Operating Agreement
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Internet Education Services S.L. Associates Program (the "Program"). As used in this Agreement, "we" means Internet Education Services, S.L., and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Internet Education Services, S.L. site located at the URL www.AllSpanish.net, or to the site that you will link to our site (and which you will identify in your Program application).

You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

  1. Links on Your Site
    Once you have been notified that your site has been accepted into the Program, you may provide on your site one or more of the following types of banners to our site:

We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site which properly utilize such special link formats are referred to as "Special Links”.

  1. Order Processing
    We will process enrollment orders placed by customers who follow special links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfilment.

 

  1. Referral Fees
    We will pay you (in accordance with Sections 5 and 6 below) referral fees on enrollment orders to third parties. For a enrollment order to be eligible to earn a referral fee, the customer must follow a Special Link from your site to our site, select and purchase the course using our automated ordering system, accept the terms of the enrollment and remit full payment to us. The sessions using Special Links will  be logged and maintained in a database during nine months in order to pay you the referral fees corresponding to the customers who contacted us through your site.

Referral Fee Schedule
You will earn referral fees based on qualifying revenues according to referral fee schedules to be established by us. "qualifying revenues" are revenues derived by us from our sales of courses, excluding taxes, credit card processing fees, and bad debt. The current referral fee schedule is: 5% of Qualifying Revenues from sales of all the courses available.

  1. Referral Fee Payment
    We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will transfer to the designed bank account the referral fees earned on our sales of courses  that were shipped during that quarter, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for any calendar quarter are less than $100, we will hold those referral fees until the total amount due is at least $100 or (if earlier) until this Agreement is terminated. If a course that generated a referral fee is cancelled by the customer, we will deduct the corresponding referral fee from your next quarterly payment. If this agreement is terminated we will wait until the customer has joined the course and the payment is fully remitted to us.
  2. Policies and Pricing
    Customers who enrol on any course through this Program will be deemed to be customers of Internet Education Services S.L.. Accordingly, all Internet Education Services S.L. rules, policies, and operating procedures concerning customer orders & customer service will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for courses sold under this Program in accordance with our own pricing policies. Courses’ prices and availability may vary from time to time. Because price changes may affect courses that you already have listed on your site, you may not include price information in your course descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability of any particular course.
  3. Identifying Yourself as an Associate
    We will make available to you a graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In association with Internet Education Services S.L." somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, we encourage (but do not require) you to include a Special Link on your site to the Internet Education Services S.L. home page at www.AllSpanish.net.  You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. Please review our     Rules Regarding Associate Communications and Promotion.
  4. Limited License
    We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating course sales. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our     Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.
  5. Responsibility for Your Site
    You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

  1. Term of the Agreement
    The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Internet Education Services S.L. trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn referral fees on our sales of courses  occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not cancelled. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
  2. Modification
    We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by sending you an e-mail. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
  3. Relationship of Parties
    You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
  4. Limitation of Liability
    We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
  5. Disclaimers
    We make no express or implied warranties or representations with respect to the Program or any courses sold through the Program. In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
  6. Independent Investigation
    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
  7. Miscellaneous
    This Agreement will be governed by the laws of Spain, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the state courts located in Salamanca (Spain), and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on,  to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

Rules Regarding Associates Communications and Promotion

The following rules apply to any press release or other communication that you may want to issue in connection with your participation in the Internet Education Services S.L. Associates Program, as well as to any other promotion of your site.

Press Releases and Other Communications (Including All Communications on Your Web Site or Via Other Media)

  1. Any communication must accurately identify that you are participating in the "Internet Education Services S.L. Associates Program."
  2. Any communication must clearly and accurately describe the nature of your participation in the Internet Education Services S.L. Associates Program: your communication must not create confusion or misrepresent the nature of your or any other participant's participation in the Internet Education Services S.L. Associate's Program.

You may, without our prior consent, say the following in any communication: that you have become an Internet Education Services S.L. Associate, and/or that you have joined or become a member of the Internet Education Services, S.L. Associates Program.

You must obtain our prior written consent to use any other description of your participation in the Internet Education Services S.L. Associates Program or of the program itself, which we may give or withhold at our sole discretion. If you seek such consent, please submit the entirety of your proposed press release to us by email at web@InternetEducationServices.com or review.

Note that in seeking such consent, we will not approve, and you may never in any event issue, any communication which, in the context of describing the Internet Education Services S.L. Associates Program or your relationship with such program or Internet Education Services, S.L.:

·         Uses any of the following words: "network," "affiliate," "partnership," "reseller," "alliance," or "relationship agreement," or any other words which may lead one to confuse the Internet Education Services, S.L. Associates Program with any other selling initiatives or which could otherwise be misleading;

 

  1. You may not use in any press release any Internet Education Services, S.L. "background" or "safe harbor" language, or any quotes from any of Internet Education Services, S.L.'s or its affiliated companies' executives or representatives, whether appearing in any other press release or other communication or documentation.

Other Web Site Promotion

  1. To protect the integrity of the reputation of Internet Education Services, S.L. Associates as well as the Internet Education Services brand name, you may not promote your site via certain forms of indiscriminate advertising, commonly referred to as "spamming." Accordingly, you may not promote your site via unsolicited commercial e-mail (UCE), postings to non-commercial newsgroups, or cross-postings to multiple newsgroups at once. In addition, you may not promote your site in any way that effectively conceals or misrepresents your identity, domain name, or return e-mail address.
  2. Notwithstanding the foregoing, you may promote your site via mailings to recipients who are already customers or subscribers to your site's services, provided that the recipients have the option to remove themselves from future mailings. Further, you may promote your site via newsgroup postings to newsgroups that specifically welcome commercial messages (when in doubt, consult the newsgroup FAQ or moderators to be sure that such a message is acceptable in that newsgroup).
  3. In all promotion, you must clearly represent yourself and your site as entities independent from Internet Education Services, S.L., Internet Education Services, S.L.'s affiliated companies, the Internet Education Services, S.L. site, and any of Internet Education Services, S.L.'s affiliated companies' Web sites.
  4. Generally, in any forum or media, you must honor the advertising practices and restrictions that are commonly considered acceptable by its readers.

Internet Education Services, S.L.,  reserves the right at its sole discretion to modify the foregoing rules at any time and from time to time. Internet Education Services, S.L., reserves the right to take action against any person or entity that does not conform to these rules.


Guidelines for Using the InternetEducationServices.com® Trademark

These guidelines apply to your use of InternetEducationServices.com® (the "Trademark") in materials which have been approved in advance by Internet Education Services, S.L.

  1. You may use the Trademark solely for the purpose authorized by Internet Education Services, S.L.
  2. You may not alter the Trademark in any manner. For example, you may not change the proportion, color, or font of the Trademark.
  3. You may not display the Trademark in any manner that implies sponsorship, endorsement by Internet Education Services, S.L., outside of your involvement in the Associates Program.
  4. You may not use the Trademark to disparage Internet Education Services, S.L., its courses or services, or in a manner which, in Internet Education Services, S.L.,  reasonable judgement, may diminish or otherwise damage Internet Education Services, S.L., goodwill in the Trademark.
  5. The Trademark must appear by itself, with reasonable spacing (at least the height of the Trademark) between each side of the Trademark and other graphic or textual elements.
  6. You must use the ® symbol adjacent to the Trademark.
  7. You must include the following statement in your materials that include the Trademark: Internet Education Services, S.L. is the registered trademark of Internet Education Services, S.L., Inc.
  8. You acknowledge that all rights to the Trademark are the exclusive property of Internet Education Services, S.L., and all goodwill generated through your use of the Trademark will inure to the benefit of Internet Education Services, S.L.

Internet Education Services, S.L., reserves the right in its sole discretion to modify these guidelines at any time. Internet Education Services, S.L., reserves the right to take action against any use that does not conform to these guidelines.