Affiliate Agreement

This Affiliate Agreement ("Agreement") is a legally binding contract entered into between:

1. Elephas Ltd, a registered company incorporated in England and Wales with Company Registration Number 06959317, having its primary address for correspondence at 4 Ham Close, Collingbourne Kingston, Marlborough, Wiltshire, SN8 3SB, United Kingdom, ("EzeContent.com," "Elephas Ltd," "the Company," "we," "us," or "our").

AND

2. Any individual or legal entity ("Affiliate," "you," or "your") that chooses to participate in the EzeContent.com Affiliate Program (hereinafter referred to as the "Program").

The Company has set up the Program for Affiliates to promote its courses and products in return for a proportion of the sale value paid as comission.

By entering into this Agreement, both Elephas Ltd and the Affiliate acknowledge and agree to the terms and conditions contained herein. This Agreement outlines the rights, responsibilities, and obligations of both parties with respect to the Program. 

Please read this Agreement carefully before participating in the Program, as it constitutes a legally binding contract between you and Elephas Ltd. Should there be any questions or concerns regarding the terms and conditions of this Agreement, please contact us for further clarification and guidance.

1. Affiliate Management 

The EzeContent.com Affiliate Program operates through the Thrivecart.com affiliate management platform which is integrated with PayPal for payment processing. By choosing to participate in our Program, you agree to the terms in this Agreement and also the Thrivecart Terms and Conditions.

2. Affiliate Application

All applications submitted to the Program are subject to review and screening. We reserve the right to reject or approve any affiliate application at our own discretion.

3. Affiliate Payments

The Company will pay the Affiliate a Commission for each sale acquired using the unique tracking link or links assigned to the Affiliate. The monitoring, tracking and apportionment of sales to the Affiliate is carried out automatically by the Company's affiliate management partner, Thrivecart. The Affiliate will only earn commission on sales that are assigned to the Affiliate by Thrivecart based on the links used and/or clicks made by the customer. 

All payments made through the EzeContent.com Program to affiliates will be exclusively facilitated using the PayPal payment platform. To participate in the EzeContent.com Program and receive affiliate payments, it is a prerequisite for all affiliates to possess a PayPal Business Account.

All Affiliate commissions are subject to a payment delay of 30 days. This delay serves to account for statutory cooling-off periods that may be relevant to customers. During this period, customers have the option to reconsider their purchases, and this delay ensures that commissions are disbursed accurately. Commission will not be paid on purchases not paid in full, refunded, charged back or in any other way cancelled.

Affiliate commissions within the EzeContent.com Program are structured based on an agreed-upon percentage of the gross sale value.

4. Commission Adjustments

The Company shall have the right to adjust, reclaim or charge back Commission paid or due for any sales that are not commisionable under the terms of this Affiiliate Agreement. Commission will not be paid on purchases not paid in full, refunded, charged back or in any other way cancelled or found to have been made using fraud.

In cases where an affiliate's promotional efforts result in an elevated level of refunds, chargebacks, or comparable concerns, we retain the right to extend the standard payment delay period beyond the typical 30 days. This extension is a precautionary measure designed to allow for a thorough review and resolution of any customer disputes or concerns.

The duration of this extended payment delay may be subject to the discretion of third-party entities, including but not limited to PayPal and relevant authorities. The intent is to ensure that all customer enquiries and issues are addressed appropriately, thereby preserving the integrity of our Program and safeguarding customer satisfaction.

EzeContent.com maintains a steadfast stance against fraud and criminal activity in all its forms. In cases where it is determined that an affiliate has engaged in fraudulent activities or criminal conduct, the consequences are severe and swift.

Such activities may include but are not limited to:

• Deceptive or unethical practises in affiliate marketing.
• The use of fraudulent or stolen information in promotional activities.
• Any activity that violates the law or ethical standards.
  

In instances of confirmed fraud or criminal activity, the affiliate's account will be immediately cancelled, and no commissions or earnings will be disbursed. EzeContent.com takes a proactive approach to protect its Program's integrity, its customers, and its affiliates from any harmful or illicit actions.

It is essential to reiterate that these measures are not intended to penalise affiliates but rather to preserve the fairness and integrity of our Program. Our primary objective is to create a trusted environment for all participants, where affiliates can confidently promote our products while adhering to ethical and legal standards.

We remain committed to open communication and will provide clear and transparent updates and resolutions throughout any investigation or review process related to commissions and customer disputes.

5. Affiliate Rules/Breaking

Affiliates are expected to conduct themselves with the utmost ethical standards.

This includes but is not limited to:

• No Spam: Affiliates must refrain from engaging in any form of unsolicited communication, commonly referred to as "spamming." Unsolicited emails, messages, or promotions are strictly prohibited.
• No Illegal Activities: Engaging in illegal activities, including but not limited to fraudulent practises, money laundering, or any actions that violate local, national, or international laws, is strictly forbidden.
• No Profanity: The use of profane or offensive language, whether in promotional materials or interactions with customers, is not permitted.
• No 'Death' Words: The use of words commonly associated with murder, disaster or death is not premitted as a means of promoting products within the Program. Examples of such words include Murder, Tsunami, Killer, Earthquake, Explode or Ninja.
  

Affiliates must comply with all relevant laws and regulations, including but not limited to Advertising, Consumer Protection, and Data Protection laws, within their respective countries. Adherence to these laws is essential to maintaining the trust and respect of our customers and the broader community.

Our brand identity is integral to our success, and we expect affiliates to uphold the integrity of our brand. Affiliates are prohibited from using our brand names, logos, images, or any proprietary materials in advertising or promotional materials without explicit authorisation in writing from EzeContent.com. To Simplicity And Beyond® is a registered trademark owned exclusively by Elephas Ltd, Number UK00003780587.

Failure to comply with these rules and guidelines may result in the cancellation of affiliate status. In such cases, only commissions earned up to the point of cancellation will be paid to the affiliate.

6. No Self Purchases

Affiliates are strictly prohibited from making purchases through their own affiliate links.

7. Termination and Notice Period

At EzeContent.com, we understand that circumstances surrounding account cessation can vary, and we are committed to handling such situations with fairness and transparency. While the standard notice period for account cessation is typically set at 30 days, it is important to recognise that this timeframe may be subject to adjustment based on the specific circumstances.

Under normal circumstances, affiliates can expect a standard notice period of 30 days for account cessation. This allows for an orderly transition and the resolution of any pending matters. During this period, affiliates may continue to conduct their affiliate activities in accordance with Program policies.

It is vital to acknowledge that in cases involving extreme circumstances, such as fraud or criminal activity, the notice period for account termination may be immediate. Immediate account termination is a measure taken to safeguard the Program's integrity, protect our customers, and ensure compliance with legal and ethical standards.

We approach account cessation with a commitment to fairness and transparency. Our intention is to provide affiliates with the opportunity to address any concerns or issues that may have led to the decision while adhering to established guidelines and standards.

Your only remedy with respect to any dissatisfaction with (i) the Program, (ii) any term of this Affiliate Agreement, or (iii) any policy or practise of Elephas Ltd in operating the Program is to terminate the Affiliate Agreement and your usage of the Program.

8. Confidentiality

You may gain access to confidential information about EzeContent.com, Elephas Ltd, or our customers. We hold the security and privacy of this information in high regard, and we require all affiliates to adhere to a strict confidentiality agreement.

By becoming an affiliate with EzeContent.com, you agree to keep any confidential information that you obtain about our company, Elephas Ltd, or our customers, strictly confidential. This obligation extends to any information that is not publicly available or readily accessible by third parties.

Confidential information may include, but is not limited to:

• Proprietary business strategies and practises.
• Financial data or performance metrics.
• Customer information or data.
• Product development plans and strategies.
• Marketing and promotional strategies. 

Affiliates are expressly prohibited from disclosing confidential information to any third parties, including competitors, affiliates from other Programs, or individuals or entities that do not have a legitimate need to know such information.

Our confidentiality agreement aligns with legal and ethical standards, and it is incumbent upon all affiliates to uphold this commitment. Violation of this agreement may result in account termination and other legal remedies as may be applicable under the law.

We, in turn, pledge to treat your confidential information with the same level of care and respect. Our commitment to data security and privacy is unwavering, and we take every measure to protect your information in accordance with applicable data protection laws and regulations.

9. Intellectual Property

EzeContent.com and its parent company, Elephas Ltd, retain all rights to intellectual property, including but not limited to trademarks, logos, promotional materials, and other proprietary assets. Affiliates are granted specific authorisation to use these materials in accordance with the terms outlined by Elephas Ltd and are explicitly prohibited from acquiring any ownership or proprietary rights to such intellectual property.

Ownership: All intellectual property, trademarks, logos, and promotional materials associated with EzeContent.com and Elephas Ltd are the exclusive property of Elephas Ltd. This ownership is protected by applicable intellectual property laws and regulations

Authorised Use: Affiliates are granted a limited, non-exclusive, and revocable authorisation to use specified intellectual property, trademarks, logos, and promotional materials solely for the purpose of promoting the EzeContent.com range of products and services included within the framework of the Program.

No Acquisition of Rights: Affiliates shall not, under any circumstances, acquire any rights, title, or interest in the intellectual property, trademarks, logos, or promotional materials. These materials remain the sole and exclusive property of Elephas Ltd.

Authorised and Approved Use: Affiliates are required to use authorised materials only as specified and approved by Elephas Ltd. Any use beyond the scope of this authorisation is strictly prohibited.

The protection of intellectual property rights is a core principle of our Program. We are committed to enforcing these rights and ensuring that our intellectual property is used in a manner consistent with our brand's integrity and reputation.

Affiliates are expected to comply with this provision in full accordance with legal and ethical standards. Violation of this section may result in account termination and other legal remedies as may be applicable under the law.

10. Relationship

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

11. Governing Law and Dispute Resolution

The Affiliate Agreement shall be governed in accordance with the laws of England and Wales, without giving effect to any principles of conflicts of law that would cause the application of the laws of any other jurisdiction.

In the event of a dispute arising from this Agreement, the parties agree to good faith negotiations as the first step in resolving the dispute. Should good faith negotiations fail to resolve the dispute within 60 days, we shall resort to resolve the dispute through binding arbitration in accordance with The London Court of International Arbitration (LCIA). The language to be used in the arbitral proceedings shall be English and the place of arbitration shall be London. If any party is dissatisfied with the arbitrator’s award, they shall have the right to litigate.

Elephas Ltd and you agree to submit to the exclusive jurisdiction of the English and Welsh courts, but if you are a consumer and you live in Scotland, Northern Ireland or the Republic of Ireland, the courts of those jurisdictions shall also have jurisdiction in relation to any dispute about this Affiliate Agreement.

12. Amendments

Elephas Ltd reserves the right to modify the terms of this Agreement, and affiliates will be notified of any changes 30 days before they take effect.

13. Force Majeure

In the event that either party (the “affected party”) is unable to perform its obligations under this contract due to a Force Majeure event, they shall promptly notify the other party in writing of the occurrence and the impact on the performance of the contract.

For the purposes of this clause, "Force Majeure" refers to any event or circumstance beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, riots, governmental actions, or any other unforeseeable event that renders the performance of the contract impossible or impracticable.

During the occurrence of a Force Majeure event, the affected party’s obligations under this contract shall be suspended for the duration of the event. The affected party shall not be held liable for any delay or failure to fulfil its obligations, and the time for performance shall be extended for a period equal to the duration of the event.

If the Force Majeure event continues for an extended period of time, the non-affected party shall have the right to terminate this contract by providing written notice to the affected party. In such a case, the affected party shall not be liable for any damages or further performance obligations, except for the payment of fees or expenses incurred prior to the occurrence of the Force Majeure event.

The affected party agrees to make reasonable efforts to mitigate the effects of the Force Majeure event and to resume the performance of its obligations under this contract as soon as reasonably possible.

14. Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL ELEPHAS LTD OR THE ELEPHAS LTD PARTIES (AS EXPLAINED BELOW) BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR PROFITS, LOSS OF DATA, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) EVEN IF ELEPHAS LTD OR ONE OF THE ELEPHAS LTD PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF OR RELATING (i) TO THE TERMS; (ii) YOUR USE OF (OR INABILITY TO USE) THE AFFILIATE PROGRAM, (iii) ANY OTHER INTERACTIONS WITH ELEPHAS LTD OR ANY THIRD-PARTY THROUGH OR IN CONNECTION WITH EZECONTENT.COM, INCLUDING OTHER USERS; (IV) THE USE OF INFORMATION TECHNOLOGY AND TELECOMMUNICATIONS MEDIA; (V) TRANSPORT OR DISPATCH OF DATA OR DATA CARRIERS; OR (VI) THE PRESENCE OF COMPUTER VIRUSES IN ANY FILES OR DATA CARRIERS SUPPLIED BY US.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, ELEPHAS LTD’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
IN NO EVENT WILL ELEPHAS LTD’ OR THE ELEPHAS LTD PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE SERVICES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY ELEPHAS LTD TO YOU IN THE PRECEDING 3 MONTHS BEFORE THE CLAIM.

YOU ACKNOWLEDGE AND AGREE THAT ELEPHAS LTD HAS OFFERED THE AFFILIATE PROGRAM AND ENTERED INTO THE TERMS IN RELIANCE UPON THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND ELEPHAS LTD, AND THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ELEPHAS LTD.

ELEPHAS LTD WOULD NOT BE ABLE TO PROVIDE THE AFFILIATE PROGRAM TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

15. Indemnification

You agree, to the extent permissible under applicable laws, to indemnify, defend, and hold harmless Elephas Ltd, and its successors, affiliated companies, contractors, officers, directors, employees, agents and its third-party suppliers, licensors, and partners (“Elephas Ltd Parties") from and against all losses, damages, liabilities, demands, judgements, settlements, costs and expenses of any kind (including legal fees and expenses), from any claim or demand made by any third-party relating to or arising out of (i) the affiliate services provided by you; (ii) your breach or alleged breach of this Affiliate Agreement, or any violation of the Affiliate Agreement; (iii) any breach of the representations, warranties, and covenants made herein; (iv) your failure to comply with Applicable Laws (including any failure to obtain or provide any necessary consent or notice); (v) the infringement by you of any intellectual property, privacy, or other right of any person or entity, including in connection with your affiliate marketing, or (vi) your breach or alleged breach of any interaction, agreement, or policy between you and any other party. Elephas Ltd reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify Elephas Ltd, and you agree to cooperate with Elephas Ltd in defence of these claims.  You agree not to settle any such matter without the prior written consent of Elephas Ltd. Elephas Ltd will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

16. Entire Agreement

This Agreement represents the entire understanding between the parties and supersedes any prior agreements or understandings, whether written or verbal.

17. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way. The parties shall endeavour to replace any invalid or unenforceable provision with a valid and enforceable provision that most closely aligns with the original intent and purpose of the Agreement.

18. Waiver

A failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce that provision or any other provision in the future.

By participating in the Program, you acknowledge and explicitly agree to the terms and conditions outlined in this Agreement. It is important to understand that this Agreement is legally binding, and your agreement to its terms is sufficient for its enforcement, without the need for a physical or electronic signature.

19. Effective Date

The effective date of this Agreement is the date on which The Affiliate confirms acceptance to this agreement as part of their application to the Program.