Affiliate Cum Referral Partner Agreement

RECITALS

• Whereas the Academy is engaged in the business of providinglife coaching on subjects like Ikigai, Happiness, Career, Leadership and relationships;

• The Academy is the authorised representative of the [Ikigai Coaching Institute, Netherlands] for India.

• The Academy offers various high-in-demand coaching programs including two unique invaluable programs – IKIGAI and AoSM (Art of Self Maximization), which help transform the lives of individuals. The Academy also offers various contents and tools for life-coaching programs to impart world-class impactful coaching, without the need to wait for months or years for the coaches to develop their own coaching material, with an objective of “Better Careers – Better Relationships – Better Lives” (all such content is hereinafter referred as “AoSM Model”);

• The Affiliate desires to develop and build its business on the basis of the AoSM Model and the Academy, in reliance of the representations and warranties of the Affiliate, has approved the application of the Affiliate to be affiliate cum referral partner of the Academy.

NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL COVENANTS AND CONSIDERATIONS BELOW, THE PARTIES AGREE AS FOLLOWS:

1. Definition, Interpretation and Effect

“Applicable Law” means any statute, law, regulation, ordinance, rule, judgement, order, decree, ruling, bye-law, approval of any competent authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any competent authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or at any time thereafter. “Affiliate Business” means the business of establishing and operating a business of life coaching in accordance with the AoSM Model for imparting education, training and assistance in life coaching programs, including without limitation, Ikigai, Happiness, Career and relationships amongst others.
“Academy” means Academy for Self-Maximization Private Limited of the addressFlat No. 104, Rose Building, Shalimar Township, Niranjanpur, A.B. Road, Indore, Madhya Pradesh - 452010, India. “Brand” or “Mark” shall mean and include “Academy for Self-Maximization Pvt Ltd” and its business operation in the name and style of “Art of Self-Maximization” and any such variations including all trademarks (as specified in Schedule 4) associated therewith that the Academy may design, own or license and inform Affiliate from time to time.
“Confidential Information” shall, without limitation, includeall confidential or proprietary information received by the Affiliate from the Academy in any form during the course of the term of this agreement or otherwise. Confidential Information includes without limitation AoSM Model and various elements of the AoSM Model; Manuals, inventions, innovations, works or intellectual property and any idea, trade secret, know-how or data of any nature concerning the development, use, formulation, manufacture or performance of Academy or its products or prospective products or services, and any research and development activities, process, techniques, inventions, specifications, algorithms, prototypes, designs, drawings or test data thereof, software programs, computer programs or documentation, specifications, source code, object code of such software and computer programs, inventions, processes, engineering products, services, the Academy’s markets or the business ofAcademy or that of their respective clients. Information shall be deemed to be confidential whether the same comes to the knowledge of the Affiliate orally or is contained in tangible or fungible form and whether contained in any kind of data storage device, computer system, brochure, booklet or otherwise. Unless otherwise specified, all information received by the Affiliate from the Academy under this Agreement shall be deemed to be Confidential Information and shall not be disclosed to anyone, disclosed at any point of time without prior written consent of the Academy. “Intellectual Property” means all patents, trademarks, copyrights,permits, service marks, brands, trade names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, trade dress, trade secrets, copyrights, licenses, formulae, designs and confidential information whether registered or not, which will be owned by the Academy’s and used by the Affiliate during the term of this agreement on conditions as enumerated in this agreement.
“Management” means key personnel employed by Affiliate for managing the Affiliate Business within the Territory including the day-to-day operations/running,marketing, staffing, training and operational success of the Affiliate Business in the Territory.
“Manual” shall mean and include any and all rules, regulations, policies, procedures, quality standards, code of conduct and any other document of the Academy with respect to the operations of the Affiliate Business, as amended/ introduced from time to time.
“Platform” means the web-based platform or video conferencing software or physical venue of the Academyor used by the Academy for AoSM Model to provide life coaching programs, Course Materials, program examinations and certifications to Customers and the Affiliate.
“Students”or“Customers” means the ultimate consumers of the services and or the purchaser of Authorized Courses from the Affiliatein the Territory or who has previously been the ultimate consumer of such courses/ services of the Academy through itself or any other Affiliate. “Term” shall have the meaning assigned to it in Clause 13.1.
“Territory” shall mean the land bound territory of [State or Union Territory. Metro cities, State capitals and other cities / towns].

NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL COVENANTS AND CONSIDERATIONS BELOW, THE PARTIES AGREE AS FOLLOWS:

2. Appointment and Relationship:

Grant- Academy hereby grants to Affiliate, and the Affiliate accepts from the Academy, the non-exclusive right and license, for the Term of this Agreement, to establish and operate the AffiliateBusiness associated with the Brand of the Academywithin the Territory, in accordance with the terms of this Agreement, the AoSM Model and the Manual, as amended from time to time by the Academy (“Grant”). Nothing in this Agreement gives Affiliate any other right, title or interest in any of the Brand or the AoSM Model, which remains the sole and exclusive property of the Academy.
Authorized Courses Only – In its operation of the Affiliate Business, Affiliate will offer/ provide only those courses specifically authorized by Academy (“Authorized Courses”). The Academy may in its sole discretion, add to, modify or discontinue at any time any of the Authorized Courses that the Affiliate is authorized to offer/ provide. This Grant permits and requires the Affiliate to operate the Affiliate Business in association with and using the Brand and AoSM Model, but not to operate any other business or to undertake any activities not authorized by the Academy. Affiliate shall not perform any other activity under the Grant other that what is approved by the Academy under this Agreement.
Use of Marks – Affiliate will use the Marks only as permitted by Academy. Affiliate will not use the Marks or any derivation thereof or confusingly similar mark in the name of Affiliate’s corporate entity (if any), in any domain name owned or controlled by the Affiliate, or in any email address used by Affiliate or its agents, except with Academy’s prior written consent. Affiliate will only use the Marks for the Affiliate Business under the terms of this Agreement. Affiliate will not use the Marks to incur or secure any obligation or indebtness. If the Affiliate uses the Marks in any way contrary to the terms of this Clause, then upon request by the Academy and the Academy’s sole option, without limitation to Academy’s other remedies, the Affiliate will cease that use and cancel all registrations, domain names, and email addresses, or will transfer to Academy the rights to those registrations, domain names, and email addresses and will execute all further agreements necessary to carry out that transfer.
Revision to Marks – During the Term, the Academy may at its sole discretion, add to, modify or discontinue any of the Marks, and any changes will be deemed agreed-upon modifications to Schedule 4 upon Affiliate’s receipt of written notice identifying the change. If the Academy makes any such changes, the Affiliate will promptly adopt, discontinue, or modify the Marks in the Affiliate Business at the Affiliate’s sole expense.
AoSM Model and Manual Changes – Academy may its sole discretion, by written notice to Affiliate, add to, delete from, modify or otherwise change the AoSM Model and the Manual, including without limitation by adding new or enhanced Services and products, new operational requirements, and new techniques or methods of operations or Therapies. Academy will provide any revisions to the Affiliate in written form. Affiliate will immediately adopt all revisions that do not require any material expenditure by Affiliate, and will adopt all other revisions within a reasonable time not to exceed thirty (30) days after Affiliate’s receipt of the revision.
Notification of Infringement – If Affiliate learns of any apparent or potential infringement of or challenge or claim relating to any of the Marks or other Intellectual Property of the Academy, then the Affiliate will promptly provide written notice to the Academy. Affiliate will not communicate with anyone other than Academy and its legal counsel in connection with any infringement, challenge, or claim, except as further agreed upon by the Affiliate and Academy. Academy will have sole discretion to take any action it deems appropriate, and will have the exclusive right to control any litigation or other proceeding arising out of any infringement, challenge or claim. Affiliate will execute all documents, render any assistance, and take any actions that, in the opinion of the Academy, are necessary or advisable to protect and maintain the Academy’s interest in any litigation or other proceeding or otherwise to protect and maintain the interests of Academy in the Marks or other Intellectual Property of the Academy and the rights of all duly authorized Affiliates to use the Marks.
Value of Marks – Affiliate acknowledges and agrees that the Affiliate’s use of the AoSM Model and Marks and any goodwill established by that use inures solely to the benefit of the Academy. The Affiliate specifically acknowledges that, upon expiration or the earlier lawful termination of this Agreement for any reason; Affiliate will not receive or be assigned any monetary amount in compensation for Affiliate’s loss of use of the Marks.
Reserved Rights – For the sake of clarity, and without limitation, the Academy reserves the right at its sole discretion to:

• merge with, acquire or be acquired by, through purchase or sale of whole or substantially the whole, all assets, any other person or entity, including any competitor of Academy or Affiliate, and continue to conduct in any location any business engaged in by merging, acquiring or acquired person or entity, including any business directly competitive with the Affiliate Business.

• appoint other person(s)/ entities as a Affiliate for the Affiliate Business within the Territory.

• offer and sell, and authorize others to offer and sell, any goods, courses and services in any location.

3. Fees and Payments

Affiliate Fee - In consideration of the Academy entering into this Agreement the Affiliate shall pay to the Academy the fee as particularly defined under Part A of Schedule 1 (“Affiliate Fee”).
Form and Manner of Payments – Affiliate will pay Academy all Affiliate Fee, in the form as particularly described under Part A of Schedule 1, unless otherwise decided by the Academy in its sole discretion. Affiliate will execute all banking forms, documents and any other agreements as required by the Academy for the purpose of payments and taxation.
Overdue and Declined Payments – Affiliate will pay Academy simple interest on any overdue amount at the rate of 12 % (twelve per cent) per annum. If the payment of any fee is denied or declined by Affiliate’s bank or financial institution, or if any other method of payment provided by the Affiliate fails to allow Academy to receive when due any payment, then the Affiliate will reimburse the Academy for all costs incurred in connection with that denial or decline.
Referral Fee – Where the Affiliate introduces/ refers a person to the Academy for appointment as a coach (“Referred Coach”) or enrolment as a Student (“Referred Student”) on the Platform, the Academy shall pay to the Affiliatea referral fee, in accordance with Part A of Schedule 1 (“Referral Fee”).
Course Material Fees – The Affiliate agrees to pay all fees assessed by the Academy or supplers in connection with the Course Material for the AoSM Model provided by the Academy to the Affiliate in association with the Affiliate Business upon the Affiliate’s request, as amended from time to time (“Course Material Fee”).

4. Location

Operation within Territory – Affiliate will operate the Affiliate Business exclusively in the Territory, online or through Approved Location (as defined below).
Physical Location – The Affiliate may at its own discretion operate the Affiliate Business through a physical place of business, provided that a prior written approval of the Academy is taken for such operation (“Approved Location”). The Approved Location may be leased, rented or owned by the Affiliate. Provided that in each case, the Affiliate will furnish the details of the Approved Location related to ownership/ right over the Approved Location to the Academyas and when requested. Academy may ask for further information related to the Approved Location, at its sole discretion, which shall be provided by the Affiliate within 15 (fifteen) days of receipt of such request.
Representation and Warranty regarding Approved Location – The Affiliate hereby represents and warrants that the Approved Location has been adequately or properly zoned or permitted by the relevant governmental authorities for the purpose of operating the Affiliate Business and that the Affiliate has taken relevant approvals or permits for such operations. The Affiliate will furnish to the Academy such approvals or permits as requested by the Academy, within 15 (fifteen) days of receipt of such request.
Use of Location – Affiliate will use the Approved Location only for the purpose of operating the Affiliate Business, and only according to the standards of operations prescribed and permitted by the Academy. In particular but without limitation, the Affiliate will offer/ provide only Authorized Courses permitted by the Academy at the Approved Location.
Inspections – Affiliate will permit the Academy or its agents or representatives to enter the Approved Location at any time during normal business hours and with prior notice of 2 (two) days, for the purpose of conducting inspections, taking photographs, courses/ services and interviewing and Customers. Affiliate will cooperate fully with Academy’s agents or representatives by providing any assistance that those agents or representatives reasonably request, and by allowing those agents or representatives access to every part of the Approved Location. Upon notice from the Academy or its agents or representatives, and without limiting Academy’s other rights under this Agreement, the Affiliate will promptly remedy any deficiencies detected during any inspection.

5. General Operational Requirements

Compliance with Manual – Without limitation to any other provision in this Agreement, Affiliate will comply with all material provisions of the Manual at all times including by operating the Affiliate Business strictly in accordance with the standards of customer service, safety, professional standards, consistency, training, brand image, advertising, promotion, and management prescribed by the Academy. Affiliate acknowledges and agrees that, in order to ensure that the AoSM Model remains competitive and responds to changes in lifestyles, technology, social environment and other factors. Academy may in its sole discretion, update, amend, and expand the Manual at any time and the Affiliate will be bound by any such revisions. Academy will make the Manual available to the Affiliate in electronic form.
Revision to Courses - Academy may in its sole discretion add to, modify, or eliminate elements of the Authorized Courses at any time, Affiliate acknowledges and agrees that Affiliate will offer/ provide only the Authorized Courses, and that Academy’s control over those courses and the methods of their delivery is essential to maintaining and improving the reputation and goodwill associated with the Marks. Affiliate will not offer any additional or alternative courses under the Brand, without Academy’s written consent.
Course Materials – The Affiliate shall ensure that it procures all Course Materials required to impart the life coaching under the Affiliate Business from a source identified and approved by the Academy. It is clarified that the Affiliate shall not procure any course tools or materials from any source or vendor that is not pre-approved by the Academy for the purpose of Affiliate Business. Affiliate shall not re-sell, or give the Course Material to any third party who is not enrolled with the Academy or use, modify or copy the Course Material in a manner inconsistent with this Agreement.
Compliance with Laws – Affiliate will operate the Affiliate Business in compliance with the Applicable Laws, including those related to environmental safety, occupational health and safety, workers compensation, and withholding and payment of taxes and fees, and will obtain and maintain all licenses, permits, and approvals (for itself and its employees and agents) required by the jurisdictions in which Affiliate operates.
Pricing – The Academy shall provide the Affiliate with the fee list for the Authorized Courses, and the Affiliate shall charge the amounts so specified by the Academy. Academy may at its sole discretion, change the fees for the Authorized Courses and the Affiliate shall comply with the same.
Agreements with other Parties – Affiliate will advise all third parties that Affiliate is an independent contractor and that all debts, liabilities, and obligations incurred by it are for the account of the Affiliate only and not the Academy, and will identify Affiliate as an ‘Independently owned and operated Affiliate of “Academy of Self-Maximization” on all invoices, agreements and correspondence.
Ensuring Affiliate Compliance – Without limitation to any other right or remedy herein, Academy may in its sole discretion, take any reasonable measures to ascertain and ensure Affiliate’s compliance with all requirements of this Agreement and the Manual.
Affiliate Courses – The Affiliate may at its own discretion provide its own courses to third parties who are not enrolled on the Academy’s Platform provided that such courses shall not be identical and/or similar to the courses provided by the Academy and that such course does not contain the Brand or is in any way associated with the Academy. The Affiliate may still refer to itself as a life coach certified by the Academy.

6. Advertising, Marketing, Promotions and Displays

Central Advertisements – The Academy shall promote the business and Marks through various mediums including audio-visual like television & radio, print, physical gatherings and online on social media on a global level for the business under AoSM Model. This advertisement will not be for any specific Affiliate.
Local Advertisements – The Affiliatemay advertise and promote the Affiliate Business in the Territory. All costs of such advertisements and promotions shall be borne by the Affiliate. The Affiliate shall get prior approval from the Academy on all materials to be used for the advertisements and promotions.
On-Site Displays – At and upon the Approved Location, the Affiliate will use and display only the signs, displays, advertising and other materials approved by the Academy. Affiliate shall prominently display the Marks of the Academy at the Approved Location.
Prior Approvals – Affiliate shall, prior to use, submit to Academy, all print and other materials intended for media placement or public display or digital marketing, and a description of all proposed public or marketing events. Affiliate will only use materials which have been approved or provided by the Academy and will participate only in the events approved by the Academy. If Affiliate submits to Academy for approval any materials or proposals, then Academy is permitted to adopt those materials or proposals for general use in advertising or promotions, in which case Affiliate will take any actions reasonably requested by Academy to document and confirm an irrevocable and perpetual assignment to Academy of any copyright and a waiver of any moral rights relating to that advertising or promotion in consideration of the continued use of the Marks and AoSM Model.

7. Records and Reporting

Records – Affiliate will keep accurate records and books of account in relation to the Affiliate Business, including records of all Authorized Courses provided to the Customers, all prices charged, and all gross revenue received or credited, in a form and detail as prescribed or approved by the Academy in the Manual. If so required by the Academy, the Affiliate shall use a software designated by the Academy, at the Affiliate’s own cost for accounting and book-keeping. Affiliate will preserve for a period of at least 7 (seven) years after the end of each fiscal year all books and records related to that year.
Corporate Records – If Affiliate is an entity, then Affiliate will provide to Academy upon request copies of any corporate records, including certificates of incorporation, organization or other documentation establishing Affiliate’s entity status, Affiliate’s articles of incorporation or organization and bylaws, operating agreement, any shareholder, member or partnership agreement, and documents reflecting entity ownership.
Inspection and Audit Rights – Academy and any agents or representatives appointed by Academy, with or without prior notice, during the regular business hours of the Affiliate Business but without undue disturbance to it, may inspect and audit the Affiliate Business, including without limitation to enter into the Approved Location, if any, or any other premises at which the Affiliate maintains records, and to inspect and take copies of any paper or electronic records relating in any way to the Affiliate Business. Academy is permitted to direct an independent auditor to audit the Affiliate Business for any time period for which the Affiliate is required to maintain records, and Affiliate will comply with all reasonable requests for records and financial data relating to that audit.
Use of Affiliate Data – Affiliate shall treat all Customer data as confidential and under no circumstance shall share the same with any third party or use such data for any purpose without consent of the Academy. Academy shall be free to use such data as per the law.

8. Affiliate's Representation and Warranties

The Affiliate represents and warrants to the Academy that:
The operation of the Affiliate Business may be governed by Union, State and/ or local laws, regulations, ordinances and licensing and permitting requirements. The Affiliate acknowledges and warrants that, prior to entering into this Agreement, the Affiliate has performed its own investigation and analysis of the Applicable Law and the local market for this industry and has determined, to its full satisfaction, that the Affiliate will be able to offer the Authorized Courses to the Customers in the Territory sufficiently to allow the Affiliate to operate a successful business. It has the full legal authority to operate the Affiliate Business, and if an entity has been duly incorporated and authorized in whatever manner required. Affiliate will ensure that it remains fully authorized to operate the Affiliate Business for the Term of this Agreement. It recognizes the uncertainties of the Affiliate Business, and therefore acknowledges that, except as specifically set forth in this Agreement, no representation or agreements have been made to or with Affiliate regarding the success or profitability of the Affiliate Business or the suitability of the business in the Territory. No material misrepresentation has been made, either oral or written, intentionally or negligently, by or on behalf of the Affiliate in this Agreement, or in connection with any submission to the Academy in connection with the Affiliate’s request for the rights granted hereunder or the preparation of this Agreement. He/she or in case of an entity, its management has a graduate degree in any field with excellent communication and public speaking skills.

9. Affiliate's other Rights and Obligations

Notwithstanding anything else contained in this Agreement, Affiliate shall be solelresponsible to generate revenue and increase number of customers in the Territory of the Customers for the Affiliate

Referred Students:

• Affiliate may refer and enrol qualifying Referred Students with theAcademy. Provided that the Affiliate shall not provide any of the Authorized Courses to the Students unless they are enrolled on the Academy Platform and where the Academy has specifically permitted the Affiliate to provide its services as a life coach to the students;

• Affiliate shall ensure that it only offers the Authorized Courses under the AoSM Model to the Students and that such Authorized Courses contain the Brand of the Academy;

• Affiliate shall ensure that all payments, scheduling by Referred Students, registration/ enrolment and query clarification of Referred Students are made in a timely manner and in accordance with the Manual of the Affiliate Business.

• Affiliate shall be responsible for all support and query/ clarification needs of the Students enrolled through the Affiliate;

• Affiliate shall provide the Authorized Courses and/ or training to the Students in accordance with the AoSM Model and Manual;

• In case the Affiliate is offering any course not authorized or provided by the Academy, it shall ensure that such course do not contain the Brand of the Academy and shall specifically advise the persons undertaking such program that the course is not affiliates or in any way linked to the Affiliate.

Referred Coach:

• The Affiliate may refer qualifying Referred Coach(es) to the Academy from time to time;

• Affiliate shall be responsible for training and support of such Referred Coach(es);

• The Affiliate shall ensure that such Referred Coach(es) are registered with theAcademy;

• Affiliate shall not provide any Course Material to the Referred Coach(es) and shall ensure that they take such Course Material from the Academy itself or through its authorized/approved vendors.

Platform Usage:

• Affiliateshall provide the Authorized Courses to the Students through the Platform of the Academy, unless otherwise agreed to in writing.

• The Affiliate may apply to the Academy for listing its specialized courses on the Platform. The Affiliate shall provide detailed report about any such special course which shall include all relevant information about the principles, costs, pre-requisites, proposed fees, benefits and harms and shall not introduce the same without prior approval of the Academy. The Academy shall have the sole discretion to list such courses on the Platform.

• The Affiliate may apply to the Academy to list their pre-recorded sessions for the Authorized Courses on the Platform, in accordance with the Manual or as per the requirements of the Academy. The Academy shall have the sole discretion to list such pre-recorded sessions on the Platform.

• The Affiliate shall not share his/her login details for the Platform with any third party and shall be responsible for all activity on the Platform conducted with the Affiliate’s login details.

Affiliate Benefit:

• 9. The Academy shall provide certain benefits to the Affiliate, as per the Schedule 2.

Other Brand and Advertisement Obligations:

• To procure all hoardings, banners and other such promotional materials, as required, from the vendor nominated by Academy for that purpose, at its own cost. The Affiliate shall not procure such material from a third party vendor unless agreed in writing by Academy.

• Affiliate shall check and ensure compliances with applicable law/authority/any legal restriction/any local or state or central rule before pasting/putting/ circulation of any marketing/advertising material for public viewership in any form or media. Academy assumes no responsibility whatsoever in this regard and shall not be liable for any action or claim whatsoever in this regard.

• The Affiliate is under obligation to act in good faith and shall keep the interest of the Academy in mind at all times. The Affiliate shall not at any time make any statements, representations or do any act or omission that may adversely affect the goodwill, reputation and brand image of the Academy or defame the Academy, its founders, its trainers or any other person associated.