As an authorized agent (Agent) of Ontesol.com Inc (OnTESOL), you agree to abide by the terms and conditions contained in this Agreement (Agreement). Please read the entire Agreement carefully before registering and promoting OnTESOL as an Agent.
Your participation in the Program is solely to legally advertise OnTESOL’s website to receive a commission on TESOL course enrollments by individuals referred to OnTESOL by your own website, social channels, or personal referrals.
By signing up for the OnTESOL Agent Program (Program), you indicate your acceptance of this Agreement and its terms and conditions.
1. APPROVAL OR REJECTION OF APPLICATION
OnTESOL reserves the right to approve or reject ANY Agent Program Application.
Section 2 - OBLIGATIONS OF ONTESOL DURING THE TERM
2.1 Terms of Commission Payment
2.1.1 OnTESOL agrees to pay a CA $150 (Canadian dollars) commission to The Agent on each organic enrollment in the online 120-hour, 168-hour and 250-hour TESOL/TEFL courses from The Agent’s unique affiliate link. Organic enrollment is hereby described as, and limited to, enrollments that take place as a result of the Agent’s referral visiting Ontesol.com for the first time using The Agent’s unique affiliate link. Notwithstanding the foregoing, OnTESOL is not required to pay The Agent a commission for students who withdraw from the TESOL/TEFL course within 7 days of enrolling in the course.
2.1.2 OnTESOL agrees to grant The Agent access to The Agent Center at agents.ontesol.com to track organic enrollments. The Agent Center also includes approved marketing materials for The Agent to use.
2.2 Currency and Method of Payment
OnTESOL agrees to send the commission in Canadian dollars to The Agent. The commission shall be paid only via PayPal.
2.3 Sequence of Payment:
OnTESOL shall submit payment to The Agent on a monthly basis, no later than 10 days from the beginning of the month. Notwithstanding the foregoing, in the case that The Agent’s monthly commission is for less than CA$300 (2 enrollments) then OnTESOL is not required to remit payment to The Agent until the following month when commission payable to the Agent has reached a minimum of CA$300.
2.4 Bank Fees:
2.4.1. OnTESOL and The Agent will each separately be responsible for respective bank fees incurred in sending money to the other.
2.5 Terms of TESOL Course Payment
All TESOL course fees are to be paid in Canadian dollars via OnTESOL’s website.
Section 3 – OBLIGATIONS OF THE AGENT DURING THE TERM
3.1 Sub-Agents - The Agent may not contract with agents (“Sub-Agents”) to promote the TESOL, TEFL, TESL and/or related teacher training courses of OnTESOL.
3.2 Approval of Marketing Material - The Agent agrees to post approved marketing material and information about OnTESOL only with the prior written approval of OnTESOL. The written approval may come from the CEO of OnTESOL or the General Manager via e-mail at info@ontesol.com
3.3 Student Assistance and Dispute Resolution with Students - The Agent shall not provide any form of assistance to a student in the OnTESOL course. Providing assistance to a student will automatically result in the termination of this Agency Agreement without OnTESOL being required to remit payment for any balance commission, and will result in the student being automatically expelled from the OnTESOL course as per the Plagiarism and Cheating Policy. In the event of a dispute for a mark, the Agent shall notify the student to communicate directly with OnTESOL's Director of Studies via e-mail, at claudia.bertotto@ontesol.com. The Director of Studies has access to all communication between the student and the tutor. The Director of Studies has the final decision. The student mark may be lowered upon further review and the student may be expelled for any use of fault or aggressive language, as stated in the Code of Conduct the student accepts at the time of enrollment.
Section 4 - USE OF NAME
4.1 A party must not:
A) use the name or any trademark, logo, business or company name of the other party (whether with or without graphic or photographic or other visual material) without the prior written consent of the other party; B) apply for or register any trademark, business or company name containing the name of the other party; or C) make any inaccurate claims of association with the other party or any of its related entities.
Section 5 - INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION AND RESTRICTIVE COVENANTS
5.1 This Agreement does not transfer to a party the intellectual property of the other party.
5.2 Each party must keep confidential all intellectual property of the other party.
5.3 Restrictive Covenants of The Agent – The Agent hereby agrees to be bound by the following restrictive covenants (the “Restrictive Covenants”):
5.3.2 Confidentiality - The Agent recognizes that OnTESOL regards the TESOL courses as its proprietary intellectual property (“Intellectual Property”) and as confidential trade secrets of great value. The Intellectual Property owned by OnTESOL includes, but is not limited to, the course material used in the TESOL courses and specialist courses, the courses’ processes, the login information, the tutors’ corrections, the tutors’ feedback, the students’ assignment, and any form of communication or training that takes place between OnTESOL and the student. The Agent agrees not to provide or to otherwise make the TESOL courses available in any form, or any portion thereof, to any person without the prior written consent of OnTESOL. The Agent further agrees to treat the TESOL courses with at least the same degree of care with which The Agent treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the TESOL courses.
5.3.3 Intellectual Property - The Agent acknowledges and agrees further that the Intellectual Property is owned by OnTESOL and that no ownership interest in the Intellectual Property shall pass at any time to The Agent. The Agent shall permit the Intellectual Property to be used only by the student who enrolls in OnTESOL’s teacher training course for the sole purpose of completing the respective teacher training course supplied by OnTESOL and for no other purpose. The use of the Intellectual Property is limited under the terms of use stated in the Terms and Conditions the student accepts when enrolling in the course. The copyright material shall not be used or shared by any other person or organization related to or doing business with The Agent, including but not limited to the Agent’s employees, partners, investors, teachers or clients, during the duration of this agreement and not at any moment in the future after this agreement is terminated, unless the Agent receives previous written permission by the CEO of OnTESOL and such permission is notarized by an Ontario attorney.
5.3.4 NON- EXCLUSIVITY: Neither Party is precluded from entering into an agreement with a similar purpose to this Agency Agreement with another organization during the Term.
5.3.5 Student Information - The Agent agrees that it shall not interfere at any point in the delivery of the TESOL course, including but not limited to inquiring about a student’s mark, tutor, or performance. The Agent, its partners, or any person shall not receive nor request access to any copyright material or email communication that takes place between the student enrolled in the TESOL course and anyone at OnTESOL, including all staff and tutors. In the event that the Agent, its partners, or any person receives an e-mail from a student enrolled in a TESOL course that contains Copyright information, including but not limited to course material, assignments, and emails from the tutor:
A- the student may be automatically expelled from the course for violation of the Copyright and cheating/plagiarism policies in the Waiver agreement the student signs at the time of enrollment; and
B- the Agent is required to delete all emails containing Copyright information without reading.
Section 6 - SETTLEMENT OF DISPUTES
6.1 Indemnification - Each party (“the Indemnifier”) shall at all times indemnify and hold harmless the other party, its officers, directors, employees and agents (“Those Indemnified”) from and against any loss (including legal costs and expenses) or liability reasonably suffered by any of Those Indemnified arising from any claim, suit, demand, action or proceeding by any person against any of Those Indemnified where such loss or liability was caused by any willful, unlawful or negligent act or omission of the indemnifier, its employees, agents or subcontractors in connection with this Agreement.
6.2 Arbitration - Any dispute between the Parties arising in connection with this Agreement shall be submitted to arbitration in Ontario before a single arbitrator pursuant to the Arbitrations Act
(Ontario). The language to be used in the arbitration proceedings shall be English. The award shall be final and binding on both Parties.
Section 7 – TERMINATION
7.1 Termination With Notice -This agreement may be terminated by either party by delivering notice in writing to the other party in accordance with this Agreement. Such notice of termination shall be effective five (5) days after the date of delivery of such notice to the other party in accordance with this Agreement.
7.4 Effective as of the Termination Date, The Agent will cease all promotional activities on behalf of OnTESOL and shall return all Intellectual Property to OnTESOL. Anyone successfully registered for OnTESOL courses prior to the Termination Date shall remain enrolled and subject to the terms of this Agreement.
Section 8– General Provisions
8.1 Governing Law - This Agreement shall be governed and construed by the laws and regulations of Ontario, Canada.
8.2 Further Assurances - Following execution of this agreement, each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.
8.3 Notices - All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing via info@ontesol.com
8.4 Headings - The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
8.5 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.
8.6 Entire Agreement - This Agreement and the documents to be delivered hereunder constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in documents to be delivered hereunder, the statements in the body of this Agreement will control.
8.7 Successors and Assigns - This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.
8.8 No Third-Party Beneficiaries - This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
8.9 Amendment and Modification - This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.
8.10 Waiver - No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed 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, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
8.11 Governing Law - This Agreement shall be governed by and construed in accordance with the internal laws of the Province of Ontario and the federal laws of Canada applicable therein.
8.12 Submission to Jurisdiction - Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the courts of the Province of Ontario located in the City of Toronto, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
8.13 Counterparts - This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A copy of this Agreement delivered by OnTESOL to The Agent via e-mail shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement
Your participation in the Program is solely to legally advertise OnTESOL’s website to receive a commission on TESOL course enrollments by individuals referred to OnTESOL by your own website, social channels, or personal referrals.
By signing up for the OnTESOL Agent Program (Program), you indicate your acceptance of this Agreement and its terms and conditions.
1. APPROVAL OR REJECTION OF APPLICATION
OnTESOL reserves the right to approve or reject ANY Agent Program Application.
Section 2 - OBLIGATIONS OF ONTESOL DURING THE TERM
2.1 Terms of Commission Payment
2.1.1 OnTESOL agrees to pay a CA $150 (Canadian dollars) commission to The Agent on each organic enrollment in the online 120-hour, 168-hour and 250-hour TESOL/TEFL courses from The Agent’s unique affiliate link. Organic enrollment is hereby described as, and limited to, enrollments that take place as a result of the Agent’s referral visiting Ontesol.com for the first time using The Agent’s unique affiliate link. Notwithstanding the foregoing, OnTESOL is not required to pay The Agent a commission for students who withdraw from the TESOL/TEFL course within 7 days of enrolling in the course.
2.1.2 OnTESOL agrees to grant The Agent access to The Agent Center at agents.ontesol.com to track organic enrollments. The Agent Center also includes approved marketing materials for The Agent to use.
2.2 Currency and Method of Payment
OnTESOL agrees to send the commission in Canadian dollars to The Agent. The commission shall be paid only via PayPal.
2.3 Sequence of Payment:
OnTESOL shall submit payment to The Agent on a monthly basis, no later than 10 days from the beginning of the month. Notwithstanding the foregoing, in the case that The Agent’s monthly commission is for less than CA$300 (2 enrollments) then OnTESOL is not required to remit payment to The Agent until the following month when commission payable to the Agent has reached a minimum of CA$300.
2.4 Bank Fees:
2.4.1. OnTESOL and The Agent will each separately be responsible for respective bank fees incurred in sending money to the other.
2.5 Terms of TESOL Course Payment
All TESOL course fees are to be paid in Canadian dollars via OnTESOL’s website.
Section 3 – OBLIGATIONS OF THE AGENT DURING THE TERM
3.1 Sub-Agents - The Agent may not contract with agents (“Sub-Agents”) to promote the TESOL, TEFL, TESL and/or related teacher training courses of OnTESOL.
3.2 Approval of Marketing Material - The Agent agrees to post approved marketing material and information about OnTESOL only with the prior written approval of OnTESOL. The written approval may come from the CEO of OnTESOL or the General Manager via e-mail at info@ontesol.com
3.3 Student Assistance and Dispute Resolution with Students - The Agent shall not provide any form of assistance to a student in the OnTESOL course. Providing assistance to a student will automatically result in the termination of this Agency Agreement without OnTESOL being required to remit payment for any balance commission, and will result in the student being automatically expelled from the OnTESOL course as per the Plagiarism and Cheating Policy. In the event of a dispute for a mark, the Agent shall notify the student to communicate directly with OnTESOL's Director of Studies via e-mail, at claudia.bertotto@ontesol.com. The Director of Studies has access to all communication between the student and the tutor. The Director of Studies has the final decision. The student mark may be lowered upon further review and the student may be expelled for any use of fault or aggressive language, as stated in the Code of Conduct the student accepts at the time of enrollment.
Section 4 - USE OF NAME
4.1 A party must not:
A) use the name or any trademark, logo, business or company name of the other party (whether with or without graphic or photographic or other visual material) without the prior written consent of the other party; B) apply for or register any trademark, business or company name containing the name of the other party; or C) make any inaccurate claims of association with the other party or any of its related entities.
Section 5 - INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION AND RESTRICTIVE COVENANTS
5.1 This Agreement does not transfer to a party the intellectual property of the other party.
5.2 Each party must keep confidential all intellectual property of the other party.
5.3 Restrictive Covenants of The Agent – The Agent hereby agrees to be bound by the following restrictive covenants (the “Restrictive Covenants”):
5.3.2 Confidentiality - The Agent recognizes that OnTESOL regards the TESOL courses as its proprietary intellectual property (“Intellectual Property”) and as confidential trade secrets of great value. The Intellectual Property owned by OnTESOL includes, but is not limited to, the course material used in the TESOL courses and specialist courses, the courses’ processes, the login information, the tutors’ corrections, the tutors’ feedback, the students’ assignment, and any form of communication or training that takes place between OnTESOL and the student. The Agent agrees not to provide or to otherwise make the TESOL courses available in any form, or any portion thereof, to any person without the prior written consent of OnTESOL. The Agent further agrees to treat the TESOL courses with at least the same degree of care with which The Agent treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the TESOL courses.
5.3.3 Intellectual Property - The Agent acknowledges and agrees further that the Intellectual Property is owned by OnTESOL and that no ownership interest in the Intellectual Property shall pass at any time to The Agent. The Agent shall permit the Intellectual Property to be used only by the student who enrolls in OnTESOL’s teacher training course for the sole purpose of completing the respective teacher training course supplied by OnTESOL and for no other purpose. The use of the Intellectual Property is limited under the terms of use stated in the Terms and Conditions the student accepts when enrolling in the course. The copyright material shall not be used or shared by any other person or organization related to or doing business with The Agent, including but not limited to the Agent’s employees, partners, investors, teachers or clients, during the duration of this agreement and not at any moment in the future after this agreement is terminated, unless the Agent receives previous written permission by the CEO of OnTESOL and such permission is notarized by an Ontario attorney.
5.3.4 NON- EXCLUSIVITY: Neither Party is precluded from entering into an agreement with a similar purpose to this Agency Agreement with another organization during the Term.
5.3.5 Student Information - The Agent agrees that it shall not interfere at any point in the delivery of the TESOL course, including but not limited to inquiring about a student’s mark, tutor, or performance. The Agent, its partners, or any person shall not receive nor request access to any copyright material or email communication that takes place between the student enrolled in the TESOL course and anyone at OnTESOL, including all staff and tutors. In the event that the Agent, its partners, or any person receives an e-mail from a student enrolled in a TESOL course that contains Copyright information, including but not limited to course material, assignments, and emails from the tutor:
A- the student may be automatically expelled from the course for violation of the Copyright and cheating/plagiarism policies in the Waiver agreement the student signs at the time of enrollment; and
B- the Agent is required to delete all emails containing Copyright information without reading.
Section 6 - SETTLEMENT OF DISPUTES
6.1 Indemnification - Each party (“the Indemnifier”) shall at all times indemnify and hold harmless the other party, its officers, directors, employees and agents (“Those Indemnified”) from and against any loss (including legal costs and expenses) or liability reasonably suffered by any of Those Indemnified arising from any claim, suit, demand, action or proceeding by any person against any of Those Indemnified where such loss or liability was caused by any willful, unlawful or negligent act or omission of the indemnifier, its employees, agents or subcontractors in connection with this Agreement.
6.2 Arbitration - Any dispute between the Parties arising in connection with this Agreement shall be submitted to arbitration in Ontario before a single arbitrator pursuant to the Arbitrations Act
(Ontario). The language to be used in the arbitration proceedings shall be English. The award shall be final and binding on both Parties.
Section 7 – TERMINATION
7.1 Termination With Notice -This agreement may be terminated by either party by delivering notice in writing to the other party in accordance with this Agreement. Such notice of termination shall be effective five (5) days after the date of delivery of such notice to the other party in accordance with this Agreement.
7.4 Effective as of the Termination Date, The Agent will cease all promotional activities on behalf of OnTESOL and shall return all Intellectual Property to OnTESOL. Anyone successfully registered for OnTESOL courses prior to the Termination Date shall remain enrolled and subject to the terms of this Agreement.
Section 8– General Provisions
8.1 Governing Law - This Agreement shall be governed and construed by the laws and regulations of Ontario, Canada.
8.2 Further Assurances - Following execution of this agreement, each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.
8.3 Notices - All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing via info@ontesol.com
8.4 Headings - The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
8.5 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.
8.6 Entire Agreement - This Agreement and the documents to be delivered hereunder constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in documents to be delivered hereunder, the statements in the body of this Agreement will control.
8.7 Successors and Assigns - This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.
8.8 No Third-Party Beneficiaries - This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
8.9 Amendment and Modification - This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.
8.10 Waiver - No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed 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, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
8.11 Governing Law - This Agreement shall be governed by and construed in accordance with the internal laws of the Province of Ontario and the federal laws of Canada applicable therein.
8.12 Submission to Jurisdiction - Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the courts of the Province of Ontario located in the City of Toronto, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
8.13 Counterparts - This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A copy of this Agreement delivered by OnTESOL to The Agent via e-mail shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement