SILP AMBASSADOR AGREEMENT

The SILP Ambassador Programme (the “Programme”) offered by Review Consulting Ltd., (“Company”) is designed to reward companies and individuals who include certain materials and a link to Company’s website within those materials on their website to help in promoting Company products (“Ambassadors”). The Programme terms and conditions (“Ambassador Agreement”) contain important information about the Programme, so please read them carefully. The Ambassador Agreement is a binding agreement between the Ambassador and the Company and will govern the Ambassador's participation in any and all Programme offers. By participating in the Programme, the Ambassador agrees to be bound by the Ambassador Agreement, the Terms of Service and the Privacy Policy . Unless the Ambassador agrees to the terms and conditions of the Ambassador Agreement in their entirety, the Ambassador is not authorised to participate in the Programme.

ELIGIBILITY

Application. To be eligible to participate in the Programme, the Ambassador must register through the Company website, https://donna-ohdedar.mykajabi.com/become-a-silp-ambassador (the Enrollment Site), complete the online application form (“Programme Application”), and agree to be bound by the terms and conditions of this Ambassador Agreement. The Company may accept or reject any Programme Application at its sole discretion. 

Business Status. If the Ambassador is set up as a company, the Ambassador must be a legitimate company in good standing and in compliance with any government registration or licensing requirements in the places where Ambassador conducts business. If the Ambassador is an individual or sole proprietor, the Ambassador must be 18 years or older. The Company reserves the unconditional right to accept or deny any Ambassador who joins the Programme on the Company Site at https://donna-ohdedar.mykajabi.com/become-a-silp-ambassador (the “Enrollment Site”).

BINDING AGREEMENT

The Ambassador accepts and agrees to be bound by the terms of the Ambassador Agreement, the Terms of Use, and the Privacy Policy, including terms of liability, disclaimer and any other terms as may be set by Company from time to time in connection with the Programme. In all activities governed by the Ambassador Agreement, and specifically such activities relating to the Ambassador's promotion of Products, the Ambassador will cooperate with Company and act in good faith. 

HOW THE PROGRAMME WORKS 

The Company will make available to the Ambassador certain banner advertisements, button links, text links, and other graphic or textual material for display and use on the Ambassador website (the “Promotional Materials”). The Ambassador may display Promotional Materials on the Ambassador's website prominently and as the Ambassador sees fit as long as the Ambassador's use is consistent with the terms and conditions of this Ambassador Agreement. 

The Ambassador's use and display of the Promotional Materials on the Ambassador's site shall include a link from the Promotional Materials to Company Site and conform to the following: 

1. The Ambassador may not use any graphic, textual or other materials to promote the Company’s Site, products or services other than the Promotional Materials, unless the Company agrees to those materials in writing prior to their display. 
2. The Ambassador may only use the Promotional Materials for the purpose of promoting and for linking to the Company’s Site. 
3. The Ambassador will not alter, add to, subtract from, or otherwise modify the Promotional Materials provided by the Company. If the Ambassador wishes to modify the Promotional Materials, the Ambassador must obtain prior written consent from the Company. 
4. The Promotional Materials will be used to link only to the Company’s website, to the specific page and address as specified by the Company.

INTELLECTUAL PROPERTY

The Company retains all rights, ownership, and interest in the Promotional Materials, and in all copyrights, trademarks, or other intellectual property that may be incorporated into the Promotional Materials (“Company IP”). Nothing in this Agreement shall be construed to grant the Ambassador any rights, ownership or interest in the Promotional Materials or Company IP, except as expressly granted in this Ambassador Agreement and solely for the limited time and for the limited purpose of participating in the Programme. 

LICENSE

Limited to the purposes and under the terms and conditions set forth in this Ambassador Agreement, the Company hereby grants to the Ambassador a nonexclusive, non transferable license to use the Promotional Materials and certain Company Intellectual Property, but solely for the limited time and for the limited purpose of participating in the Programme and to the extent that the Ambassador's use of Company Intellectual Property and the Promotional Materials is consistent with this Ambassador Agreement (the “License”). This License shall terminate upon the expiration or termination of this Ambassador Agreement. 

COMMISSIONS

1. In exchange for the Ambassador's display of the Promotional Materials, and for the Ambassador's compliance with and performance of the terms and conditions of this Agreement, the Company will pay the Ambassador a finders fee for each product sold to a user that accesses the Company Site as a direct result from an Ambassador referral less any chargebacks, returns or refunds (“net proceeds”).
2. This fee, £325, is subject to change by the Company at any time. Notification to the Ambassador of any change in the Ambassador fee will be given by the Company and sent to the email address provided in the Ambassador Programme Application, unless Ambassador provides written notice of a contact information change. 
 
3. The Company will keep accurate and up-to-date records of the data used to determine the total amount owed to the Ambassador. The Ambassador shall be given reasonable access to these records upon request, and is available through the Ambassador area on the Ambassador page . Any discrepancy between the amount owed according to these records, and the actual amount paid to the Ambassador in any period or periods shall be rectified upon verification by Company within 30 days of receiving notice from the Ambassador of the discrepancy.
4. The fee is held until the review is completed and the amount is settled by the Commissioner to protect the Company in the event of any chargeback that may occur. The Company shall pay all Ambassador fees upon receipt of an invoice for the appropriate sum.
5. In the event that the Company terminates this Agreement for Ambassador breach of contract, then any accrued and payable Commissions owed to the Ambassador shall be forfeited, and the Company shall not be obligated to pay such Commissions to the Ambassador.
6. Conduct. Ambassadors in the Programme must comply with all laws and regulations governing unsolicited bulk electronic mail (“SPAM laws”). Any use by the Ambassador of the link that may constitute a violation of SPAM laws “spam is expressly prohibited and will be grounds for immediate termination of the Ambassador account and exclusion from the Programme.
   
   The Company reserves the right, at its sole discretion, to prohibit any Ambassador from participating in any aspect of the Programme if the Company deems or suspects that the Ambassador has engaged in or has attempted to engage in any of the following: 
1. acting in violation of this Ambassador Agreement, Terms of Use or Privacy Policy or Programme Terms and Conditions;
2. damaging, tampering with or corrupting the operation of the Programme or Site; 
3. acting with intent to annoy, harass, or abuse any other person;
4. any inappropriate, uncooperative, disruptive, fraudulent, potentially fraudulent, or unusual behavior or activity; 
5. any attempts to bring the Company or any of its agents, students, courses, services into disrepute in any way; or 
6. activity deemed in the sole discretion of the Company to be generally inconsistent with the intended operation of the Programme. The Company shall be the sole determiner in cases of suspected abuse, fraud, or breach of the Ambassador Agreement.

PAYMENTS

Requirements for Payment. Ambassadors are 100% responsible for all of their personal tax responsibilities. The Company accepts no responsibility for tax returns on behalf of any affiliate, irrespective of whether the Ambassador is an established business or a private individual.

Associated charges. The Ambassador shall be responsible for payment of all taxes, duties, governmental charges and other like charges imposed upon the Ambassador for Ambassador fees. The Ambassador is solely responsible for reporting such items on tax returns and paying any associated tax obligations.
Any supporting paperwork or evidence that is requested by an Ambassador from the Company shall be subject to an appropriate fee.
The Ambassador shall indemnify, defend and hold the Company harmless from and against any claims arising out or relating to all charges emanating from the Company’s payment of finders fees.

Earnings Disclaimer. While the Company has made every effort to accurately represent the terms of the Programme and its potential to help an Ambassador earn Commission there is no guarantee that the Ambassador will obtain results or earn any money from the Company’s Ambassador Programme and nothing on the Company Site or the Programme constitutes a promise or guarantee of earnings.

PROHIBITED ACTIVITIES

The Ambassador agrees not to associate the Company, Company Products or the Programme with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable. In the event that the Company determines in its sole discretion that the Ambassador has engaged in any prohibited activities, the Company has the right, without notice, to remove the Ambassador from the Programme and forfeit any unpaid Ambassador fees. 

RELATIONSHIP OF PARTIES

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency relationship, or employment relationship between the Parties. The Ambassador is in no way an agent of the Company and has no authority to enter into or bind the Company to any agreement.
The Ambassador participates in the Programme as a fully independent contractor and is responsible for any and all federal, state, local, and/or foreign income taxes and self-employment taxes, and any and all other federal, state, and local licensees, fees or taxes, or sales tax, including withholding taxes, social security taxes, and public liability and workman’s compensation insurance. Under no circumstances will the Company be held liable for any actions or results of the Ambassador.

Ambassador's Representations and Warranties 

The Ambassador represents and warrants the following: 

1. The Ambassador has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
2. The Ambassador's website does not contain any materials that are:
1. Sexually explicit, obscene, or pornographic;
2. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
3. Graphically violent, including any violent video game images; or
4. Solicitous of any unlawful behavior 
3. The Ambassador has obtained any necessary clearances, licenses, or other permission for any intellectual property used on the Ambassador's website. Nothing on the Ambassador's website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does the Ambassador have any reason to believe that any person or entity will bring or threaten such a claim in the future. 
4. The Ambassador will not use the Promotional Materials in any manner other than as set forth in the Ambassador Agreement.
5. The Ambassador will not make any claim to ownership of the Promotional Materials, Company Intellectual Property or of any other copyright, trademark, or other intellectual property interest of the Company. 
6. The Ambassador will not publish or otherwise distribute any advertising materials for the Ambassador's website that reference the Company or the Company’s website unless the Company gives prior written consent to the distribution of such materials. The Ambassador will not use the Company’s name (or any name that is confusingly similar to the Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote the Company’s website as specified in this Agreement. 
7. The Ambassador will not register any domain name that incorporates the Company’s marks, or that is confusingly similar to the Company’s marks, including the company’s name, Product names or any associated logos, and will not engage in any activity that attacks, harms or dilutes the Company’s marks. 
8. The Ambassador will not engage in the distribution of any unsolicited bulk emails that violate SPAM laws in any way that mentions or references the Company or the Company Site. 

Limitation of Liability. The Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether the Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement. 

Indemnification. The Ambassador shall indemnify the Company and hold harmless the Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of the Ambassador's warranties set forth in Section 7 above. The Ambassador shall also indemnify and hold the Company harmless for any damage, loss or other cost arising out of the use or misuse by the Ambassador of the Promotional Materials.

CONFIDENTIALITY

Any information that the Ambassador may receive or have access to by virtue of its relationship with the Company under this Agreement, which is not available to the general public, shall be considered to be “Confidential Company Information.” The Ambassador may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless the Ambassador obtains prior written consent for such disclosure from the Company. 

TERM AND TERMINATION

This Agreement is effective immediately upon the Company’s acceptance of the Ambassador Application, and shall remain in full force and effect unless and until terminated pursuant to this Agreement. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party. Upon termination, the Ambassador will remove all Promotional Materials from the Ambassador's website. Upon termination and pursuant to the terms of this Agreement, the Company will pay all commissions accrued as of the date of termination, unless commissions are forfeited due to the Ambassador breach of contract.

SEVERABILITY.

If any provision of this Agreement is unenforceable for any reason, all other terms of this Agreement shall remain in full force and effect. 

HEADINGS

The headings for section herein are for convenience and shall not affect the meaning of the provisions of this Agreement. 

AMENDMENTS

The Company may amend the terms of this Ambassador Agreement from time to time upon notice to Ambassadors. Continued participation in the Programme by Ambassadors, subsequent to a notice in change of terms and conditions of the Ambassador Agreement shall constitute assent to the amendments.

DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the England & Wales, without giving effect to any principles of conflicts of law. In the event of a dispute between the Parties regarding this Agreement, any such disputes, controversies and claims arising out of or relating to this Agreement shall be settled through arbitration with an independent UK registered and appointed mediation service as selected by the Company.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Ambassador and the Company, and supersedes any prior understanding or representation.