SchoolPen Partner Program Agreement

Last November  25, 2023

PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (the “Partner”) and us (“SchoolPen”). 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 necessarily “legalese” but we have tried to make it as readable as possible.

The SchoolPen Partner Program Agreement applies to your participation in our Partner Program (the “Partner Program”).  These terms are so important that we cannot have you participate in our Partner Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Partner Program changes, ends, or becomes part of an existing program, including our partner programs. If you don’t agree to the update or replacement, you can choose to terminate.

Partner Acceptance

Once you complete an application to become a Partner, we will review your application and notify you whether you have been accepted to participate in the Partner 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 or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Partner Program within thirty (30) days from your application, your application is considered to be rejected.

If you are accepted to participate in the Partner Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, according 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 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 Partner Program.

Your acceptance and participation in the Partner Program does not mean that you will be accepted into any of our other Partner Programs, including our Solutions Partner Program or our App Partner Program. In order to participate in these programs, you will need to apply following the relevant application procedure.

You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

SECTION 1: DEFINITIONS

1.1 Partner: An individual or business entity legally bound by this Agreement to endorse the Company’s products or services, guiding potential users to the Company’s website or sales team.

1.2 Qualified Sale: A sale of the Company’s products or services to a customer referred by the Partner, where the user has completed full payment for the products or services, confirmed by the Company.

1.3 Partner Commission: The monetary compensation provided by the Company to the Partner for each Qualified Sale, as communicated via email.

1.4 Partner Coupon: A unique coupon exclusively provided by the Company to the Partner. This coupon serves the dual purpose of tracking referrals made by the Partner and providing a discount to users who apply it during their purchase. The Partner Coupon is instrumental in accurately attributing sales to the Partner and calculating the corresponding commission.

1.5 Other Products: refers to the array of products and services provided by SchoolPen that do not fall within the purview of the Subscription Service. Within the context of this Agreement, the term “Other Products” encompasses our comprehensive suite of marketing software, legacy sales and marketing products, along with any offerings related to implementation, customization, training, consulting, additional support, or other professional services. This also includes fees associated with third-party products or services.

1.6: “We”, “us”, “our”, and “SchoolPen” means AIE Technologies Pvt Ltd., the company responsible for the aforementioned products and services.

1.7: “You” and “Partner” means the party, other than SchoolPen, entering into this Agreement and participating in the Partner Program.

SECTION 2: DUTIES AND OBLIGATIONS

2.1 SchoolPen Partner Duties: The SchoolPen Partner agrees to perform the following duties: 

  • SchoolPen Partner agrees to promote the Company’s products or services using the Partner Link in accordance with the terms of this Agreement and in compliance with all applicable laws and regulations; 
  • SchoolPen Partner agrees not to make any false or misleading statements about the Company’s products or services; 
  • SchoolPen Partner agrees to use the Partner Link in a manner that does not negatively impact the Company’s reputation or brand image; and  
  • SchoolPen Partner is solely responsible for any expenses incurred in connection with the promotion of the Company’s products or services and the use of the Partner Link. 

2.2 Company Duties: The Company agrees to perform the following duties: 

  • The Company will provide the SchoolPen Partner with the Partner Coupon and any necessary promotional materials to effectively promote their products and services; 
  • The Company will provide necessary training and support to the SchoolPen Partner to enable them to fulfill their obligations under this Agreement effectively; 
  • The Company will track the customers referred by the SchoolPen Partner using the Partner Link & coupon and calculate the Partner Commissions due to the Partner; and  
  • The Company will pay the Partner Commissions to the SchoolPen Partner in accordance with the terms as communicated via mail. 
SECTION 3: PARTNER COMMISSIONS

3.1 Commission Structure: The Company will pay the SchoolPen Partner a commission for each Qualified Sale. The commission structure, whether it be a fixed amount, percentage of the sale, or other structure, as communicated via mail. 

3.2 Payment Frequency and Timeline: The Company will calculate Partner Commissions on a monthly basis and will issue payments within 7 working days of the end of each calendar month in which the Qualified Sale was finalized. 

3.3 Deductions and Withholdings: The Company reserves the right to withhold or deduct Partner Commissions under certain circumstances, including, but not limited to, refunds issued to customers, cancellations of Qualified Sales, returns, or in the event of any breach of this Agreement by the SchoolPen Partner. 

3.4 Reporting: The Company will provide the SchoolPen Partner with a monthly report detailing the Qualified Sales, the calculation of the Partner Commission for each of these sales, and any withholdings or deductions made. 

3.5 Taxes: The SchoolPen Partner is responsible for any and all taxes associated with the receipt of the Partner Commission. 

3.6 Dispute Resolution: In the event of any dispute over the calculation or payment of the Partner Commissions, the Parties agree to work in good faith to resolve the dispute. If the dispute cannot be resolved internally, the Parties agree to resolve the matter through a mutually agreed-upon third-party mediator. 

3.7 Terms and Conditions Alterations: The Company retains the right to alter the terms and conditions of the Partner Commission as communicated via mail, at its sole discretion and with reasonable notice to the SchoolPen Partner. 

SECTION 4: CONFIDENTIALITY

4.1 Definition: “Confidential Information” means any information that a Party (“Disclosing Party”) discloses to the other Party (“Receiving Party”) that is either designated as confidential at the time of disclosure or should be reasonably understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information may include, but is not limited to, business plans, customer lists, financial information, marketing strategies, non-public information relating to products or services, and other proprietary information. 

4.2 Non-Disclosure: The Receiving Party agrees to keep all Confidential Information strictly confidential. The Receiving Party will not disclose or make available any Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party will use the Confidential Information solely for the purpose of performing its obligations under this Agreement. 

4.3 Exceptions: The obligations under this section will not apply to any Confidential Information that: was already lawfully known to the Receiving Party at the time of disclosure; is disclosed to the Receiving Party by a third party who had the right to disclose it; is publicly available through no fault of the Receiving Party; or is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. 

4.4 Required Disclosure: If the Receiving Party is required by law, court order, or any government or regulatory authority to disclose any of the Confidential Information, it will give the Disclosing Party prompt written notice of such requirement before the disclosure and, if possible, enough time to contest the disclosure. 

4.5 Return of Confidential Information: Upon termination of this Agreement, or upon the Disclosing Party’s request, the Receiving Party will return all Confidential Information and all copies, notes, or extracts thereof to the Disclosing Party unless required by law to retain it. 

4.6 Continuing Obligations: The Receiving Party’s obligation to protect the confidentiality of the Confidential Information will survive termination of this Agreement and continue until such time as the Confidential Information becomes public knowledge other than through the Receiving Party’s breach of this Agreement. 

SECTION 5: INTELLECTUAL PROPERTY

5.1 Ownership: SchoolPen Partner acknowledges that the Company and its licensors own all rights, title, and interest in the service(s), product(s), and all intellectual property rights therein. Nothing in this Agreement gives SchoolPen Partner any right, title, or interest in the service(s), product(s) or any associated trademarks, except the right to sell or service the service(s) or product(s) in accordance with this Agreement. 

SECTION 6: TERM AND TERMINATION

6.1 Term: This Agreement shall commence on the date first set forth above and will continue indefinitely unless and until terminated by either Party. 

6.2 Termination without Cause: Either Party may terminate this Agreement without cause upon providing thirty (30) days’ prior written notice to the other Party. Upon termination without cause, the terminating party is under no obligation to provide reasoning for the termination. 

6.3 Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party: 

  • Breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, unless such breach is such that it cannot be cured within thirty (30) days, in which case the breaching Party shall commence such cure promptly after receipt of such notice and continuously pursue such cure to completion; 
  • Becomes the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization, liquidation, dissolution, receivership, or similar proceeding, or otherwise ceases to do business; or 
  • Fails to comply with any applicable laws or regulations, which may harm the reputation or business of the other Party. 

6.4 Effect of Termination: Upon termination or expiration of this Agreement for any reason: 

  • The rights granted to the SchoolPen Partner under this Agreement will immediately cease; 
  • The SchoolPen Partner must promptly discontinue all promotion of the Company’s products or services; and 
  • Any fees owed to either Party at the time of termination or expiration will be paid according to the terms of this Agreement. 

6.5 Survival: The rights and obligations of the Parties set forth in this Section 6 and any right, obligation, or required performance of the Parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration. 

SECTION 7: GENERAL PROVISIONS

7.1 Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the Union State of India. 

7.2 Entire Agreement: This Agreement, including any exhibits and appendices, contains the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties with respect to the subject matter hereof. 

7.3 Amendments: This Agreement may only be amended, modified, or supplemented by an agreement in writing acknowledged by each Party. 

7.4 Waiver: No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and acknowledged by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver. 

7.5 Indemnification: Each Party agrees to indemnify and hold the other harmless from any claims, losses, damages, liabilities, or expenses incurred as a result of the negligent or intentional acts or omissions of the indemnifying Party. 

7.6 Severability: If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 

7.7 Notices: All notices or other communications required or permitted under this Agreement must be in writing. Such notices may be delivered personally, or sent by mail to partner@schoolpen.net.

7.8 Independent Contractor Relationship: It is understood that the SchoolPen Partner is an independent contractor and not an agent, partner, or employee of the Company. The SchoolPen Partner shall not have any authority to enter into any agreements or obligations on behalf of the Company. 

7.9 Non-Exclusivity: The relationship between the Company and the SchoolPen Partner is non-exclusive. Both Parties are free to enter into similar agreements with other parties unless otherwise specified in this Agreement. 

7.10 No Assignment: The SchoolPen Partner may not assign or transfer this Agreement, or delegate its obligations under this Agreement, without the Company’s prior written consent. 

7.11 Dispute Resolution: In the event of any dispute arising out of or related to this Agreement, the Parties agree to negotiate in good faith to resolve the dispute. If the Parties are unable to resolve the dispute, they agree to submit the dispute to mediation before resorting to litigation. 

7.12 Data Processing and Protection: The parties acknowledge that in connection with the Partner 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 SchoolPen Partner Data Processing Agreement shall apply. Each party shall process the copy of the Personal Data in its possession or control: (i) in accordance with the SchoolPen Partner Program (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, SchoolPen shall be an independent controller of any Personal Data that it receives or shares with Partner.