TAKELESSONS AFFILIATE AGREEMENT

READ THIS ENTIRE AFFILIATE AGREEMENT ("AGREEMENT") BEFORE ELECTRONICALLY SIGNING YOUR NAME. By electronically signing your name and clicking "Click to eSign," you agree to be bound to all of the terms and conditions in this Agreement; and you agree that clicking "Click to eSign" legally executes this Agreement. You further agree that none of the rights granted to you under this Agreement shall take effect unless we accept your Application (as provided in Section 1 below). If you do not wish to accept all of the terms and conditions of this Agreement, close your browser. If you do not click "Click to eSign" you will not be eligible for consideration for this program.

This Affiliates Agreement ("Agreement") is made by and agreed to between Service Scout, Inc. (dba TakeLessons.com), a Delaware corporation, located at 350 10th Avenue, Suite 600, San Diego, CA 92101, USA ("TakeLessons", "we", "us", "our"), and you ("You"). When it refers to "you," it refers both to you, the applicant to the Program, and to any and all Sites that you own, operate, or control and that link to our Site, use or display the TakeLessons Trademarks (see Section 6 below), or use or display the TakeLessons Materials (see Section 2 below).

The TakeLessons Affiliate Program ("Program") is where a person, entity, affiliate or its agent ("Affiliate"), operating "Web site(s)" or "site(s)" (a site on the World Wide Web or mobile web that consists of a web page on a domain name and any or all of the web pages on sub domains of that name, including the source code, meta tags, hidden text, and html tags of any of those web pages.) and/or other promotional methods such as print to drive traffic to another's Web site or Web site content may earn financial compensation ("Payouts", "Referral Fee(s)") for "Transactions" (actions by Visitors as defined by TakeLessons) referred by such Affiliate via an action made by a "Visitor" (any person or entity that is not the Affiliate or the Affiliate’s agent) through an Internet connection ("Link") to a Web site or Web site content operated by TakeLessons from a TakeLessons authorized promotional method used by such Affiliate. TakeLessons compensates the Affiliate, in accordance with this Agreement and the Program Referral Fee specifications.

To join the Program, you must execute this Agreement by clicking "Click to eSign", and have your application be accepted. By submitting an application to become a member of the Program, you warrant that you have read and understood this Agreement, and you agree to be bound by it.

We will evaluate your application. We may reject your application for any reason, in our sole discretion, if we find you or your Site or company unsuitable for the Program. Some examples of unsuitable Sites are those that contain "TakeLessons" (or any other of our trademarks or its variant) in its URL to the left of the domain-name suffix (by domain-name suffix, we mean ".org", ".com", etc.) or otherwise violate our intellectual property rights or the rights of any third party; or those Sites with content that is unlawful, harassing, discriminatory, obscene, pornographic, controversial, defamatory, threatening, harmful, or promotes violence.

We will inform you of the decision on your application. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your Website is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement immediately without prior notice.

2.1 TakeLessons Material

2.2 Use of Our Name and Trademarks

2.3 Distinguishing Your Site from Our Site

2.4 Your Site Responsibilities

Pursuant to the terms and conditions of this Agreement, if you are admitted to the Program you may also choose at your expense to have contact with others both on and off your Site.

You agree to all of the following in all of your offline and online behavior:

3.1 Distinguishing Us from You

3.2 Agreement Not to Mislead

3.3 Agreement Not to Offer Discounts or Coupons Relating to Us

3.4 Agreement to Truthful Descriptions

3.5 Agreement to Use Trademarks and Materials Properly

3.6 Advertising Purchases & Bidding

3.7 Accurate and Lawful Communications and Advertisements

3.8 Limits on Referring Visitors to Us, and Limits on Using Our Materials and Trademarks

3.9 Email

3.10 Other Behavior

You will receive a referral fee in connection with qualifying sales. For a sale to generate a referral fee, the customer must follow a properly formatted Link from your Site or from an approved print advertisement to our Site, purchase the service or product using our system, pay us in full, and complete the first lesson. Your referral fee may be either a flat fee or a percentage of each net sale. Your precise Payout will be set forth on the Affiliate Portal. If you are paid on a percentage basis, you will receive a referral fee on Net Sales for such customers. "Net Sales" is the amount received by us from the customer that includes deductions for discounts or coupons, less the amount collected by us for taxes, duties, service charges, set-up or initiation fees, shipping, and handling.

To enable us to credit you with referral fees, you must properly format the links between your Site and our Site. Proper formatting includes but is not limited to the use of the appropriate URL for each link from your Site to our Site. We will not be liable for your failure to properly format links to Service Provider’s or our specifications.

You are entitled to a referral fee only if the system tracks the customer from the time the customer clicks on a Link to our Site to the time of sale. We are not responsible or liable for failures for any reason to track customers, including but not limited to a customer’s deletion of a required cookie, or to failures in our tracking technology. You will receive a referral fee only if the customer completes their lesson from us within 60 days after clicking a Link or placing a lead with us via telephone.

We have no obligation to pay or authorize referral fees for orders placed after the termination of this Agreement. You are not entitled to a referral fee for sales occurring on certain sub domains of our Site that we designate on the Affiliate Portal or in another writing or email, including but not limited to blog.TakeLessons. You are not entitled to a referral fee for referrals resulting directly or indirectly from your violation of any term or condition of this Agreement. We have no obligation to pay or authorize referral fees to the extent you have failed to visit the Affiliate Portal and your Site does not reflect the current price for any services or products.

We shall determine (where possible) actual referral fees that should be credited to your account. We may, in our sole discretion, apply an estimated amount of referral fees, where there is an error in our transmission of tracking code data to us.

4.1 Sub-Affiliate Program

4.2 Charge-backs

4.3 Facilitating Payment of Referral Fees

4.4 Dormant Accounts

4.5 Negative Account Balances

You will receive a referral fee on qualifying sales, pursuant to this Agreement, but you agree that we will process all orders placed by customers at our Site or through our call center. We will handle the order, process payments, fulfill the order, and handle cancellations, returns, and customer service. You agree that those who visit our Site, whether or not they place orders, are our exclusive customers in all their contact with our Site, regardless of how they arrived at our Site. You understand that all personally identifiable information, if any, provided by visitors through the Tracking Code or in response to an advertisement or request for information and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by TakeLessons from such data is the sole and exclusive property of TakeLessons and is considered our Confidential Information pursuant to this Agreement. TakeLessons, in our sole discretion, shall have the right to use, market and re-market any Visitors and/or data without further obligation to you. You shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such data or Visitors, or any portion thereof, to any third-party.

TakeLessons rules and policies apply to all visitors to our Site. At our sole discretion, we may change these rules and policies at any time, with or without notice to you.

Our visitors’ privacy is important to us, and we have a Privacy Policy. You agree that the personal information collected by us from our visitors (such as the items ordered and a visitor’s name, address, and email address) are our sole property and that you have no right to such information. You agree not to collect any personally identifiable information about any visitor to your Site unless the visitor knows of and authorizes your collection. If you obtain personally identifiable information about a Site visitor, you agree to keep it private and shall not disclose or use it, directly or indirectly, and you agree to comply with the TakeLessons Privacy Policy, which is available on our Site.

We make net sales data available to you. It is your obligation to make copies and back up your net sales data at least once a week. We shall not be responsible to maintain or provide to you any information relating to this Agreement, including (but not limited to) net sales data.

Subject to the terms and conditions of this Agreement, and only if we approve your Application, and for the sole purpose of lawfully generating sales on our Site, we grant you a non-exclusive, non-transferable, revocable and limited license (without right to sublicense) to (1) reproduce and display our logos, trademarks, service marks, trade names, and similar identifying material ("TakeLessons Trademarks") and to reproduce and display the TakeLessons Materials provided by us to you at the Affiliate Portal and as otherwise contemplated by this Agreement and (2) to access our Site through the Links provided at the Affiliate Portal. We may revoke this license in whole or part at our sole discretion and at any time by notice to you. You agree to comply with any reasonable quality-control guidelines we provide to you, including but not limited to guidelines referring to the position, size, color, font, placement, and usage of trademark denotations such as ™ and ®, and other characteristics of our trademarks. This license terminates on the effective date of the termination of this Agreement, after which you agree to immediately cease using and remove from your Site and each of your communications and advertisements all Links, TakeLessons Trademarks, and TakeLessons Materials. You acknowledge that, except for the license expressly granted in this Agreement, you have not acquired and will not acquire any right, interest, or title to the Links, TakeLessons Trademarks, or TakeLessons Materials by reason of this Agreement or through the exercise of any rights granted you in this Agreement.

Each party will make reasonable commercial efforts to keep its Web site operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other liable for any of the consequences of such interruptions.

Each party represents and warrants to the other that (i) upon clicking "Click to eSign," this Agreement will have been duly executed and delivered by it, and that the Agreement is a legal, valid, and binding obligation; (ii) the execution, delivery, and performance of this Agreement by it will not violate any law, rule, regulation, order, judgment, or decree to which it is subject; and (iii) the logos, copyrights, trademarks, and other proprietary rights of the other party are and shall remain the sole and exclusive property of that party, and neither party shall hold itself out as having any ownership rights with respect thereof, except as specifically permitted in this Agreement.

You represent and warrant that you have not and you shall not at any time challenge or assist anyone else in challenging the validity of or rights in any of the TakeLessons Trademarks, and you hereby agree that we have superior rights to you in all respects in all of the TakeLessons Trademarks.

You further represent and warrant that you shall not challenge any of the TakeLessons domain names, including but not limited to www.TakeLessons.com and any domain name including the term "TakeLessons" or any misspelling of "TakeLessons".

You represent and warrant that: (i) You have all appropriate authority to operate, and to any and all content on, your Web site(s); (ii) You have all appropriate authority in any promotional method you may choose to use; (iii) Your Web site(s) and your promotional methods do not and will not infringe a third party's, or TakeLessons’, proprietary rights; and (iv) You shall remain solely responsible for any and all Web sites owned and/or operated by you and all of your promotional methods. We may or may not review all content on your Web site or used by you in your promotional methods.

You represent and warrant that no consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.

You represent and warrant that there is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

You are responsible for compliance with the requirements of all relevant legislation (including subordinate legislation and the rules of statutorily recognized regulatory authorities) in force or applicable in the United States or in any other applicable territory, and warrant that no promotion method used by You or the content of Your Web site(s) will render TakeLessons liable to any proceedings whatsoever.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, NEITHER PARTY MAKES ANY REPRESENTATION THAT THE OPERATION OF ANY PART OF ITS SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR AS TO ANY REVENUES OR OTHER ECONOMIC OR NON-ECONOMIC BENEFIT THAT MAY ACCRUE BY REASON OF THE OTHER PARTY’S PARTICIPATING IN THIS AGREEMENT AND NEITHER PARTY WILL BE LIABLE FOR THE CONSEQUENCES OF SUCH INTERRUPTIONS OR ERRORS.

SERVICE SCOUT, INC. MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH ITS WEBSITE OR REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH ITS WEBSITE, OR THE ACCURACY OF ANY DATA ON ITS SITE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SERVICE SCOUT, INC. DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT SERVICE SCOUT, INC’S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (D) AGAINST INTERFERENCE WITH ENJOYMENT OF YOUR INFORMATION OR WEB SITE. ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU.

SERVICE SCOUT, INC. SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE OR LOST PROFITS, ARISING FROM ANY PROVISION OF THIS AGREEMENT, EVEN IF SERVICE SCOUT, INC. KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL REFERRAL FEE AMOUNT PAYABLE TO YOU PURSUANT TO THIS AGREEMENT WITHIN THE LAST SIX MONTHS.

You agree to indemnify, defend, and hold harmless Service Scout, Inc., its officers, directors, employees, agents, affiliates, licensors, successors, and assigns from, and against any claim, loss, proceeding, damage, cost, liability, or expense (including attorneys fees and costs) (collectively, "Harms"), insofar as the Harms arise out of or are based on (a) the breach of any agreement, representation, or warranty under this Agreement, or (b) any conduct, or activity, error or omission by You, including in relation to Your participation in the Program, performance of any Program-tracked engagement, or otherwise, (c) any violation by You of any law, regulation or rule, (d) Your use of any TakeLessons Programs, or (e) any actual or alleged infringement by You of any Intellectual Property Rights or other rights of any person, or (f) any claim related to your Site; your communications, advertisements, sales, or marketing practices; or your use or misuse of any services or materials provided to you by us pursuant to this Agreement, including but not limited to Your use of internet links via email distribution, or (g) any claim that TakeLessons is obligated to pay tax obligations in connection with payment made to You pursuant to this Agreement.

We may at our election in our sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by You. We may participate in the defense of all claims as to which we does not assume defense and control, and You shall not settle any such claim without our prior written consent. Participation in the defense shall not waive or reduce any of Your obligations to indemnify or hold us harmless.

You agree to promptly inform us in writing of any information related to you or your Site that could reasonably lead to a claim, demand, or liability upon or against us, and of any demand, claim, or threat of claim by any third party.

Should any third party dispute your or our right to use any trademark, service mark, copyrighted material, trade dress, domain name, link, or any other proprietary right or item, you or we may, immediately upon notice, terminate this Agreement at your or our sole discretion.

The term of this Agreement begins upon the acceptance of your application to the Program. This Agreement ends when terminated by either party. You may terminate this Agreement at any time, with or without cause, by providing written notice of termination to us. We may terminate this Agreement at any time with cause upon written notice of termination to you and without cause by providing you with seven (7) days’ prior written notice of termination. This Agreement may be terminated immediately upon notice for your breach of this Agreement. Your account may be deactivated during investigation of breach of this Agreement. If this Agreement is terminated based upon your breach, you shall not be eligible to enter into a new Affiliate Service Agreement with us, and any attempt to do so shall be null and void.

11.1 Termination or Deactivation by TakeLessons

11.2 Termination of Programs and Offers

11.3 Notices

11.4 Post-termination

We may modify these terms and conditions at any time, at our sole discretion, by posting a change notice or a new agreement on the Affiliate Portal seven (7) days prior to such change notice going in effect, or by our seven (7) days’ prior written notice to you via email. If you disagree with any modification, your only recourse is to terminate this Agreement. You agree that, if you continue to participate in the Program following a posted modification, your continued participation constitutes binding acceptance of the modified terms.

Each provision and section of this Agreement shall be considered severable. If a court or agency of competent jurisdiction rules any provision invalid, illegal, or otherwise unenforceable, such provision or section shall be given the maximum permissible effect in accord with the stated intention of the parties, and such unenforceability or invalidity or illegality shall not affect the remaining provisions of the Agreement, which shall continue with full force and effect and bind the parties according to its terms.

Your relationship with us is that of an independent contractor. This Agreement does not create between us any agency, joint venture, sales representative, partner, franchise, or employee relationship. Neither party has the right or authority to make any obligation or responsibility on behalf of the other.

You agree that your involvement with us is for the purpose of lawfully and accurately directing to our Site those Internet users who have a good-faith intention to purchase products from us for their personal use.

You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand and agree that we may at any time, at our sole discretion, solicit customer referrals or sales from third parties on terms that may differ from those contained in this Agreement, and that we may own or link to Sites that compete with your Site (including sites that do not participate in the Program). 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.

You or TakeLessons may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, You must destroy or return to us any Confidential Information provided by TakeLessons to you under this Agreement.

Headings in this Agreement are used for reference and do not affect the meaning of any terms or restrict the application of any section.

You agree to provide written notice under this Agreement to TakeLessons, 350 10th Avenue, Suite 600, San Diego, CA 92101. You may send other correspondence to that address or via email to: affiliates@TakeLessons.com but you assume all risk of non-delivery and non-receipt. We will provide written notice at our discretion either to the mailing address or email address designated by you to us or to the Service Provider. When this Agreement refers to our "written notice" or "written permission" or "another writing", it defines "written" or "writing" to include emails sent from us. You agree that we may send any email related to the Program to the addresses you provide to us.

You agree that you may not assign this Agreement, even by operation of law, and that unauthorized attempts shall be void. Subject to that restriction, this Agreement will bind, inure to the benefit of, and be enforceable against you and us and our respective successors and assigns.

Our failure to strictly enforce the performance of any provision of this Agreement does not waive our right to later enforce that or any other provision of this Agreement.

TakeLessons shall not be liable to You by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, interruptions in telecommunications services or Internet facilities, or any other cause which is beyond the reasonable control of TakeLessons, whether or not similar to the foregoing.

You agree that this Agreement shall be governed by the laws of the State of California applicable to contracts entered into and to be performed entirely within that State, without giving effect to the conflict of law principles thereof. All actions relating to this Agreement must be filed and resolved in state or federal court in San Diego County, California, and both parties hereby consent to the personal jurisdiction and venue of such courts. You agree to reimburse our costs and attorneys fees if we prevail in any action to enforce or interpret this Agreement. You acknowledge that if we allege that you have violated any of the terms and provisions relating to our intellectual property (including without limitation our trademarks, service marks, and copyrighted material), our remedies at law will not be adequate, and you agree to consent to the entry of an injunction during the pendency of any action brought by us relating to that intellectual property. TakeLessons.com is a division of Service Scout, Inc., a Delaware corporation.

This Agreement contains the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous oral and written understandings and agreements between you and us in regards to the Program. If a statement does not appear in this Agreement and does not constitute a valid modification pursuant to Section 12, it is not binding between us.

The submission of your application shall constitute your agreement to be bound by the terms and conditions of this Agreement.

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Copyright © 2012. Service Scout, Inc. All rights reserved.