Affiliates Operating Agreement

Welcome to Learning Library Inc.'s Affiliate Program. The following terms and conditions contain the complete agreement that applies to your participation in Learning Library Inc.'s Affiliate (as an Affiliate you are referred to in this Agreement as either "You", "Your" or the "Affiliate') network, and provides for the establishment of links from your Affiliate web site to our Web site located at www.learninglibrary.com ("Our Web site").

Learning Library Inc. is the web's most exciting Internet based continuing education, content, community, commerce and related services website. For additional information please visit the other elements of the About Us Section of our Web site.

Learning Library Inc. is a corporation formed under the laws of Ontario.

1. Participation in the Affiliate Program

To begin, you must enroll by submitting a completed Affiliate Application. We will review your application and notify you of your acceptance or rejection in the Affiliate Program. We may reject your application if we determine, in our sole discretion, that your web site and/or services are unsuitable for participation in the program for any reason, or if the content is in any way unlawful, in any way promotes or facilitates unlawful activities, is harmful, threatening, defamatory, distasteful, obscene or otherwise objectionable or in any way infringes intellectual property rights including trade-mark and copyright of Learning Library Inc. or third parties, including but not limited to the use of Learning Library Inc. trade-marks and domain names, or various misspellings of such marks or names in connection with any Affiliate domain names.

2. Learning Library Inc. Responsibilities

We will be responsible for providing all information necessary to allow you to make the appropriate links from your site to our web site. We will be solely responsible for processing orders for courses or other services offered and fulfilled by Learning Library Inc., responding to inquiries of users who have accessed our web site via your link, and for tracking user access. We will provide you with quarterly reports regarding traffic volume from your site. We reserve the right to refuse service to any user at our sole discretion.

3. Your Responsibilities

You agree that you will cooperate fully with us in order to establish and maintain the "links" and to comply with our Linking Licensing Agreement. All Affiliate sites shall display the link in relevant sections of their site.

You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. Such responsibilities include the technical operation of your site and all related equipment, creating and posting product reviews, descriptions and references on your site and linking those descriptions to our service offering; the accuracy and propriety of the materials posted on your site; ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability for all such matters.

You may not purchase products or courses from Learning Library for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products or courses to be used by you or your friends, relatives or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of Linked User Fees (described below) or the termination of this Agreement. In the event of any change in your e-mail address or mailing address, you will immediately notify us of the change by e-mail at info@learninglibrary.com.

4. Fees

Learning Library agrees that courses ("Courses") that are purchased by users linking to our web site from your web site through the link ("Linked Users") and for which we have received full payment will qualify for a Linked User Fee, as outlined below. Linked User Fees will be based on the aggregate amount actually paid to Learning Library Inc. for Linked User purchases of Learning Library Courses, excluding amounts collected by Learning Library for taxes, rebates, and similar charges, amounts due to credit card fraud or bad debt and credits for returned Courses. The Affiliate however will not receive any fees, commissions or other consideration for any products or services which are not directly sold or fulfilled by Learning Library Inc.. As consideration for your participation in the Affiliate Program, you will receive Linked User Fees based on the following conditions: You will not receive Linked User Fees on any Courses that a Linked User has trialed and not paid for, any Courses where a fee has not been collected by Learning Library, any Courses purchased by a Linked User who has re-entered Learning Library Inc. Web site other than from the link from your site, even if that Linked User previously linked to our web site from yours. If a Linked User has pre-paid for a course and then withdrawn, any Linked User Fee paid to you on account of such a sale will be deducted from your next quarterly payment or, at our discretion, we will send you an invoice for the corresponding refund if there is no subsequent payment owing to you.

Affiliate Fees will be based on the aggregate amount actually paid to Learning Library Inc. for learner purchases of Learning Library Content provided always that amounts collected by Learning Library for taxes, rebates, and similar charges, amounts due to credit card fraud or bad debt related to Learning Library Inc. Content will be deducted before the calculation of Gross Receipts.

5. Payment

Each quarter, when the total Linked User Fees due to you based on section 5 above exceed $250 Canadian, we will send a Linked User Fee cheque for the applicable Linked User Fees (less any applicable taxes required to be withheld by law) and a statement of activity to you. Such Linked User Fee cheque and statements will be sent approximately 30 days after the end of each fiscal quarter. Linked User Fee amounts less than $250 Canadian will be carried over to the next quarter. All fees will be paid in Canadian funds or their U.S. dollar equivalents.

6. Reports

Statistical usage reports will be delivered via e-mail to you by Learning Library on a quarterly basis. The form, content and frequency of such reports may vary from time to time at Learning Library's sole discretion. Users who purchase Courses through the Affiliate Program will be deemed to be customers of Learning Library. Accordingly, all of our rules, policies, and procedures concerning users will apply to those users. We may change our policies at any time at our sole discretion. We will use commercially reasonable efforts to present accurate information but we cannot guarantee the availability or price of any of our Courses.

7. Publicity

You may not create, publish, distribute or permit the creation, publication or distribution of any written material that makes reference to Learning Library Inc. or any of our products and services without our prior written consent. To obtain such consent, please forward your request in detail to: info@learninglibrary.com.

8. License and Use of Learning Library Inc. and Your Logos and Trade Marks

The use of our logos and trade marks is subject to the terms and conditions of the Linking Licensing Agreement which has been incorporated herein by reference, and agreed upon by you, in accordance with the terms of this Agreement.

You grant us a non-exclusive, non-transferable, revocable right to use your trade marks and logos and similar identifying material related to you but only in the forms supplied to us by you (collectively the "Affiliate Licensed Materials") for the sole purpose of including you on our affiliates web page and in our promotional materials. We agree not to alter, modify, or change the Affiliate Licensed Materials in any way. We further agree not to use any of the Affiliate Licensed Materials in any other manner without obtaining your prior consent. You reserve all of your rights in the Affiliate Licensed Materials and our right to use the Affiliate Licensed Materials is limited to the extent that you are and remain a member in good standing of the Affiliate Program. You may revoke your license at any time by withdrawing from the Affiliate Program.

9. Representations and Warranties

You hereby represent and warrant to Learning Library Inc. as follows:

• This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms
  
  
• The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you, (iii) any provision of your by-laws or constating documents, or (iv) any agreement or other instrument applicable to you.
  
  
• 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.
  
  
• 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.
  

10. Confidentiality

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning Learning Library Inc. or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be used, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court of competent jurisdiction or any administrative agency, (b) to its accountants or legal advisors on a confidential basis, and (c) otherwise as required by applicable laws.

11. Indemnification

You hereby agree to indemnify and hold harmless Learning Library Inc. and its subsidiaries and affiliates, and each of its and its affiliates, partners, directors, officers, employees, agents and shareholders, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses arise out of or are based on (i) any misrepresentation of a representation, warranty, condition or breach of a covenant made by you herein, or (ii) any claim related to your site, including content therein not attributable to Learning Library Inc..

12. Term of the Agreement

The term of this Agreement will begin upon our notification to you of acceptance of your Affiliate 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 Web Site, and all Licensed Materials, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Affiliate Program. We in turn agree to remove from Our Web Site, all links to your site and all Affiliate Licensed Materials. You are only eligible to earn Linked User Fees on sales occurring during the term, and Linked User Fees earned through the date of termination will remain payable only if the related Learning Library Course orders are not cancelled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

13. Modification

We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. You will be notified of such changes by email, and a change notice will be posted on Our Web Site. Modifications may include, changes in the scope of available Linked User Fees, Linked User Fee schedules, payment procedures, and Affiliate Program terms and conditions. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR WEB SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

14. Disclaimers and Limitation of Liability

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR ANY Learning Library Inc. COURSES SOLD THROUGH THE AFFILIATE PROGRAM (INCLUDING WARRANTIES OR CONDITIONS OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES OR CONDITIONS ARISING OUT OF OR IN CONNECTION WITH OUR COURSE OR COURSES OR OUR WEB SITE). IN ADDITION, WE MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS THAT THE OPERATION OF OUR WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

NEITHER LEARNING LIBRARY NOR OUR PARTNERS, DIRECTORS, OFFICERS OR EMPLOYEES WILL BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY, TORT INCLUDING NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY). FURTHER, LEARNING LIBRARY'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL LINKED USER FEES PAID TO YOU UNDER THIS AGREEMENT IN THE PRECEEDING 12 MONTHS.

15. Compliance with the Agreement

We have the right, but not an obligation, to monitor your site and to determine if, from time to time, you are in compliance with the terms of this Agreement. Note that if your site is at anytime determined, in our sole discretion, to be unsuitable, we may terminate this Agreement upon written notice to you.

16. Survival

Sections 10, 11 and 14 of this Agreement shall survive the termination or expiration of this Agreement.

17. Force Majeure

No party shall be liable for any delay or failure to perform under this Agreement if such delay or failure is due to any contingency beyond its reasonable control.

18. Governing Law and Attornment

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably submit to the exclusive jurisdiction of the Courts of Ontario.

19. Relationship of the Parties

Affiliate shall perform its obligation under this Agreement as an independent contractor. Nothing herein shall be construed to place Affiliate or Learning Library in a relationship of principal and Learning Library, partners or joint venturers and neither Affiliate nor Learning Library shall have the power to obligate or bind the other in any manner whatsoever.

20. General

No provision of this Agreement may be modified and no waiver hereunder may be granted except by a written instrument signed by Learning Library or Affiliate, as the case may be. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties, their respective successors and permitted assigns. This Agreement, together with any agreements linked to this Agreement and any agreements and documents to be delivered pursuant to the terms of this Agreement, constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement forms the entire agreement of the parties in respect of the subject matter hereof. There are no conditions, representations, warranties or other agreements between the parties in connection with the subject matter of this Agreement, whether oral or written, express or implied, statutory or otherwise, except as specifically set out in this Agreement. All fees, if any, referred to in this Agreement are in Canadian dollars. The parties have expressly agreed that this Agreement shall become binding upon the parties upon the acceptance by Learning Library of the Affiliate's Application.