EXHIBIT 6.9
[COMPANY LOGO]
EDUVERSETM Accelerated Learning Systems, Inc.
Please review the following terms of the freeENGLISH Affiliate Program Agreement
for Governments & Ministries.
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freeENGLISH Non-Exclusive Linking Agreement
This Agreement is between EDUVERSE Accelerated Learning Systems, Inc.
("EDUVERSE"), and you, the company ("you" or "Company"), and relates to your
company's participation in the freeENGLISH Affiliate Program ("Program") and
links from your company's we site to the www.freeENGLISH .com web site
("freeENGLISH").
1. Program Links
a) You can link your site to any areas within freeENGLISH using specified
URLs and links which will be provided by EDUVERSE upon the acceptance
of your application into the Program. There is no limit to the number
of links to freeENGLISH that you can post on your site. You may add or
remove links at your discretion. You may decide where to link within
freeENGLISH, and where to post the links on your site.
b) You may not use any links to freeENGLISH which were not provided by
EDUVERSE without prior written approval by EDUVERSE. EDUVERSE will not
be responsible for paying commissions to you for gross revenues
generated from a user entering freeENGLISH from your site if you have
not properly implemented the links and the URLs as specified by
EDUVERSE. It is your responsibility to notify EDUVERSE of any
malfunctioning of the link or any other problems with your
participation in the Program.
c) EDUVERSE will provide you with a link on freeENGLISH that allows
visitors from your site to return to the URL of the site you
registered for the Program. EDUVERSE will remove this link upon your
request. EDUVERSE may also remove this link at any time, at its sole
discretion.
d) As a Program member, you may not promote your freeENGLISH links
through unsolicited emailing (i.e. spamming) and newsgroup postings.
2. Tracking your Commissions
a) During the period of your participation in the Program and subsequent
to your active participation in the Program, EDUVERSE will pay you a
15% commission for all gross revenues generated from a user who
initially entered freeENGLISH directly through an EDUVERSE designated
link on your site and who later entered freeENGLISH either through the
freeENGLISH application, the same link or through another link, using
the same USERID as when the user initially entered freeENGLISH.
"Gross Revenues" means the gross amounts received by EDUVERSE from the
sale of advertisements, which advertisements were displayed to your
users, and from the sale of products and services through affiliate
programs established by EDUVERSE, which products and services were
sold to your users.
b) EDUVERSE will electronically track the users that have visited
freeENGLISH from your site and will allow you to monitor the tracking.
All determinations of the commissions will be made by EDUVERSE's
in-house accountant or its regularly engaged independent certified
public accountant, which determination shall be final and binding on
the parties hereto. Payments will be made in U.S. dollars within
thirty (30) days after the close of each calendar quarter for
advertising
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freeENGLISH Affiliate Program Agreement Page 1
revenues collected during the prior calendar quarter, unless such
payment amount is less than $100.00. Payments of less than $100.00
shall be carried over to each following calendar quarter and shall be
made within thirty (30) days after the close of the calendar quarter
in which the accumulated payment amounts equal $100.00 or more.
Notwithstanding the foregoing, all payments shall be made within
thirty (30) days after the date of the calendar year for amounts
collected during the prior calendar year or within thirty (30) days
after the termination of this Agreement, whichever occurs first.
c) Within thirty (30) days after the end of each calendar month, EDUVERSE
will make available to you a report listing the number of users during
the preceding calendar month, the Gross Revenues collected and the
commission due you.
d) EDUVERSE will maintain books and records of Gross Revenues derived
from your users, in accordance with Generally Accepted Accounting
Principles. On an annual basis, EDUVERSE shall engage at EDUVERSE's
own expense, an independent auditor to certify EDUVERSE's compliance
with the terms of this agreement and amount and accuracy of payments
to you made under this Agreement.
3. freeENGLISH Site Policy
a) EDUVERSE shall have the sole right and responsibility for determining
the advertising pricing policy on FreeENGLISH. All advertisements
shall be subject to acceptance by EDUVERSE, in its sole discretion.
All advertisements accepted shall be subject to the terms and
conditions of EDUVERSE's then current terms and conditions of
advertising. Such terms may be changed at any time, without notice to
you. EDUVERSE shall have no obligation to advertise any company's
products or services. Prices for advertisements shall be set solely by
EDUVERSE and shall be consistent with prices for freeENGLISH
advertisements in similar geographic regions. EDUVERSE reserves the
right to change its prices at any time, without notice to you or
advertisers.
b) All advertisements accepted by EDUVERSE will then be submitted to you
for your approval, which approval will not be unreasonably withheld.
If approval is not received by EDUVERSE within seventy-two (72) hours
of submission of the advertisement(s) to you, EDUVERSE will consider
the advertisement(s) to be approved by you and you will have no
recourse against EDUVERSE for said advertisement(s) being used within
the Program.
c) You agree not to make any representations, warranties or other
statements concerning any customer service matter, including
freeENGLISH policies, advertising availability and/or pricing without
the prior written consent of EDUVERSE and EDUVERSE is not responsible
or liable in any manner for any such statements.
4. Special Promotions
You acknowledge that in the event that you and EDUVERSE enter into any special
marketing and promotional activities not set forth in this Agreement, there may
be additional costs associated with such activities. You and EDUVERSE shall
agree in advance in a written promotion schedule (signed by an authorized
representative of EDUVERSE and your Company) as to the scope of such special
marketing and promotional activities and the amount of funds and/or other
resources to be contributed to such activities by you and EDUVERSE. Any and all
promotion schedules shall be deemed appended to this Agreement.
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freeENGLISH Affiliate Program Agreement Page 2
5. Site Qualification
We may exclude sites that we feel do not qualify for participation in the
Program because those sites:
a) promote sexually explicit material,
b) promote violence,
c) promote illegal activities,
d) promote discrimination based on race, sex, religion, national origin,
physical disability, sexual orientation or age, or
e) violate intellectual property rights of others.
6. Scope of Agreement
a) Participation in the Program constitutes your agreement to be bound by
the terms and conditions of this Agreement. EDUVERSE reserves the
right, at its discretion, to change, modify, add or delete any portion
of this Agreement at any time. Notification of changes to this
Agreement will be posted in the Member's Section of the Program.
b) If the terms or conditions of this Agreement in its current form or
any future changes to this Agreement are unacceptable to you, or cause
you to no longer be in compliance with the Agreement, you may
terminate your participation in the Program by ceasing use of the
freeENGLISH links and URL(s) and promptly notifying EDUVERSE of the
same (see Section 9 regarding termination).
c) EDUVERSE may change, suspend or discontinue any aspect of the Program
at any time, including the availability of any Program feature,
database, or content, with thirty (30) days written notice.
7. Licensing; Ownership
a) EDUVERSE grants you a revocable, limited, non-exclusive license to use
the name, logos, trademarks, service marks, trade dress, proprietary
technology, graphic banners or other information (the "EDUVERSE
Intellectual Property"), as provided by EDUVERSE during the
registration process, on your site for the sole purpose of creating a
link from your site to freeENGLISH during your participation in the
Program. You may not use the EDUVERSE Intellectual Property for any
other purpose. Upon termination of this Agreement, you shall
immediately terminate the use of the EDUVERSE Intellectual Property.
Except as expressly set forth in this Agreement, you may not copy,
distribute, modify, reverse engineer, or crate derivative works from
the EDUVERSE Intellectual Property.
b) You grant EDUVERSE a revocable, non-exclusive, worldwide, royalty-free
license to use any of your names, logos, trademarks, service marks,
trade dress, proprietary technology, graphic banners or other
information ("Your Intellectual Property"), submitted by you for
participation in this Program as reasonably necessary to perform its
obligations under this Agreement. EDUVERSE may not use Your
Intellectual Property for any other purpose. Upon termination of this
Agreement, EDUVERSE shall immediately terminate the use of Your
Intellectual Property. Except as expressly set forth in this
Agreement, EDUVERSE may not copy, distribute modify, reverse engineer,
or create derivative works from Your Intellectual Property.
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freeENGLISH Affiliate Program Agreement Page 3
c) Each party owns and shall retain all right, title and interest in its
names, logos, trademarks, service marks, trade dress, copyrights and
proprietary technology including without limitation, those names,
logos, trademarks, service marks, trade dress, copyrights and
proprietary technology currently used or which may be developed and/or
used by it in the future. The goodwill associated with the use of the
same shall inure solely to the benefit of the owning party.
8. Image Scans
In the event that EDUVERSE provides you with access to designated digitally
scanned images displayed on freeENGLISH, you agree to display the scans in their
entirety and to limit your use of the scans to the advertisement or review of
the displayed images in accordance with the U.S. Copyright Act. Should you
desire to modify or use the scans in a manner which is not in accordance with
the U.S. Copyright Act, you agree to obtain the permission of the appropriate
copyright holder prior to such modification or use You understand and agree that
you are solely responsible for compliance with the U.S. Copyright Act. In
addition, you may not provide the digital scans to third parties without prior
written permission from EDUVERSE This grant of access to designated digitally
scanned images shall not be construed to be a grant of access to use any other
copyrighted materials, including, but not limited to reviews, articles, ad
banners, photographs, images, illustrations, audio clips and video clips
displayed on freeENGLISH without prior written permission from EDUVERSE.
9. Termination
a) You may terminate your participation in the Program at any time by
sending an email with the Subject "Cancellation," along with your
account number to: xxxxxxxxx@xxxxXXXXXXX.xxx. EDUVERSE will pay you
all commissions accrued until the point of termination and on a
quarterly basis thereafter, will continue to pay you all commission
due to you for your users until such time as there are no active
freeENGLISH users that had registered on freeENGLISH from a link on
your web site during your active participation in the Program.
b) With thirty (30) days write notice, EDUVERSE may, in its sole
discretion, terminate or suspend your participation in the Program for
any reason whatsoever, including, without limitation, breach of this
Agreement or assignment of this Agreement or any portion of this
Agreement by you without the prior written permission of EDUVERSE, and
such termination notice may be sent by email to you. Subject to the
foregoing restriction, this Agreement shall be binding upon you and
EDUVERSE and your and EDUVERSE's respective heirs, executors,
successors and assigns.
c) Upon termination by either you or EDUVERSE, each of us will
immediately revoke the license referred to in Section 7 of this
Agreement and cease any and all use of the other's name, logos,
trademarks, service marks, trade dress, proprietary technology and
graphic banners or other information submitted or provided by the
other party, and, promptly (within ten (10) days) of the effective
date of termination return or destroy all assets (digital, proprietary
or otherwise), including all whole or partial copies thereof,
belonging to the other; and, upon request of the other, will certify
the same in writing to the other.
d) Sections 7(c), 9, 10 and 11 shall survive termination of this
Agreement.
10. Your Representations; Indemnification
a) You represent and warrant that any material that is displayed on your
site and/or provided by you for display on freeENGLISH will not:
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i) infringe on any third party's copyright, patent, trademark, trade
secret or other proprietary rights;
ii) violate any applicable law, statute, ordinance or regulation;
iii) be defamatory or libelous;
iv) violate any applicable pornography or obscenity laws;
v) promote violence or contain hate speech; or
vi) contain viruses, trojan horses, worms, time bombs, cancelbots or
other similar harmful or deleterious programming routines.
b) You agree to indemnify, defend and hold harmless EDUVERSE and its
affiliates, directors, officers, employees and agents, from and
against any and all liability, claim, loss, damage, injury or expense
(including reasonable attorneys' fees) brought by a third party,
arising out of a breach, or alleged breach, of any of your
representations, warranties or obligations herein.
11. General Provisions
a) freeENGLISH and the Program are provided on an "as is" basis without
warranties of any kind, either express or implied, including, without
limitation, warranties or implied warranties of merchantability or
fitness for a particular purpose. In no event shall EDUVERSE be liable
to you for any direct, indirect, special, exemplary, consequential or
incidental damages, whether such damages are alleged in tort, contract
or indemnity arising out of the use or inability to use the
freeENGLISH, the failure for any reason to return users to your site
or loss of data, even if EDUVERSE is informed of the possibility of
such damages. In the event of dissatisfaction, your sole and exclusive
remedy is to terminate participation in the Program. EDUVERSE is
liable for any breach of this Agreement with respect to the payment of
commissions due to you and with respect to the propre use of Your
Intellectual Property as per this Agreement.
b) EDUVERSE agrees to defend, indemnify and hold you harmless for any
loss, damage or liability for any claimed infringement of any U.S.
patent right, copyright and trade secrets, or other proprietary rights
asserted by any third person arising out of your use of freeENGLISH or
any EDUVERSE products, provided (1) that EDUVERSE is promptly notified
in writing by you of any such claim against you, (2) that you
authorize EDUVERSE to assume sole control over the defense of any such
claim thereafter, together with the right to settle or compromise such
claim, and (3) that you make available to EDUVERSE such information,
assistance and authority as may be reasonably requested by EDUVERSE in
order to enable EDUVERSE to defend any such claim. In the event any
such claim is asserted, EDUVERSE shall have the right without
limitation, at its option either (a) to obtain such rights and/or
licenses from the claimant as may be necessary to enable you to
continue using and/or marketing the EDUVERSE Products which are the
subject of the claim, and/or (b) to modify the EDUVERSE Products with
respect to which such claim is asserted so as to avoid further claimed
infringement by such Person. EDUVERSE further agrees to indemnify and
hold you harmless from and against any and all liabilities, costs,
damages and expenses (including legal costs) arising out of or in
connection with any issue for warranty. EDUVERSE agrees to indemnify
you (including reasonable attorney's fees and costs of litigation)
against and hold you harmless from any and all claims by any other
party resulting from EDUVERSE's acts, omissions or representations,
regardless of the form of action. A copy of EDUVERSE's current End Use
License Agreement for freeENGLISH is attached hereto as Exhbit A.
c) Each party shall act as an independent contractor and shall have no
authority to make or accept any representtions or offers on the
other's behalf.
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freeENGLISH Affiliate Program Agreement Page 5
d) This Agreement has been made in and shall be construed and enforced in
accordance with the laws of the State of Nevada. Any action to enforce
this Agreement shall be brought in the federal or state courts located
in Reno, NV.
e) If you need to send official correspondence, send it via certified
mail return receipt requested to:
EDUVERSE Accelerated Learning Systems, Inc.
Suite 209, 0000 Xxxxxxxx Xxx
Xxxx, XX XX 00000
Attn: General Counsel
f) The terms and conditions of this Agreement represent the entire
understanding between EDUVERSE and you with respect to the subject
matter of this Agreement, and supersede all prior and contemporaneous
agreements express or implied, oral or written, except as herein
contained. You may not modify or amend this Agreement other than by an
agreement in writing signed by both EDUVERSE and you.
I represent that I am an officer
or other authorized representative
of the Company with the power to
enter into this Agreement on behalf
of the Company. I have read and
understood this Agreement and agree
that the Company shall be bound by
all of its terms and conditions.
COMPANY | xxxxxxxx.xxx
|
Ministry of University Affairs |
|
|
|
| /s/ Xxxx X. Xxxx
| --------------------------------
Per: Xxxxxxxx Xxxxxxxxxxxx |
|
Xxxxxxxx Xxxxxxxxxxxx | President & CEO
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Print Name |
| --------------------------------
Deputy Permanent Secretary |
for University Affairs |
---------------------------------- | Date
Print Title |
|
May 20, 1999 |
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Date |
|
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