{"id":14,"date":"2021-01-16T13:25:33","date_gmt":"2021-01-16T13:25:33","guid":{"rendered":"https:\/\/academy.ninja\/terms-of-service"},"modified":"2021-01-27T12:14:53","modified_gmt":"2021-01-27T05:14:53","slug":"terms-of-service","status":"publish","type":"page","link":"https:\/\/academy.ninja\/terms-of-service\/","title":{"rendered":"Terms of Service"},"content":{"rendered":"\n

Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern\u00a0academy.ninja\u2019s<\/strong>\u00a0relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website.<\/p>\n\n\n\n

The term\u00a0academy.ninja<\/strong><\/strong>\u00a0\u2019 or \u2018us\u2019 or \u2018we\u2019 refers to the owner of the website whose registered office is:<\/p>\n\n\n\n

Add More Colors LTD<\/strong><\/p>\n\n\n\n

The term \u2018you\u2019 refers to the user or viewer of our website.<\/p>\n\n\n\n

The use of this website is subject to the following terms of use:<\/p>\n\n\n\n

The content of the pages of this website is for your general information and use only. It is subject to change without notice.<\/p>\n\n\n\n

Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.<\/p>\n\n\n\n

Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.<\/p>\n\n\n\n

This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.<\/p>\n\n\n\n

All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.<\/p>\n\n\n\n

Unauthorized use of this website may give rise to a claim for damages and\/or be a criminal offence.<\/p>\n\n\n\n

From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).<\/p>\n\n\n\n

Your use of this website and any dispute arising out of such use of the website is subject to the laws of Canada and USA.<\/p>\n\n\n\n

We use cookies to make this site as useful as possible. They are small text files we put in your browser to track usage of our site but they don\u2019t tell us who you are. If you want to delete any cookies that are already on your computer, please refer to the instructions for your file management software to locate the file or directory that stores cookies.<\/p>\n\n\n\n

This site is not a part of the Facebook website or Facebook Inc. Additionally, this site is not endorsed by Facebook in any way. FACEBOOK is a trademark of FACEBOOK, Inc.<\/p>\n\n\n\n

This Agreement is legally enforceable. Please read all the terms carefully. By submitting the Application and by referring Referred Customers, you are agreeing that you have read and understood the terms and conditions of this Agreement and that you agree to be legally bound by the provisions of this Agreement. <\/p>\n\n\n\n

AFFILIATE REFERRAL TERMS AND CONDITIONS<\/strong><\/h3>\n\n\n\n

The following terms and conditions, together with the online application (the \u201cApplication<\/strong>\u201d; collectively with the terms and condition, this\u00a0\u201cAgreement<\/strong>\u201d) govern the agreement between Kirilly Cosmic Space Priestess Co Ltd (\u201cyou<\/strong>\u201d, \u201cyour<\/strong>\u201d, \u201cAffiliate<\/strong>\u201d) regarding your participation in\u00a0academy.ninja<\/strong><\/strong>\u2018s affiliate program (the\u00a0\u201cAffiliate Program<\/strong>\u201d).\u00a0 In these terms and conditions,\u00a0academy.ninja<\/strong><\/strong>\u00a0and you are each referred to as a \u201cparty<\/strong>\u201d and collectively as the \u201cparties<\/strong>\u201d.<\/p>\n\n\n\n

By participating in the Affiliate Program, you will have the opportunity to earn money from Commissions (as defined below) when people you refer to\u00a0academy.ninja<\/strong><\/strong>\u00a0(each new and unique customer referred by you to\u00a0academy.ninja<\/strong><\/strong>, a \u201cReferred Customer<\/strong>\u201d) purchase any of\u00a0academy.ninja<\/strong>\u2019s Eligible Products (as defined below). This Agreement sets forth your rights and obligations as a member of the Affiliate Program.<\/p>\n\n\n\n

You acknowledge and agree that your rights under this Agreement, including the right to identify as a member of the Affiliate Program, begin only when you agree to be bound by the provisions of this Agreement by submitting and clicking \u201cI Agree\u201d on the Application (the \u201cEffective Date<\/strong>\u201d), and only for as long as you are a member in good standing with the Affiliate Program.<\/p>\n\n\n\n

1. REPRESENTATIONS AND WARRANTIES.<\/strong><\/p>\n\n\n\n

1.1\u00a0\u00a0\u00a0 By submitting the Application to\u00a0academy.ninja<\/strong><\/strong> you agree to be bound by the provisions of this Agreement and you represent and warrant to\u00a0academy.ninja<\/strong><\/strong>\u00a0that:<\/p>\n\n\n\n

   (a)  you have reviewed and fully understand the provisions of this Agreement;<\/p>\n\n\n\n

   (b)  your acceptance of this Agreement and participation in the Affiliate Program will not violate (i) any provision of law, rule, or regulation to which you are subject; (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties; (iii) any provision of your by-laws or certificate of incorporation; or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties;<\/p>\n\n\n\n

    (c)  the referral services provided by you hereunder, including with respect to the marketing and advertising materials created or used by you, will not infringe the intellectual property rights or plagiarize any work (or part thereof) of any third party, and you will comply with and ensure that any and all advertising and promotional materials prepared by you in the course of providing the referral services hereunder are compliant with the requirements of all applicable intellectual property, advertising and marketing laws, regulations and policies; and<\/p>\n\n\n\n

    (d)  you are at least 18 years of age.<\/p>\n\n\n\n

2. INDEPENDENT CONTRACTOR.<\/strong><\/p>\n\n\n\n

\u00a0\u00a0\u00a0 (a)\u00a0 As a result of the relationship created by this Agreement, you are an independent contractor of\u00a0academy.ninja<\/strong><\/strong>. Nothing contained in this Agreement will be interpreted to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no the authority to bind\u00a0academy.ninja<\/strong><\/strong>\u00a0in any respect, it being intended that you will remain responsible for your own actions. You are retained only for the purposes and to the extent set out in this Agreement.<\/p>\n\n\n\n

\u00a0\u00a0\u00a0 (b)\u00a0\u00a0academy.ninja<\/strong><\/strong>\u00a0will not make any statutory source deductions from the Commission payable to you under this Agreement and You are solely responsible for withholding and remitting any federal, state, provincial or local payroll-related or other income associated taxes, payments, or assessments related to the performance of the referral services hereunder, including in respect of workers\u2019 compensation insurance premiums and you acknowledge that\u00a0academy.ninja<\/strong><\/strong>\u00a0is not required to make, and will not make, any remittances and payments required of employers by statute on your behalf.<\/p>\n\n\n\n

3. ELIGIBLE PRODUCTS; COMMISSION.<\/strong><\/p>\n\n\n\n

3.1\u00a0\u00a0\u00a0 \u201cEligible Products<\/strong>\u201d means any products and services offered by\u00a0academy.ninja<\/strong><\/strong>, provided that\u00a0academy.ninja<\/strong><\/strong>\u00a0may at any time and from time to time at its sole discretion, add, remove, amend, or replace any of the Eligible Products, and you agree that such addition, removal, amendment, or replacement will not frustrate this Agreement.<\/p>\n\n\n\n

3.2\u00a0\u00a0\u00a0\u00a0academy.ninja<\/strong><\/strong>\u00a0will pay you a commission fee equal to 20% (the \u201cCommission<\/strong>\u201d) of the gross sales proceeds collected by\u00a0academy.ninja<\/strong><\/strong>\u00a0from the sale of any Eligible Products to a Referred Customer in accordance with Section\u00a01 hereof, net of any customer refunds, chargebacks and other uncollectable amounts. For greater certainty, if\u00a0academy.ninja<\/strong>l<\/strong>\u00a0does not actually receive full payment from a Referred Customer for the sale of an Eligible Product, you will not be paid a Commission on the transaction.<\/p>\n\n\n\n

4. REFERRAL TRACKING.<\/strong><\/p>\n\n\n\n

4.1\u00a0\u00a0\u00a0 You will receive a unique Affiliate URL (the \u201cAffiliate Link<\/strong>\u201d), which you will use to advertise and promote the Eligible Products. When a Referred Customer clicks through your Affiliate Link, a cookie or similar tracking technology (a\u00a0\u201cCookie<\/strong>\u201d) will be set in the Referred Customer\u2019s browser for a period of 360\u00a0days after the Referred Customer clicks through your Affiliate Link (the \u201cActive Period<\/strong>\u201d). When the Referred Customer creates a\u00a0academy.ninja<\/strong><\/strong>\u00a0account by using your Affiliate Link within the Active Period, the Cookie on the Referred Customer\u2019s browser that corresponds to your Affiliate Link will be tracked.\u00a0 If the Referred Customer completes the purchase of an Eligible Product during the Active Period, then a sale (each, a \u201cSold Account<\/strong>\u201d) will be registered on your\u00a0academy.ninja<\/strong><\/strong>\u00a0Affiliate profile and a Commission in connection with such Sold Account will be payable by\u00a0academy.ninja<\/strong><\/strong>\u00a0to you in accordance with the provisions of this Agreement.\u00a0 For greater certainty, if a Referred Customer purchases an Eligible Product after the expiration of the Active Period, then a Sold Account will not be registered on your\u00a0academy.ninja<\/strong><\/strong>\u00a0Affiliate profile.<\/p>\n\n\n\n

4.2    In the event that:<\/p>\n\n\n\n

\u00a0\u00a0\u00a0 (a)\u00a0 a Referred Customer has active Cookies for multiple Affiliates, the most recently acquired Cookie will determine which Affiliate is credited with such sale and which Affiliate will have a Sold Account registered on their\u00a0academy.ninja<\/strong><\/strong>\u00a0Affiliate profile; and<\/p>\n\n\n\n

\u00a0\u00a0\u00a0 (b)\u00a0 a Referred Customer is using cookie blocking software, pixel blocking software or other similar software which prevents\u00a0academy.ninja<\/strong><\/strong>\u00a0from tracking your Affiliate Link, or if the Affiliate Link is altered in anyway, then a Sold Account will not be registered on your\u00a0academy.ninja<\/strong><\/strong>\u00a0Affiliate profile with respect to any Eligible Products purchased by such Referred Customer.<\/p>\n\n\n\n

5. COMMISSION PAYMENTS; MINIMUM COMMISSION.<\/strong><\/p>\n\n\n\n

5.1\u00a0\u00a0\u00a0 Commissions payable in accordance with Section 2 will be paid by\u00a0academy.ninja<\/strong><\/strong>\u00a0to you within 45 days after the end of the calendar month that payment was received by\u00a0academy.ninja<\/strong><\/strong>\u00a0for the Sold Account from which such Commission was earned.<\/p>\n\n\n\n

5.2\u00a0\u00a0\u00a0 The total amount of Commissions payable to you by\u00a0academy.ninja<\/strong><\/strong>\u00a0must equal or exceed USD $100.00 before you are eligible to receive payment from\u00a0academy.ninja<\/strong><\/strong>\u00a0for any Commission earned. If your Commission is less than USD $100.00, your Commission will be withheld by\u00a0academy.ninja<\/strong><\/strong>\u00a0until your Commission exceeds USD $100.00.<\/p>\n\n\n\n

5.3\u00a0\u00a0\u00a0 All Commissions are paid in US Dollars. All Commissions are payable by way of electronic payment, including PayPal, Automated Clearing House (ACH) payment or such other form of payment as may be determined by\u00a0academy.ninja<\/strong><\/strong> and any fees resulting from the payment transaction will be your responsibility and\u00a0academy.ninja<\/strong><\/strong>\u00a0will not be responsible or liable for any such costs and expenses.<\/p>\n\n\n\n

5.4\u00a0\u00a0\u00a0 You will provide\u00a0academy.ninja<\/strong><\/strong>\u00a0with current payment information, from time to time, and you agree to forfeit all Commissions owed to you if\u00a0academy.ninja<\/strong><\/strong>\u00a0is unable to make payment to you for a period of more than 60 days as a result of your payment information being outdated or otherwise incorrect.<\/p>\n\n\n\n

6. REFUNDS AND CHARGEBACKS<\/strong>.<\/strong><\/p>\n\n\n\n

6.1\u00a0\u00a0\u00a0 If payment for a Sold Account later results in a refund or charge-back, as determined by\u00a0academy.ninja<\/strong><\/strong>\u00a0in its sole discretion, and if a Commission was paid to you for such Sold Account, then\u00a0academy.ninja<\/strong><\/strong>\u00a0will have the right to deduct the Commission paid to you with respect to such refunded Sold Account from future Commissions payable by\u00a0academy.ninja<\/strong><\/strong>\u00a0to you. Alternatively, you agree to make payment to\u00a0academy.ninja<\/strong><\/strong>\u00a0for the full amount of the Commission paid to you with respect to such refunded Sold Account within five (5) days of receiving notice of same from\u00a0academy.ninja<\/strong><\/strong>.<\/p>\n\n\n\n

6.2\u00a0\u00a0\u00a0 If\u00a0academy.ninja<\/strong><\/strong>\u00a0determines, in its sole discretion, that any Sold Account was procured fraudulently or as a result of any violation of this Agreement, no Commission will be payable by\u00a0academy.ninja<\/strong><\/strong>\u00a0to you with respect to such Sold Account. If any Commissions are paid by\u00a0academy.ninja<\/strong><\/strong>\u00a0to you for a Sold Account that was produced fraudulently or as a result of any violation of this Agreement, and the fraud or violation is discovered by\u00a0academy.ninja<\/strong><\/strong>\u00a0after payment of the Commission to you, you agree to make payment to\u00a0academy.ninja<\/strong><\/strong>\u00a0for the full amount of the Commission within five (5) days of receiving notice of same from\u00a0academy.ninja<\/strong><\/strong>.\u00a0 Any payments made by you to\u00a0academy.ninja<\/strong><\/strong>\u00a0under this Section 2 will be made in accordance with the payment instructions provided to you by\u00a0academy.ninja<\/strong><\/strong>.<\/p>\n\n\n\n

7. TAXES.<\/strong><\/p>\n\n\n\n

7.1\u00a0\u00a0\u00a0\u00a0academy.ninja<\/strong><\/strong>\u00a0will not be required to make payment to you for any Commissions until you provide\u00a0academy.ninja<\/strong><\/strong>\u00a0with, as applicable, a valid Goods & Services Tax Registration number.<\/p>\n\n\n\n

7.2\u00a0\u00a0\u00a0 You will remit, and will be solely responsible for remitting, all value added taxes paid by\u00a0academy.ninja<\/strong><\/strong> to you to the applicable government agencies and\u00a0academy.ninja<\/strong><\/strong>\u00a0will not be responsible for the payment of any value added taxes other than as set out in Section 1. You agree to indemnify and hold\u00a0academy.ninja<\/strong><\/strong>\u00a0harmless from and against any order, penalty, interest or tax that may be assessed or levied against\u00a0academy.ninja<\/strong><\/strong>\u00a0as a result of your failure or delay to charge, collect or remit any value added tax or to file any return or information require by any law or regulation.<\/p>\n\n\n\n

7.3\u00a0\u00a0\u00a0 You are responsible for any and all tax liabilities, including without limitation, sales and valued-added taxes and income tax liabilities that arise from or in any way relate to any Commissions or this Agreement and\u00a0academy.ninja<\/strong><\/strong>\u00a0will have no obligation or liability whatsoever to you or any other third-party in relation to this Agreement for failure by you to charge, collect or remit any taxes as required under any applicable laws.<\/p>\n\n\n\n

7.4\u00a0\u00a0\u00a0 If you are not a resident of Canada or the United States,\u00a0academy.ninja<\/strong><\/strong>\u00a0may withhold tax where required to by applicable law.<\/p>\n\n\n\n

8. MARKETING AND ADVERTISING.<\/strong><\/p>\n\n\n\n

8.1\u00a0\u00a0\u00a0 You will comply with\u00a0academy.ninja<\/strong><\/strong>\u2019s Marketing and Advertising Policy in any and all of your marketing and advertising activities in connection with this Agreement and you represent and warrant to\u00a0academy.ninja<\/strong><\/strong>\u00a0that none of your marketing practices violate the Marketing and Advertising Policy.<\/p>\n\n\n\n

8.2    You acknowledge and agree that it is your obligation, exclusively, to ensure that all of your communications comply with state and local anti-spamming or analogous laws.<\/p>\n\n\n\n

8.3    You will bear your own costs and expenses incurred by you in connection with this Agreement (including, but not limited to, all marketing, legal, accounting and other advisory fees incurred in connection with this Agreement and the arrangements contemplated hereby) and comadshub.com will not be responsible or liable for any such costs and expenses.<\/p>\n\n\n\n

8.4\u00a0\u00a0\u00a0 On any website or other written media that you advertise\u00a0academy.ninja<\/strong><\/strong>\u00a0or any of its products or services, you will clearly and plainly display (not in a link, or in small font) the following disclaimer language:<\/p>\n\n\n\n

\u201cI am an independent affiliate of\u00a0academy.ninja<\/strong><\/strong>. (\u201cacademy.ninja<\/strong><\/strong>\u201d) and am not an employee of\u00a0academy.ninja<\/strong><\/strong>. I receive referral payments from\u00a0academy.ninja<\/strong><\/strong>. \u00a0The opinions expressed herein are my own opinions and are not official statements of\u00a0academy.ninja<\/strong><\/strong>.\u00a0\u00a0academy.ninja<\/strong><\/strong>\u00a0does not accept responsibility for the adequacy or accuracy of the statements herein.\u201d<\/p>\n\n\n\n

9. INVENTORY LOADING\/REBATES.<\/strong><\/p>\n\n\n\n

9.1\u00a0\u00a0\u00a0 Affiliates who, among other things, (i) share the same personal\/company details, including but not limited to, last name, email address, IP address, website details, or commission payment details, as a Referred Customer or (ii) pay for another person\u2019s account, will be deemed to have made a \u201cSelf-Referral\u201d. Commission is not payable by\u00a0academy.ninja<\/strong><\/strong>\u00a0to you with respect to any \u201cSelf-Referral\u201d.\u00a0academy.ninja<\/strong><\/strong>, in its sole discretion, will determine the classification of any referral as a \u201cSelf-Referral.\u201d<\/p>\n\n\n\n

9.2\u00a0\u00a0\u00a0 You are not permitted to offer cash rebates or other monetary incentives to Referred Customers. Violation of this Article 9 will constitute a material breach of this Agreement and, if you breach this Article 9, you agree to repay to\u00a0academy.ninja<\/strong><\/strong>\u00a0all Commissions paid by\u00a0academy.ninja<\/strong><\/strong>\u00a0to you in connection with such breach.<\/p>\n\n\n\n

10. LICENSES.<\/strong><\/p>\n\n\n\n

10.1\u00a0\u00a0\u00a0 You hereby grant comadshub.com the non-exclusive right and licence to reproduce, use, exhibit, display, broadcast and distribute, alter, manipulate and create derivative works out of, any and all photographs, videos and\/or audio recordings submitted by you to\u00a0academy.ninja<\/strong><\/strong>\u00a0or taken or created by you in connection with this Agreement (collectively, the \u201cAffiliate\u00a0Materials<\/strong>\u201d).<\/p>\n\n\n\n

10.2\u00a0\u00a0\u00a0 You hereby waive any and all rights: (i) to approve the use of or inspect\u00a0academy.ninja<\/strong><\/strong>\u2019s use of the Affiliate Materials (including print, internet, film, television and no matter how distributed or published) for any purpose; (ii) in and to the Affiliate Materials; and (iii) to royalties or other compensation arising from or related to the use of the Affiliate Materials.<\/p>\n\n\n\n

10.3\u00a0\u00a0\u00a0\u00a0academy.ninja<\/strong><\/strong> hereby grants you a non-exclusive, non-transferable, revocable license (i) to access\u00a0academy.ninja<\/strong><\/strong>\u2019s website through the Affiliate Links solely in accordance with the provisions of this Agreement; and (ii) to use the\u00a0academy.ninja<\/strong><\/strong>\u00a0trademark, logo and similar identifying material provided by\u00a0academy.ninja<\/strong><\/strong>\u00a0to you (collectively, the \u201cacademy.ninja<\/strong>\u00a0Materials<\/strong>\u201d) solely in connection with such Affiliate Links and for the purpose of selling the Eligible Products, provided that you will only be permitted to use the\u00a0academy.ninja<\/strong><\/strong>\u00a0Materials in accordance with the Marketing and Advertising Policy. You may not alter, manipulate or create derivative works out of the\u00a0academy.ninja<\/strong><\/strong>\u00a0Materials in any way. \u00a0You are only entitled to use the\u00a0academy.ninja<\/strong><\/strong>\u00a0Materials while you are an Affiliate in good standing and in compliance with the provisions of this Agreement.<\/p>\n\n\n\n

10.4\u00a0\u00a0\u00a0 Except as pursuant to Section 3 and notwithstanding any other provision of this Agreement, neither the entry into this Agreement by the parties nor the performance by the parties of their obligations hereunder will provide you or any Referred Customer with any interest or title in, or right or license to use, either during the Term or upon the termination of this Agreement, any intellectual property owned by or licensed to\u00a0academy.ninja<\/strong><\/strong>, without the prior written consent of\u00a0academy.ninja<\/strong><\/strong>.<\/p>\n\n\n\n

11. TERM AND TERMINATION.<\/strong><\/p>\n\n\n\n

11.1    This Agreement will be effective during the term (the \u201cTerm<\/strong>\u201d), which Term begins on the Effective Date and will continue month-to-month until terminated by either party pursuant to this Article 11.<\/p>\n\n\n\n

11.2\u00a0\u00a0\u00a0 You may terminate this Agreement at any time. You may discontinue your participation in the Affiliate Program by providing written notice to\u00a0academy.ninja<\/strong><\/strong>, removing your Affiliate Link (as defined below) from your website and no longer promoting\u00a0academy.ninja<\/strong><\/strong>.\u00a0 For accounting purposes,\u00a0academy.ninja<\/strong><\/strong>\u2019s systems will retain your account and personal information.<\/p>\n\n\n\n

11.3\u00a0\u00a0\u00a0\u00a0academy.ninja<\/strong><\/strong>\u00a0may terminate this Agreement by providing 15 days\u2019 prior written notice to you, sent to the email address that is associated with your Affiliate profile; provided that\u00a0academy.ninja<\/strong><\/strong>\u00a0may terminate this Agreement, immediately and without prior notice, upon:<\/p>\n\n\n\n

    (a)  your breach of any of the provisions of this Agreement;<\/p>\n\n\n\n

    (b)  any material violation by you of applicable laws; provided that where such violation is of such a nature that it can be cured, such violation will not constitute cause if it is cured within 15 days of you becoming aware of its occurrence;<\/p>\n\n\n\n

\u00a0\u00a0\u00a0 (c)\u00a0 you engaging in in any criminal act, serious misconduct, or act of dishonesty respecting the property, finances or reputation of\u00a0academy.ninja<\/strong><\/strong>;<\/p>\n\n\n\n

\u00a0\u00a0\u00a0 (d)\u00a0 you engaging in any conduct which, in the opinion of academy.ninja<\/strong>, acting reasonably, is materially detrimental or embarrassing to\u00a0academy.ninja<\/strong><\/strong>, including, without limitation, if\u00a0academy.ninja<\/strong><\/strong>\u00a0determines, in its sole discretion, that your website and advertising materials are incomplete or contains inappropriate or offensive content; or<\/p>\n\n\n\n

    (e)  your \u201cinactivity\u201d for a period of one year. You will be deemed \u201cinactive\u201d if for a period of one year from the date that your last Commission was earned, no further Commissions have been earned by you.<\/p>\n\n\n\n

11.4 In the event that this Agreement is terminated:<\/strong><\/p>\n\n\n\n

    (a)  pursuant to Sections 3(a) to 11.3(e), you agree to forfeit all Commissions owed to you or that may in the future be owed to you;<\/p>\n\n\n\n

    (b)  you waive your right to be paid any unpaid Commissions below the minimum threshold as set out in Section 2and you will not receive any Commissions which are earned after the date of termination; and<\/p>\n\n\n\n

    (c)  the license granted to you pursuant to Section 3 will be revoked.<\/p>\n\n\n\n

12. CONFIDENTIALITY<\/strong>.<\/strong><\/p>\n\n\n\n

12.1\u00a0\u00a0\u00a0 During the Term, you may have had or will have access to information and materials (in whatever form and howsoever communicated) that are confidential or proprietary to\u00a0academy.ninja<\/strong><\/strong>\u00a0(\u201cConfidential Information<\/strong>\u201d). Confidential Information includes information relating to\u00a0academy.ninja<\/strong><\/strong>\u2018s product designs and specifications, data, development plans, costs, profits and pricing policies, sales records, business and marketing development plans, customer lists, customer requirements, prospects lists and sales lead data, organizational structure, operations, business plans and affairs, technical projects, business costs, financial status, proprietary information, inventions, trade secrets, names of joint venture partners, personal information regarding directors, officers, employees or consultants, or other work produced or developed by or for\u00a0academy.ninja<\/strong><\/strong>.\u00a0 However, \u201cConfidential Information\u201d excludes information and materials which you can demonstrate by written record:\u00a0 (i) were known by you prior to the\u00a0academy.ninja<\/strong><\/strong>\u2019s disclosure to you; (ii)\u00a0properly came into your possession from a third party who was not under any obligation to\u00a0academy.ninja<\/strong><\/strong>\u00a0to maintain the confidentiality; (iii) had become generally available to the public, not through your fault; or (iv) was developed by you without the use of the Confidential Information.<\/p>\n\n\n\n

12.2\u00a0\u00a0\u00a0 You will maintain the confidentiality of the Confidential Information both during and after the Term. You will not use, copy, disclose, publish, make available, distribute or otherwise exploit the Confidential Information, directly or indirectly, without first obtaining the written consent of\u00a0academy.ninja<\/strong><\/strong>, except as required by applicable laws; provided that you will have promptly notified\u00a0academy.ninja<\/strong><\/strong>\u00a0of such requirement prior to disclosure of the Confidential Information.<\/p>\n\n\n\n

12.3\u00a0\u00a0\u00a0 All Confidential Information received from\u00a0academy.ninja<\/strong><\/strong>\u00a0by you during the Term will be returned by you or destroyed upon request by\u00a0academy.ninja<\/strong><\/strong>\u00a0or upon the termination of this Agreement.<\/p>\n\n\n\n

12.4    The provisions of this Article 12 will survive any termination of this Agreement and will continue in full force and effect for three (3) years thereafter.<\/p>\n\n\n\n

13. NON-DISPARAGEMENT<\/strong>.<\/strong><\/p>\n\n\n\n

13.1    You agree that, during the Term and after the termination or expiry of this Agreement for any reason whatsoever, you will not, directly or indirectly, and, if applicable, you will use reasonable efforts to ensure that your shareholders, directors, officers, and key employees, agents, attorneys, subsidiaries, affiliates, successors and assigns do not:<\/p>\n\n\n\n

\u00a0\u00a0\u00a0 (a)\u00a0 say, publish, or otherwise transmit any statements, whether oral or written, to any other party whomsoever that may be intended to or that may have the effect of defaming\u00a0academy.ninja<\/strong><\/strong>\u00a0or be of defamatory nature, or that may disparage, call into disrepute, libel, slander or cause injurious falsehood to\u00a0academy.ninja<\/strong><\/strong>\u00a0and its present, former and future shareholders, officers, directors, employees, agents, attorneys, advisors, agents, affiliates, subsidiaries, successors and assigns; or<\/p>\n\n\n\n

\u00a0\u00a0\u00a0 (b)\u00a0 engage in any conduct or pattern of conduct that involves the making or publishing of written or oral statements or remarks, including, without limitation, the repetition or distribution of rumours, allegations, reports or comments, which are disparaging, deleterious or damaging to the integrity, reputation, business or goodwill of\u00a0academy.ninja<\/strong><\/strong>\u00a0and its present, former and future shareholders, officers, directors, employees, agents, attorneys, advisors, agents, affiliates, subsidiaries, successors and assigns or any of the present, former and future products and services, including the Eligible Products.<\/p>\n\n\n\n

14. REMEDIES; INDEMNITY.<\/strong><\/p>\n\n\n\n

14.1\u00a0\u00a0\u00a0 You agree that any breach of the provisions of Section 4, Articles 12, 13 and 17 would result in irreparable injury and damage to\u00a0academy.ninja<\/strong><\/strong>\u00a0for which\u00a0academy.ninja<\/strong><\/strong>\u00a0would have no adequate remedy at law. You, therefore, also agree that in the event of said breach or any threat of breach,\u00a0academy.ninja<\/strong><\/strong>\u00a0will be entitled to specific performance and\/or an immediate injunction and restraining order to prevent such breach or threatened breach by you and any and all entities acting for or with you without having to prove damages or paying a bond, in addition to any other remedies to which\u00a0academy.ninja<\/strong><\/strong>\u00a0may be entitled at law or in equity.\u00a0 The provisions of this Section 14.1 will not prevent\u00a0academy.ninja<\/strong><\/strong>\u00a0from pursuing any other available remedies for any breach or threatened breach hereof, including the recovery of damages from you.\u00a0 All such rights and remedies of\u00a0academy.ninja<\/strong><\/strong>\u00a0are cumulative and not alternative or exclusive of any other rights or remedies and\u00a0racademy.ninja<\/strong><\/strong> may have recourse to any one or more of its available rights and remedies as it will see fit.<\/p>\n\n\n\n

14.2    You agree to indemnify and hold harmless comadshub.com, and its respective directors, officers, employees, representatives, agents and assigns (in this Section 2, each, an \u201cIndemnified Party<\/strong>\u201d and collectively, the \u201cIndemnified Parties<\/strong>\u201d) from and against any and all losses, claims, damages, liabilities, actions or demands (collectively, the \u201cLosses<\/strong>\u201d) to which an Indemnified Party may become subject insofar as such Losses arise out of or are based upon any breach of a representation, warranty, covenant or obligation of you contained in this Agreement and will reimburse the Indemnified Parties for any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Losses; provided that such indemnity will not be available to an Indemnified Party in respect of Losses resulting from the Indemnified Party\u2019s fraud, willful misconduct or gross negligence.<\/p>\n\n\n\n

14.3    The provisions of Article 14 will survive any termination of this Agreement and will continue in full force and effect for three (3) years thereafter.<\/p>\n\n\n\n

15. DISCLAIMER; LIMITATION OF LIABILITY.<\/strong><\/p>\n\n\n\n

15.1\u00a0\u00a0\u00a0\u00a0academy.ninja<\/strong><\/strong>\u00a0MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO YOUR BUSINESS SUCCESS, INCOME, OR SALES, THE PRODUCTS AND SERVICES OF\u00a0academy.ninja<\/strong><\/strong>, INCLUDING, BUT NOT LIMITED TO, THE ELIGIBLE PRODUCTS, THE RESULTS TO BE OBTAINED FROM YOUR OR ANY REFERRED CUSTOMER\u2019S USE OF THE PRODUCTS AND SERVICES OF\u00a0academy.ninja<\/strong><\/strong>, INCLUDING THE ELIGIBLE PRODUCTS OR ANY OBLIGATIONS OF DLE UNDER OR ARISING FROM THIS AGREEMENT. In particular,\u00a0academy.ninja<\/strong><\/strong>\u00a0makes no representation or warranty with respect to the future earnings or revenues of you and you acknowledge and agree that you were not induced to enter into this Agreement as result of any such claims.<\/p>\n\n\n\n

15.2\u00a0\u00a0\u00a0\u00a0academy.ninja<\/strong><\/strong>\u2019S WEBSITES, PRODUCTS AND SERVICES ARE PROVIDED \u201cAS IS\u201d WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.\u00a0academy.ninja<\/strong><\/strong>\u00a0MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH\u00a0academy.ninja<\/strong><\/strong>\u2019S WEBSITES, PRODUCTS OR SERVICES. Any reliance on or use of such materials is at your sole risk.<\/p>\n\n\n\n

15.3\u00a0\u00a0\u00a0 YOU ACKNOWLEDGE AND AGREE THAT\u00a0academy.ninja<\/strong><\/strong>\u00a0DOES NOT ACCEPT ANY LIABILITY FOR YOU OR ANY OTHER PERSONS\u2019 USE OF ANY CONTENT FROM THE ELIGIBLE PRODUCTS,\u00a0academy.ninja<\/strong><\/strong>\u2019S PRODUCTS OR SERVICES OR ANY MATTER RELATED, DIRECTLY OR INDIRECTLY, THERETO. In no case will\u00a0academy.ninja<\/strong><\/strong>, its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation, economic loss, loss or damage to electronic media or data, goodwill, other intangible losses, or any similar damages, arising from (i) the use of any content obtained under this agreement, including eligible products; (ii) the attendance at any event hosted by\u00a0academy.ninja<\/strong><\/strong>; or (iii) any conduct of, or content created by, any third party with respect to the eligible products, the\u00a0academy.ninja<\/strong><\/strong>\u00a0or any of its products or services; PROVIDED THAT SHOULD A COURT OF COMPETENT JURISDICTION IN FINAL NON-APPEALABLE JUDGEMENT DETERMINE\u00a0academy.ninja<\/strong><\/strong>\u00a0IS OTHERWISE LIABLE, YOU HEREBY AGREE THAT IN NO EVENT WILL\u00a0academy.ninja<\/strong><\/strong>‘S LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF THREE (3) TIMES THE COMMISSIONS PAID TO YOU BY\u00a0academy.ninja<\/strong><\/strong>\u00a0FOR THE ONE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.<\/p>\n\n\n\n

15.4\u00a0\u00a0\u00a0 You understand and agree that you will not have the right to participate in a representative capacity (including in a purported representative capacity on behalf of the general public) or as a member of any class of claimants pertaining to any claims that may arise under this Agreement, or be in any way related to\u00a0academy.ninja<\/strong><\/strong>\u00a0(including\u00a0academy.ninja<\/strong><\/strong>\u2019s past or present directors, officers, employees, shareholders, representatives, agents and assigns). Any such claims will be brought individually and you will not join such claim with claims of any other person or entity or bring, join or participate in a class action against\u00a0academy.ninja<\/strong><\/strong>.<\/p>\n\n\n\n

16. COMPLIANCE WITH LAWS AND POLICIES<\/strong>; DATE SECURITY.<\/strong><\/p>\n\n\n\n

16.1    You will observe and comply with all applicable laws, rules, ordinances, policies, codes and regulations of regulatory bodies and governmental agencies including federal, state, provincial, municipal and local authorities of any country having jurisdiction over this Agreement or any part hereof or any activities performed in connection herewith.<\/p>\n\n\n\n

16.2\u00a0\u00a0\u00a0 You will comply with all applicable data protection laws regarding the transmission of data exported to or from the Canada, the United States or the country in which you reside, including without limitation, the General Data Protection Regulation 2016\/679 of European Parliament and of the Council of 27 April 2016 (the \u201cGDPR<\/strong>\u201d). You, as a controller under the GDPR, will also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data. \u00a0You agree to promptly assist\u00a0academy.ninja<\/strong><\/strong>\u00a0in complying with any data subject rights request under the GDPR that\u00a0academy.ninja<\/strong><\/strong>\u00a0may receive from any Referred Customers referred to\u00a0academy.ninja<\/strong><\/strong>\u00a0by you. \u00a0You further agree to promptly assist\u00a0academy.ninja<\/strong><\/strong>\u00a0in complying with any duties to cooperate with supervisory authorities under the GDPR.<\/p>\n\n\n\n

18. GENERAL.<\/strong><\/p>\n\n\n\n

18.1\u00a0\u00a0\u00a0 All references herein, as applicable, to (i) the Affiliate will be interpreted to constitute the Affiliate and any of its directors, officers, employees, agents and representatives, as applicable, and (ii)\u00a0academy.ninja<\/strong><\/strong>\u00a0will be interpreted to include\u00a0academy.ninja<\/strong><\/strong>, its affiliates and subsidiaries, as applicable.<\/p>\n\n\n\n

18.2\u00a0\u00a0\u00a0 The Affiliate agrees that comadshub.com may amend this Agreement in its sole discretion, including, but not limited to, by amending the Marketing and Advertising Policy, payment procedures, the Commission percentage (including by implementing a Commission threshold) and the products and services that constitute the Eligible Products, at any time without the prior consent of the Affiliate. Any amendment to this Agreement, from time to time, will be effective upon the earlier of the date of posting of the amendment on\u00a0academy.ninja<\/strong><\/strong>\u2019s website ([See Below For The Brand Guidelines]) or upon the delivery of actual notice to the Affiliate. \u00a0No amendment to this Agreement will be valid unless authorized or signed by\u00a0academy.ninja<\/strong><\/strong>.\u00a0 It is the Affiliate\u2019s responsibility to keep apprised of any amendments to this Agreement.\u00a0 The Affiliates continued participation in the Affiliate Program following\u00a0academy.ninja<\/strong><\/strong> posting the modification on\u00a0academy.ninja<\/strong><\/strong>\u2019s website or providing notice of the modification to you will constitute binding acceptance of the change.<\/p>\n\n\n\n

18.3    This Agreement, together with comadshub.com\u2019s Marketing and Advertising Policy and other terms and conditions and policies as may be in effect from time to time, constitutes the entire agreement concerning the subject matter between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement. <\/p>\n\n\n\n

18.4\u00a0\u00a0\u00a0\u00a0academy.ninja<\/strong><\/strong>\u00a0may assign any or all of its rights and duties under this Agreement at any time and from time to time without your consent. The Affiliate may not assign any of its rights or duties under this Agreement without the prior written consent of\u00a0academy.ninja<\/strong><\/strong>.\u00a0 This Agreement will enure to the benefit of the parties and their respective heirs, representatives, administrators, successors and permitted assigns.<\/p>\n\n\n\n

18.5    If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be wholly or partially invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and this Agreement will be interpreted as if the invalid provision had not been a part of this Agreement.<\/p>\n\n\n\n

18.6\u00a0\u00a0\u00a0 The failure of\u00a0academy.ninja<\/strong><\/strong>\u00a0to enforce the strict performance of any provision of this Agreement will not constitute a waiver of\u00a0academy.ninja<\/strong><\/strong>\u2019s right to subsequently enforce such a provision or any other provision of this Agreement.<\/p>\n\n\n\n

18.7    Unless otherwise expressly stated in this Agreement, all dollar amounts are in the lawful currency of the United States.<\/p>\n\n\n\n

18.8    In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision will be deemed to be modified to the extent required to comply with the law, rule, or regulation in such jurisdiction, and this Agreement, as so modified, will continue in full force and effect.<\/p>\n\n\n\n

18.10    The Affiliate acknowledges and agrees that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that it has either done so or waived its right to do so in connection with entering into this Agreement.<\/p>\n\n\n\n

18.11    Any notice required to be given to the parties under or related to this Agreement will be in writing, addressed as follows:<\/p>\n\n\n\n

\u00a0\u00a0\u00a0 (a)\u00a0\u00a0Affiliate: At the email address provided by the Affiliate to\u00a0academy.ninja<\/strong><\/strong>\u00a0on the Application or by posting information in the Affiliate center.<\/p>\n\n\n\n

\u00a0\u00a0\u00a0 (b)\u00a0\u00a0academy.ninja<\/strong><\/strong>: Attention: \u00a0Chris Heymann ; Email:\u00a0\u00a0hey@academy.ninja<\/strong><\/p>\n\n\n\n

Any notice, direction or other instrument will be deemed to have been given and received on the business day following the day it was sent or posted.  Either party may at any time change its address for delivery from time to time by giving notice to the other party in accordance with this Section 18.11.  The Affiliate is solely responsible for addressing any technical failures related to its email address or server, and for reading any email sent to it.<\/p>\n\n\n\n

This document was last modified on June 22, 2020.<\/p>\n\n\n\n

academy.ninja<\/strong>\u00a0Intellectual Property<\/strong><\/h4>\n\n\n\n

Proper Attribution of Intellectual Property<\/strong><\/h5>\n\n\n\n

All Affiliates must pay close attention to the content they release and create. It is important to maintain the consistency and reputation of the brand, to give proper credit to\u00a0academy.ninja<\/strong><\/strong>\u00a0intellectual property, and to ensure any role with\u00a0academy.ninja<\/strong><\/strong>\u00a0is not misrepresented.<\/p>\n\n\n\n

Course content is the Intellectual Property of\u00a0academy.ninja<\/strong><\/strong><\/p>\n\n\n\n

Replicating or reusing course content for your own use is forbidden.<\/p>\n\n\n\n

Shareable Content<\/strong><\/p>\n\n\n\n

  • academy.ninja<\/strong><\/strong>\u00a0YouTube Channel<\/li><\/ul>\n\n\n\n

    Content Creation: Creating Your Own Audio, Video, Or Written Content<\/strong><\/p>\n\n\n\n

    • Course content is the intellectual property of\u00a0academy.ninja<\/strong><\/strong>. Replicating that content for your own use is forbidden.<\/li>
    • Crediting\u00a0academy.ninja<\/strong><\/strong>\u00a0as source of content:<\/li><\/ul>\n\n\n\n

      When authoring your own content (announcements, website pages, newsletters, articles, blogs, etc.), be sure to include appropriate acknowledgment and add a hyperlink to\u00a0academy.ninja<\/strong><\/strong>\u00a0(https:\/\/www.academy.ninja<\/strong><\/strong>).\u00a0If you plan to author a significant work such as an eBook or book, you must submit your content for review and approval by\u00a0academy.ninja<\/strong><\/strong>\u00a0to avoid unintentionally violating Intellectual Property, trademarks, or copyright terms.\u00a0As a general rule, when in doubt, ask.<\/p>\n","protected":false},"excerpt":{"rendered":"

      Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following…<\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"spay_email":""},"_links":{"self":[{"href":"https:\/\/academy.ninja\/wp-json\/wp\/v2\/pages\/14"}],"collection":[{"href":"https:\/\/academy.ninja\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/academy.ninja\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/academy.ninja\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/academy.ninja\/wp-json\/wp\/v2\/comments?post=14"}],"version-history":[{"count":0,"href":"https:\/\/academy.ninja\/wp-json\/wp\/v2\/pages\/14\/revisions"}],"wp:attachment":[{"href":"https:\/\/academy.ninja\/wp-json\/wp\/v2\/media?parent=14"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}