Affiliate Program Terms and Conditions
Effective Date: October 2025
Preamble
These Affiliate Program Terms and Conditions (the “Agreement”) are entered into by and between eTeacher Group Ltd., a company duly organized under the laws of the State of Israel, having its principal office at 12 Habarzel Street, Tel Aviv, Israel (hereinafter referred to as “Company”), and the individual or entity submitting the Affiliate registration form (hereinafter referred to as “Affiliate”). WHEREAS, Company operates and markets online educational courses and related services; WHEREAS, Affiliate desires to participate in the Company’s affiliate marketing program (the “Program”) for the purpose of referring potential customers to the Company; and WHEREAS, Company is willing to engage Affiliate to perform such referral services under the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Enrollment in the Program
Affiliate shall apply for participation in the Program by completing and submitting the online registration form made available by the Company. Acceptance of Affiliate’s application shall be at the sole discretion of the Company. Participation in the Program shall commence only upon written or electronic confirmation of acceptance by the Company.
2. Relationship of the Parties
Affiliate is, and shall at all times remain, an independent contractor. Nothing contained in this Agreement shall be construed to create any partnership, joint venture, employment, agency, or franchise relationship between the parties. Affiliate shall have no authority to bind the Company, make any representations on its behalf, or assume any obligations of the Company whatsoever.
3. Affiliate Tracking and Attribution
Upon approval, Company shall assign to Affiliate a unique referral link or code containing tracking parameters (“Affiliate Link”) for the purpose of identifying traffic and leads referred by Affiliate. All determinations of the validity of referrals and sales shall be made exclusively by the Company based upon data contained within the Company’s internal CRM and tracking systems. Company’s determination as to the existence of a valid referral or sale shall be final, binding, and conclusive.
4. Qualified Sales and Commissions
A “Qualified Sale” shall mean a bona fide purchase by a new customer who was first referred to the Company through the Affiliate Link and whose transaction is verified by the Company as completed and non-refunded. Affiliate shall be entitled to receive a fixed commission, as communicated by the Company in writing, for each Qualified Sale attributed to Affiliate. Commissions shall be calculated solely upon the Company’s verified records. Payments of approved commissions shall be made on a periodic basis, typically monthly, subject to applicable minimum payment thresholds and receipt of all required tax or banking documentation. Company reserves the right to withhold or adjust commissions in cases of suspected fraud, duplicate transactions, chargebacks, or non-compliance with this Agreement. Affiliate shall be solely responsible for payment of any taxes arising from commissions paid under this Agreement.
5. Duties and Obligations of Affiliate
Affiliate agrees to conduct all promotional activities in a professional and lawful manner, to use only such marketing materials as may be approved by the Company, and to comply with all applicable laws, including those governing privacy, electronic communications, and data protection. Affiliate shall not engage in deceptive or misleading advertising practices.
6. Prohibited Practices
Affiliate shall not send unsolicited bulk communications (“spam”), bid on the Company’s brand names in paid-search campaigns, register domains containing the Company’s marks, alter or interfere with tracking links, or engage in any activity deemed harmful to the Company’s reputation. Violation of this Section shall constitute grounds for immediate termination and forfeiture of unpaid commissions.
7. Confidential Information
Affiliate acknowledges that it may receive confidential information relating to the Company’s business, including marketing strategies, pricing, or performance data. Affiliate agrees to maintain the confidentiality of such information and not to disclose or use it except as expressly authorized in writing by the Company. This obligation shall survive termination of the Agreement.
8. Intellectual Property Rights
Company grants Affiliate a limited, non-exclusive, non-transferable, revocable license to use the Company’s trademarks, logos, and marketing materials solely in connection with the Program. All intellectual property rights in and to the Company’s websites, products, and materials shall remain the exclusive property of the Company.
9. Data Protection and Privacy
Each party shall comply with all applicable data protection and privacy laws, including the EU General Data Protection Regulation (GDPR). The Company shall process any personal data of the Affiliate in accordance with its Privacy Policy. Affiliate shall not collect or process personal data of any individual on behalf of the Company unless expressly authorized. Both parties shall cooperate in good faith regarding any data subject requests or regulatory inquiries.
10. Term and Termination
This Agreement shall commence upon Affiliate’s acceptance and shall continue until terminated. Either party may terminate this Agreement at any time, with or without cause, upon written notice to the other. Upon termination, Affiliate shall immediately cease all promotional activities and remove all Company materials. Commissions earned for Qualified Sales prior to termination shall be paid in the next regular payment cycle.
11. Representations and Warranties
Each party represents and warrants that it has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Affiliate further represents that its marketing materials and methods do not infringe any intellectual property or other rights of third parties and comply with all applicable laws and regulations.
12. Indemnification
Affiliate agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to Affiliate’s participation in the Program, breach of this Agreement, or violation of any law or third-party right.
13. Disclaimer of Warranties
The Program and all associated materials and tracking systems are provided “as is” and “as available.” Company disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
14. Limitation of Liability
In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits. The Company’s total aggregate liability under this Agreement shall not exceed the total commissions actually paid to Affiliate during the six (6) months immediately preceding the event giving rise to the claim.
15. Modification
Company may modify the terms of this Agreement at any time upon written or electronic notice. Affiliate’s continued participation in the Program following such notice shall constitute acceptance of the modified terms.
16. Force Majeure
Neither party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, strikes, or governmental actions.
17. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Israel. Any dispute arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the competent courts located in Tel Aviv, Israel.
18. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements or representations. IN WITNESS WHEREOF, by submitting the Affiliate registration form, Affiliate acknowledges that it has read, understood, and agrees to be bound by all of the terms and conditions set forth herein.
