Processing and Protection. The parties acknowledge that in connection with the Marketing Refer a Friend Program, each party may provide or make available to the other party Personal Data. To the extent that any Personal Data is processed in connection with the Project the terms set forth in the Educational Software USA LLC / Spelling Stars Business Partner Data Processing Agreement, which are hereby incorporated by reference, shall apply. Each party shall process the copy of the Personal Data in its possession or control: (i) in accordance with the Educational Software USA LLC / Spelling Stars Business Partner DPA (ii) as an independent controller (not as a joint controller with the other party) (iii) for the purposes described in this Agreement; and/or (iv) as may otherwise be permitted under Applicable Data Protection Law. For the avoidance of doubt and without prejudice to the foregoing, Educational Software USA LLC / Spelling Stars shall be an independent controller of any Personal Data that it receives or shares with Referrer.