Miva Referral Programme – Terms and Condition
THE AGREEMENT
This Referral programme Agreement (hereinafter called the “Agreement”) is provided by the following organization, hereinafter referred to as “Company”: Miva Referral Programme. Our primary website is located at the address listed above. The Agreement is a legal document between you and the Company that describes the Referral programme relationship we are entering into. This Agreement covers your responsibilities as an referrer and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well as have a lawyer’s assistance if you desire because each of the terms of this Agreement is important to our working relationship.
1) DEFINITIONS
The parties referred to in this Agreement shall be defined as follows:
- Company, Us, We: As we describe above, we’ll be referred to as the Company. Us, we, our, ours and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.
- You, the Referrer: You will be referred to as the “Referrer.” You’ll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
- Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as “Parties” or individually as “Party.”
- Referral programme: The programme we’ve set up for our referrers as described in this Agreement.
- Referral Application: The fully completed form must be provided to us for consideration of your inclusion in the Referral programme.
- Website: The primary website we’ve noted above will be referred to as Website.
- Referral Lead: A customer prospect who uses the Referral Link that we will provide you through our Referral platform.
- Referral Link: The unique link you will promote through different channels
- Referral Platform: The platform we will provide for you when accepted to participate in the referral programme.
- Commission: This is an amount described on the Miva referral programme webpage (or if applicable, in the programme Policies) for every Customer Transaction.
- “Miva Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
- Miva Products: Refers to our degree programmes and other Products.
- Degree programmes: Refers to all degree programmes that are created, developed, operated, and maintained by Us and accessible through our website.
2) ASSENT & ACCEPTANCE
By submitting an application to our Referral programme, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please leave the website immediately and do not submit an application to our Referral programme. This Agreement specifically incorporates by reference any Terms of Conditions, Privacy Policies, End-User License Agreements, or other legal documents which we may have on our website.
3) PROGRAM SIGN-UP
In order to sign up for our Referral programme, you will first be asked to submit a Referral Application to join.
Submitting a Referral Application does not guarantee inclusion in the Referral programme. We evaluate each and every application and are the sole and exclusive decision-makers on Referral acceptance. If we choose not to allow your inclusion in the Referral programme, we will attempt to notify you in a reasonable manner. If you do not hear from us within a reasonable time frame, please consider your application rejected. We are not obligated to provide you any explanation for your rejection, but please be advised we may reject applicants for any reason or manner, including but not limited to a website or social media page which violates our Acceptable Use Policy.
If your Referral Application is rejected, you may not reapply. If your Referral Application is accepted, each of the terms and conditions in this Agreement applies to your participation. We may also ask for additional information to complete your Referral Application or for you to undertake additional steps to ensure eligibility in the Referral programme.
4) REFERRAL PROGRAMME
As an education technology platform, we adhere to the highest standards of decency and expect Referral Site(s) to do the same. You understand and agree that all content on your Referral Site(s) must be appropriate, civil, and tasteful, and must adhere to generally accepted internet etiquette and behavior. and must not:
- be offensive, obscene, indecent, pornographic, lewd, suggestive or sexually explicit.
- depict violence in an explicit, graphic or gratuitous manner.
- be blasphemous or in breach of racial or religious hatred or discrimination legislation.
- be deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful or inflammatory.
- cause annoyance, inconvenience or needless anxiety to any person.
- constitute spam.
- You agree not to engage in Black Hat SEO to generate more referrals for your Referral codes, including, but not limited to:
- Cloaking (i.e., showing one piece of content to search engines and another to the website viewer)
- Keyword stuffing (i.e., filling your content with irrelevant keywords)
- Blog comment spam (i.e., spamming other blogs with your Referral code in the comments)
- You agree not to bid on keywords containing “Miva” including any misspelling or variations thereof or in sequence with any other keyword(s), for Pay-Per-Click or Pay-Per-Impression campaigns on any search engine (including, but not limited to, Google, Yahoo, Bing, or MSC) or any social media platform (including, but not limited to, Facebook, Instagram, or Pinterest).
- You agree that your domain or sub-domain name shall not contain “Miva” including any misspelling or variations thereof.
- You agree that your social media accounts shall not contain “Miva” including any misspelling or variations thereof, in the username or page name.
- You agree not to “self-refer” using your Referral codes, meaning only transactions with other persons will result in Referral commissions.
- You agree not to post your Referral code on our social media accounts in an attempt to generate more referrals.
- You agree not to advertise through a sub-referral network since any and all referrers must agree to these Terms and Conditions.
- You agree not to offer any promotional offer or price-saving method, including, but not limited to, coupons or discount codes, without our approval.
- You agree that your website (any website that you link to miva.university) will not give the impression that it is miva.university or any part of Miva University
5) AFFILIATE SITE AND ADVERTISING
After your acceptance into the Referral programme, you must ensure your account is set up thoroughly, including specific payout information and location (such as a bank or online account which we may use to post payment).
Please be advised that below is a general description of the Referral programme. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement.
Sales: We will provide you with a specific Referral Link or Referral code(s), personalized to you as a Referrer, for your promotion (collectively, “Referral Link”). The Referral Link/code will be keyed to your identity. You hereby agree to fully cooperate with us regarding the Referral Link/code and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Referral Link/code at all times. We may modify the Referral Link/code or codes and will notify you if we do so. You agree to only use codes/Links that are prior approved by us and to display the Referral code prominently on your website or social media page, as described in your Referral Application (collectively, the “Referral Site”).
No cookie stuffing: You agree not to use cookie “stuffing,” or other techniques which may incorporate a tracking code without specific knowledge of the online user.
All information that will be displayed on the Referral Site regarding the Company must be approved by us in writing prior to display.
Each time a user uses the Referral Code/Link on the Referral Site and we determine it is a Qualified Enrollment, as described below, you will be eligible to receive the following amount:
- One Academic Session: ₦20,000 (Twenty Thousand Nigerian Naira)
- First Semester: ₦10,000 (Ten Thousand Nigerian Naira)
- Second Semester Payment: Additional ₦10,000 (Ten Thousand Nigerian Naira) commission.
N/B: When a referred student makes a second semester payment after making a First Semester payment, the Referrer is eligible for an additional ₦10,000 (Ten Thousand Nigerian Naira) commission.
6) NON-EXCLUSIVITY
This Agreement does not create an exclusive relationship between you and us. You are free to work with similar referral programme providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose.
7) SPECIFIC TERMS APPLICABLE
We will determine whether the payout is permissible in our sole and exclusive discretion. We reserve the right to reject clicks and/or sales that do not comply with the terms of this Agreement.
Processing and fulfillment of orders will be our responsibility. We will also provide real-time data regarding your account with us through the Referral Platform we will provide you.
As described above, in order to be eligible for payout, user clicks must be “Qualified Clicks.” Qualified Clicks/Enrollement:
- Are clicks arriving to our website/app or websites/app through properly formatted links on the Referral Site;
- Are clicks arriving to our website/app or websites/apps through the Referrer’s specifically approved sites only (no other websites or social media pages);
- Are clicks arriving on our website/app which relate to one specific user: and
- Are not clicks sent by a bot or other automated web programme.
- Are not clicks using fraudulent methods such as pop-ups, pop-unders, or iFrames, to automatically open Miva websites/apps.
User Referral must be a “Qualified Enrollment.” Qualified Enrollment:
- Must not be referred by any other partner or Referral codes of the Company (in other words, Qualified Enrollment are only available through your specific Referral code;
- May not be enrolled by an already-existing partner or referrer of the Company;
- May not be enrolled prior to the Referrer joining the Referral programme;
- May only be enrolled through a correct Referral code;
- May not be enroled by a customer in violation of any of our legal terms or Acceptable Use Policy;
- May not be enrolled by a code that is not correct;
- May not be fraudulent in any way, in the Company’s sole and exclusive discretion;
- May not be enrolled after the expiration of 15 days following the customer’s initial enrollment;
- May not be enrolled after termination of these Terms & Conditions.
The rate of commissions payable by us shall be as stated on the dashboard in the Referral Platform.
We may change the rate of commissions and incentives in our discretion on notice to you.
We may offer to selected Referrers bespoke flat rates in respect of specific campaigns (which shall replace any commissions stated on the dashboard) by written notice to the Referrer. Execution of the campaign by the Referrer shall be deemed acceptance of the notified flat rates.
8) PAYOUT INFORMATION
Payouts will only be available when the Company has your current address information as well as accounting and tax documentation. You may/may not be asked to submit a W8/W9 tax form. Accounting information may include the routing and account number of a bank where you wish to post a direct deposit or may include an email address for an online method of payment.
Currently, the Company employs the following methods of payout:
Bank Transfer
For any changes in your address or accounting information, you must notify us immediately and we will endeavor to make the changes to your payout information as soon as possible.
Payouts will be available the month or period after they accrue. For example, if payouts are made every 15 days, an entire 15-day period must finish for the payout of that period to be available in the following period.
We explicitly reserve the right to change payout information at our sole and exclusive discretion. If we do so, you will be notified.
Payouts are also subject to the following restriction:
- Payouts are only available after you have been working with us for at least the following amount of time: 4 Weeks.
- Payouts are only available when a minimum amount of 10,000 Naira has been accrued as a result of your sales activity.
For any disputes as to payout, the Company must be notified within thirty days of your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.
9) REPORTS
You may log into the Referral Platform we provide to review reports related to your referral, such as enrollment. Please be advised, however, that not all listed enrollment have been fully reviewed for accuracy in the reports viewable by you in real-time and therefore may be subject to change prior to payout.
10) CONFIDENTIALITY
You shall keep confidential any and all commercial, operational, and other documents and information relating to Miva’s business, and shall not disclose or reproduce such information without the prior express written consent of Miva.
You will not issue any press release or make any other public communication with respect to these Terms and Conditions or your participation in the Miva Referral programme.
You shall comply with Miva’s Data Privacy Policy and related procedures, to ensure that Miva is in compliance with applicable data protection laws, including protecting the security of all personal data obtained in the performance of the services, and obtaining consent from individuals for processing their data on your Referral site, either through a privacy and cookie notice or otherwise as may be required by relevant laws, how you collect, use, store, and disclose their personal data, including, where applicable, that third parties (including Miva) may use such data for advertising purposes.
11) TERM, TERMINATION & SUSPENSION
The term of this Agreement will begin when we accept you into the Referral programme. It can be terminated by either Party at any time with or without cause.
You may only earn payouts as long as you are an Referrer in good standing during the term. If you terminate this Agreement with us, you will qualify to receive payouts earned prior to the date of termination.
If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights, including the right to any unclaimed payout.
We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.
At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
12) INTELLECTUAL PROPERTY
You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company (“Company IP”).
Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our websites in conjunction with the Referral programme and use the Company IP solely and exclusively in conjunction with identifying our company and brand on the Referral Site to send customers to the Referral Links we provide. You may not modify the Company IP in any way and you are only permitted to use the Company IP if you are an Referrer in good standing with us.
We may revoke this license at any time and if we find that you are using the Company IP in any manner not contemplated by this Agreement, we reserve the right to terminate this Agreement.
Other than as provided herein, you are not permitted to use any of the Company IP or any confusingly similar variation of the Company IP without our express prior written permission. This includes a restriction on using the Company IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.
Please be advised that your unauthorized use of any Company IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary damages or legal fees and costs.
You hereby provide us a non-exclusive license to use your name, trademarks and servicemarks if applicable and other business intellectual property to advertise our Referral programme.
13) MODIFICATION & VARIATION
The Company may, from time to time and at any time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don’t agree to the update or replacement, you can choose to terminate this Agreement as described below.
- To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
- You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement.
14) RELATIONSHIP OF THE PARTIES
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Company and will remain so at all times.
15) ACCEPTABLE USE
You agree not to use the Referral programme or our Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Referral programme in any way that could damage our websites, products, services, or the general business of the Company.
- You further agree not to use the Referral programme:
- To harass, abuse, or threaten others or otherwise violate any person’s legal rights
- To violate any intellectual property rights of the Company or any third party;
- To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
- To perpetrate any fraud;
- To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
- To publish or distribute any obscene or defamatory material;
- To publish or distribute any material that incites violence, hate, or discrimination towards any group;
- To unlawfully gather information about others.
16) AFFILIATE OBLIGATIONS & FTC COMPLIANCE
You are responsible for ensuring the operation and maintenance of the Referral Site, including technical operations, written claims, links, and accuracy of materials. You must ensure, as noted above, that the Referral Site does not infringe upon the intellectual property rights of any third party or otherwise violate any legal rights.
We may monitor your account, as well as clicks and/or purchases coming through your account. If we determine you are not in compliance with any of the terms of this Agreement, we have the right to immediately terminate your participation in the Referral programme.
We require all of our Referrers to comply with all applicable statutes, regulations, and guidelines set by the federal government, through the Federal Trade Commission, as well as state and local governments as mandated. The Federal Trade Commission requires that referrer relationships, such as the relationship between you and the Company, be disclosed to consumers.
We recommend that you seek independent legal counsel to advise you of our obligations to disclose in this manner.
You are required to post a conspicuous notice on your website regarding the Referral programme. The notice does not have to contain the precise words as the example given below, but should be similar:
We engage in referral marketing whereby we receive funds through clicks to our Referral programme through this website or we receive funds through the sale of goods or services on or through this website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.
We also require you to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact your country of residence or your visitors. Such regulations include, but are not limited to, any applicable laws in the United States or the General Data Protection Regulation of the European Union. We also require that you implement adequate organizational and technical measures to ensure an appropriate level of security for the data that you process. Further, you hereby agree to comply with any requests which we may make to you regarding compliance with the General Data Protection Regulation or requests which you may receive from data subjects.
If we find you are not in compliance with any of the requirements of this subpart, we may terminate our relationship with you at our sole and exclusive discretion.
17) REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
- Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites, apps or services;
- Violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
18) DATA LOSS
The Company does not accept responsibility for the security of your account or content. You agree that your participation in the Referral programme is at your own risk.
19) INDEMNIFICATION
You agree to defend and indemnify the Company and any of its agents (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to your use or misuse of the Referral programme, your breach of this Agreement, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense if the Company wishes.
20) SPAM POLICY
You are strictly prohibited from using the Referral Programme for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails. You further agree not to use the Referral Programme to:
- To harass, abuse, or threaten others or otherwise violate any person’s legal rights.
- To violate any intellectual property rights of the Company or any third party.
- To upload or otherwise disseminate any computer viruses or other software that may damage the property of another.
- To perpetrate any fraud.
- To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme.
- To publish or distribute any obscene or defamatory material.
- To publish or distribute any material that incites violence, hate, or discrimination towards any group.
- To unlawfully gather information about others.
You are strictly prohibited from using the Referral programme for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
21) ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to the Referral programme. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
22) SERVICE INTERRUPTIONS
The Company may need to interrupt your access to the Referral programme to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
23) NO WARRANTIES
You agree that your use of the Referral programme is at your sole and exclusive risk and that any services provided by us are on an “As Is” basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Referral programme will meet your needs or that it will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Referral programme is your sole responsibility and that the Company is not liable for any such damage or loss.
24) LIMITATION ON LIABILITY
The Company is not liable for any damages that may occur to you as a result of your participation in the Referral programme, to the fullest extent permitted by law. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
25) GENERAL PROVISIONS:
- LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
- JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Referral programme, you agree that Alabama shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Abuja, Nigeria. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non-conveniens or similar doctrine.
- ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Jabi. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of Alabama. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
- ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
- SEVERABILITY: If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
- NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.
- HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
- FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
- ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email or fax. For any questions or concerns, please email us at the following address: referrals@miva.university
