1.1

This Programme is available only to, and may only be used, by an eBay member in good standing. eBay Memberships must reflect the following to registration for the Education Specialist Programme and “The Basics of Selling on eBay” Course :

• Have been registered with eBay for 90 days or more
• Be a seller in good standing on eBay, with a minimum of 30 feedback
• At least 50% of your feedback must be from selling items

To register on eBay, clickTo register on eBay, click: Here.

1.2

You are required to take “The Basics of Selling on eBay” Course (“Course”) and pass the end-of-Course exam in order to become a “Qualified User” allowed to use the title “Education Specialist trained by eBay.” This title is non-transferable from the original individual who successfully passed the course exam. This base Course is required and is a pre-requisite to teaching any additional courses offered by the Programme.

1.3

If you are not an eBay employee, You agree that You will not represent Yourself as an eBay employee or agent of eBay. Further, You understand that your relationship is with ARI, not with eBay, and that ARI is not acting on behalf of eBay. If you are a current eBay employee, you agree that the opinions expressed by You in the context of this Programme are as an independent Education Specialist, not as an employee of eBay Inc. Further, the Services offered by You are provided as an independent Education Specialist, not as an employee of eBay Inc and You understand that your relationship for this Programme is with ARI, not with eBay, and that ARI is not acting on behalf of eBay.

1.4

Programme Logo License. eBay has designed a logo for the Programme that identifies Qualified Users as “Education Specialists trained by eBay” (the “Programme Logo”). When You become a Qualified User, You may use the Programme Logo in the form provided by ARI and eBay for approved purposes in accordance with certain restrictions and guidelines for any course(s) that You are authorized to teach under the Programme. Only Certified Education Specialists who have passed the Certified exam and remain in the Programme will have access to the “Certified Programme Logo” and are the only Education Specialists that are permitted to use this logo. Access to logos may only be obtained from the poweru.net web site by logging into your instructor account. You may not copy the logo from anywhere else on the internet. Subject to the terms and conditions stated on the eBay site the eBay site (see code for URLS), eBay grants to Qualified Users a non-exclusive, worldwide license to use the Programme Logo solely as set forth on the eBay site. You understand that eBay and/or PowerU may immediately terminate or amend the permitted usage of the Programme Logo if, in its reasonable discretion, your use of the Programme Logo tarnishes, blurs or dilutes the quality associated with eBay or the eBay site. Title to and ownership of the Programme Logo shall remain with eBay. You shall use the Programme Logo exactly in the form provided. You shall not use any name, trademark or website confusingly similar to any eBay trademark or to the Programme Logo, and/or in such proximity to any of such trademarks of your own or third-party trademarks so as to create a combination or composite mark. Without limiting the foregoing, if eBay modifies the Programme Logo and requests Qualified Users to modify any use accordingly, You shall modify such items as soon as commercially practical. You shall not take any action inconsistent with eBay’s ownership of the Programme Logo, and any benefits accruing from use of the Programme Logo shall automatically vest in eBay. All license rights (under any applicable intellectual property right) granted herein are not sublicenseable, transferable or assignable, except as otherwise provided herein. Logo placement on websites, flyers and business cards is allowed only when advertising or promoting the course(s) for which You have achieved approved training. You may not use it in any other circumstances without prior written permission from PowerU. You may only use the Programme logo in your eBay listings and/or your About Me and My World pages to further promote the Programme as long as those listings or profile pages do not advertise educational courses or materials that are not part of the Education Specialist Programme.

1.5

eBay and ARI own all content provided in this Programme.

1.6

When delivering the materials as an Education Specialist, instructional materials may not be altered in anyway. Reasonable modifications to the delivery of the material are acceptable. For example; You may have time constraints or find that your audience needs to spend more time on a specific subject.

1.7

The title “Education Specialist trained by eBay” may only be used when You are using the content and curriculum that is provided in this Programme and that You are authorized to teach. The use of the term "Certified" is not permitted without achieving the status of Certified Business Consultant.

1.8

The authorized curriculum is to be delivered in a “live” setting. The only authorized form of distance learning is when a presentation is manually videotaped and that videotape is manually delivered to the student. All student materials must be acquired by the instructor (whether through purchase or download) from the Instructor website. Those materials must then be manually delivered to the student. No means of electronic distribution of training presentation or course material is permitted. If You do teach courses online, You may not do so as an Education Specialist and You may not use materials provided by the Programme.

2.1

If You elect to utilize an external website to promote Yourself as an Education Specialist trained by eBay, You agree that these web pages will be for the sole purpose of describing educational events and information about such events, and You are strictly prohibited from advertising goods for sale either on eBay or otherwise. You may display the Education Specialist logo on this web site. Note that ARI can provide a web site for You at an extra cost.

2.2

You will have access to a directory page on the PowerU web site, which will provide users with information about Education Specialists’ Courses and locations. You agree to keep the web site, hosted by ARI, current and accurate with regards to upcoming training events for any courses that You are authorized to teach. When providing external links from the Directory, destinations must only focus on You as a trainer and your authorized training events.

2.3

You will also have access to an administrative portion of the web site hosted by ARI (also known as the Instructor Portal). Before each class, You may order student training material (Student Manuals) and indicate information about your class, which will include the number of students. Upon class completion, You will provide an update via the administrative web site to indicate completed classes and to note the successful delivery of your approved Course and number of attendees in said Course.

2.4

You will encourage students to access the site to provide feedback evaluations about You and the Course after each class. You will notify your students that PowerU will collect their email address to their database for purposes of record keeping and quality control. You may not take any actions that might undermine the integrity of the evaluation system.

2.5

While You are not required to actually conduct courses, You are required to encourage students to leave feedback on the evaluation site. Of these evaluations, You must maintain an overall seventy-five percent (75%) positive Instructor Rating to maintain the status as Education Specialist.

2.6

ARI in association with eBay Inc. reserves the right to revoke access to the Education Specialist site and to revoke use of the Education Specialist title to anyone who does not meet and/or maintain the minimum eligibility requirements or violates any portion of this user agreement.

2.7

The program is only available to residents of the authorized countries. Currently, the United States, the United Kingdom, Ireland, Canada, Singapore, Thailand, Malaysia and the Philippines are the only authorized countries to offer the Education Specialist Program. To retain eligibility, one must maintain continued residence in the approved country for the duration of subscription to the Education Specialist Program and your eligible Course(s). Refund terms are outlined in 3.8 in the event of change of residence. Individuals discovered to be participating in a specific country's program for which they are not a resident will be immediately removed from the Program with no refund.

2.8

It is the responsibility of the Instructor to ensure that all account information is accurate, reachable and current in the PowerU records. This includes but is not limited to contact information (email, phone, address), valid IDs (username, eBay ID) and biography. Inability to provide accurate and current contact information in the PowerU records may results in temporary or permanent suspension from the Education Specialist Program.

3.1

Fees for taking the eBay Education Specialist Training Course “The Basics of Selling on eBay” are initially set at $149.00 USD and include Course work, instructor packet and access to various administrative and directory sites hosted by ARI. Replacement instructor packet items (in whole or in part) may be purchased for additional fee(s) in the event of loss or theft (within or beyond the Instructor’s control) by individuals who have successfully completed “The Basics of Selling on eBay” final exam and are in good standing within the Education Specialist Programme. (Standard 30 day refund policy from date of purchase applies.) There will be an additional fee for any new courses made available to those involved in the Education Specialist Programme. Each individual is permitted two chances to take each required course exam without penalty. Additional opportunities to attempt the course exams are currently administered at $49.00 USD per 2 additional chances.

3.2

Once You qualify, your status will be good for one year from date of payment as an instructor of each course. You may renew on an annual basis to maintain your status and receive updates to training materials by paying the renewal fee: "The Basics of Selling on eBay" curriculum is currently set at $49.00 USD per year. There will be an additional renewal fee for any new courses made available to those involved in the Education Specialist Programme. Extensions will not be provided for any reason beyond the stated renewal date for each course as automated email reminders are sent on 3 separate occasions from the PowerU system to the email address provided by the program participants.

3.3

An additional fee will be charged for each student packet, which includes approved eBay materials for your students (“Student Manual”). You may pass the cost of this Student Manual to your students. Student Manuals are to be only sold to students actively participating in your training events. The current cost for the "Basics of Selling on eBay" Student Manual is currently $20.00 USD plus shipping. Pricing may vary for the various courses made available to those involved in the Education Specialist Programme and may change at any time without notice.

3.4

All Fees are subject to change without notice.

3.5

Watermarked Student Materials are also available free of charge from the ARI web site in the form of a downloadable PDF document to qualified Instructors of each course. You may not charge students for these free Student Materials. The free Student Materials are not intended for print production via retail copy/print centers, but rather to enable a limited supply (1-5 copies) obtained from a home/office printer and/or photocopy machine. Due to this intent, this Agreement does not grant permission of mass reproduction of student materials from local retail copy/print centers. Misuse of these watermarked Student manuals in whole or in part will result in loss of individual membership in the Education Specialist Programme. eBay and ARI reserve the right to remove access to these downloadable PDF student manuals on an individual or Programme level without notice.

3.6

eBay or ARI may, at its sole discretion, change some or all of the services offered by ARI at any time. In the event ARI introduces a new service, the fees for that service are effective at the launch of the service.

3.7

Unless otherwise stated, all fees are quoted in US dollars. You are responsible for paying all fees associated with using ARI and/or eBay’s services and the Site, as well as all applicable taxes.

3.8

Loss of eBay Membership: Individuals who have purchased and received materials but have not attempted and/or completed the Education Specialist Programme’s “The Basics of Selling on eBay” exam, and who subsequently become a suspended member of eBay within the first six months of membership in the Education Specialist Programme may be eligible for a refund (less administrative fees) upon returned receipt of unused course materials. Note all materials in the Initial Programme Instructor Kit must be returned at applicant's cost and in perfect condition in order to receive a refund. If materials are unable to be returned or are returned in less than perfect condition, refund will be less $50.00 USD for material costs (in addition to administrative fees.) Refunds for the Programme fee will not be granted in the event of losing eBay membership if an individual has reached the stage of passing their Education Specialist Programme’s “The Basics of Selling on eBay” exam or if it has been over six months since initially joining the Programme. Instead, individuals who have passed the online exam will be demoted to an “inactive” status. If the user is able to resolve their eBay membership within the 12 months of the subscription cycle to that of a member of eBay in good standing, the status will be reset to “active”. While in the “inactive” status, the individual is not permitted to use the logo or curriculum and will not have access to the Instructor Portal.

All other circumstances: Individuals who have purchased and received materials but have not attempted and/or completed the Education Specialist Programme’s “The Basics of Selling on eBay” exam within the first 6 months of Programme subscription may be eligible for a refund (less administrative fees) upon receipt of unused course materials. Note all materials in Instructor Kit must be returned at applicant's cost and in perfect condition in order to receive a refund. If materials are unable to be returned or are returned in less than perfect condition, refund will be less $50.00 USD for material costs (in addition to administrative fees.) Refunds for the Programme fee will not be granted in the event that an individual has reached the stage of passing their Education Specialist Exam. Instead, they will be demoted to an “inactive” status. If the user is able to resolve their circumstance(s) within the 12 month subscription the status will be reset to “active”. While in the “inactive” status, the individual is not permitted to use the logo or curriculum and will not have access to the Instructor site. If the circumstance is resolved after the 12 month subscription period, you may return to the Instructor Portal to purchase the Programme at the Programme fee current at time of re-purchase. You will also be required to meet the entry eligibility requirements as well as re-take the online course and exam.

4.1

Definition. "Your Information" is defined as any information You provide to ARI and/or eBay in the Instructor Database, Instructor Directory or eBay Discussion Boards. You are solely responsible for Your Information, and ARI and eBay act as a passive conduit for online distribution and publication of Your Information.

4.2

Use. Your Personal Information (information other than the information you post to the public directory) will only be available to eBay, Inc. and ARI. By providing your Information, You give permission for ARI to contact You only with regards to Programme updates and information.

4.3

Restricted Activities. Your Information (or any items listed) and your activities on the Site shall not: (a) be false, inaccurate or misleading; (b) infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (c) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti discrimination or false advertising); (d) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (e) be obscene or contain child pornography or, if otherwise adult in nature, be harmful to minors (f) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer Programmeming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) create liability for ARI or eBay or cause ARI or eBay to lose (in whole or in part) the services of ARI or eBay’s ISPs or other suppliers.

4.4

License. Solely to enable ARI or eBay to use the information You supply to us, so that ARI and eBay are not violating any rights You might have in that information, You agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity and database rights (but no other rights) You have in your Information in any media now known or not currently known. ARI and eBay will only use your Information in accordance with their respective Privacy Policies. To view eBay’s Privacy Policy, go to http://www.ebay.com.my/helpIndex?page=helpPolPrivacy To view ARI’s Privacy Policy, go to http://www.espmalaysia.com/ebay/privacy.

7.1

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARI, eBay AND eBay’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS PROVIDE THIS WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESSED, IMPLIED OR STATUTORY. ARI AND eBay, THEIR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states/countries do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to You. This warranty gives You specific legal rights and You may also have other legal rights that vary from state/country to state/country.

7.2

ARI and eBay do not guarantee continuous, uninterrupted or secure access to their services, and operation of the Site may be interfered with by numerous factors outside of the companies’ control.

14.1

Governing Law and Venue. This Agreement shall be governed in all respects by the laws of the State of North Carolina as such laws are applied to agreements entered into and performed entirely within North Carolina between North Carolina residents. The Parties consent to venue in the federal and state courts located in Wake County, North Carolina.

14.2

Waiver and Amendment. No waiver, amendment or modification of any provision hereof (“Amendment”) or of any right or remedy hereunder shall be effective unless made in writing and signed by the Party against whom such Amendment is sought to be enforced. This Agreement may only be amended by a writing signed by both Parties. No failure by any Party to exercise and no delay by any Party in exercising any right, power or remedy with respect to the obligations secured hereby shall operate as a waiver of any such right, power or remedy.

14.3

Assignment. ARI shall have the right at its sole discretion to assign this Agreement without your prior written consent. You may not assign this Agreement or your rights hereunder. This Agreement shall be binding upon and inure to the benefit of the successors and the permitted assignees.

14.4

Force Majeure. No Party shall be liable under this Agreement by reason of any failure or delay in the performance of its obligations under this Agreement on account of strikes, shortages, riots, insurrections, fires, floods, storms, explosions, acts of nature, acts of terrorism, war, governmental action, labor conditions, earthquakes, material shortages or any other cause that is beyond the reasonable control of such Party.

14.5

Entire Agreement. This Agreement and the accompanying exhibits (“Exhibits”), if any, constitute the entire understanding and agreement of the Parties hereto with respect to the subject matter hereof and supersede all prior agreements or understandings, written or oral, between the Parties hereto with respect to the subject matter hereof.

14.6

Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void or unenforceable, such provision shall be enforced to the maximum extent possible and the remaining provisions of this Agreement shall continue in full force and effect to the maximum extent permissible without being impaired or invalidated in any way.

14.7

Full Power. Each Party warrants that it has full power to enter into and perform this Agreement, and the person signing this Agreement on each Party’s behalf has been duly authorized and empowered to enter into this Agreement.

14.8

Survival. The Parties agree that their respective rights, obligations and duties under which by their nature extend beyond the termination of this Agreement shall survive any termination.

14.9

Interpretation; Absence of Presumption.

For purposes hereof,

• the terms "hereof," "herein" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as whole (including all Exhibits hereto, if any) and not to any particular provision of this Agreement. Article, Section and Exhibit references are to the Articles, Sections and Exhibits to this Agreement unless otherwise specified;
• the word "including" and words of similar import when used in this Agreement mean "including, without limitation," unless the context otherwise requires or unless otherwise specified;
• the word "or" shall not be exclusive;
• provisions shall apply, when appropriate, to successive events and transactions;
• all references to any period of days shall be deemed to be to the relevant number of calendar days; and
• the word "shall" is mandatory.

This Agreement shall be construed without regard to any presumption or rule requiring construction of interpretation against the Party drafting or causing any instrument to be drafted.