Affiliate Marketing Agreement Standard Terms

STANDARD AFFILIATE MARKETING TERMS

Affiliate Marketing Agreement
1. The Agreement signed by the Affiliate sets out certain terms that are specific to the marketing affiliate relationship between the Company and the Affiliate in relation to the Qualifying Course. In addition to the terms set out in the Agreement, these Standard Affiliate Marketing Terms (the “Standard Terms”) apply to all affiliates and are incorporated into the Agreement signed by the Affiliate. Any reference to the “Agreement” will be considered to include the terms set out in these Standard Terms.
Website Terms and Conditions
1. These Standard Terms specifically incorporate by reference the Website’s (as defined below) Terms and Conditions, Privacy Policy, and other legal documents that the Company may have on its Website as of the Effective Date (collectively, the “Website Terms”). The Affiliate represents and warrants to the Company that they have read the Website Terms and agrees to be bound by the terms of the Website Terms.
Definitions and Interpretation
1. In addition to the capitalized terms defined elsewhere in the Agreement and these Standard Terms, the following terms have the following meanings:
  1. “Affiliate Program” is the Company’s program for marketing affiliates as described in the Agreement and these Standard Terms.
  2. “Calendar Quarter” means the calendar quarters that make up the calendar year, being:
    1. Q1: January, February, and March;
    2. Q2: April, May, and June;
    3. Q3: July, August, and September; and
    4. Q4: October, November, and December.
  3. “Qualifying Code” means the discount code corresponding to the Qualifying Course, which will be provided by the Company to the Affiliate for use by the customers generated by the Affiliate for the Qualifying Course.
  4. “Qualifying Course Sales” means gross revenues received by the Company from the sale of the Qualifying Course to customers using the Qualifying Code, less chargebacks and refunds.
  5. “Website” means the Company’s website located at https://thefemininityprojectinc.com.
2. The headings appearing in the Agreement and these Standard Terms are used for convenience of reference only and will not affect the interpretation of the Agreement or the Standard Terms.
3. All terms set out in the Agreement, including the background information, form a part of the Agreement.
Affiliate Program
1. The Affiliate must create a marketing affiliate account through the Company’s Website, or as otherwise directed by the Company, (an “Affiliate Account”), including providing information for receipt of Payouts (as defined below).
2. The Company will provide the Affiliate with a Qualifying Code corresponding to the Qualifying Course to be promoted by the Affiliate. The Qualifying Code will be linked to the Affiliate’s identity and will be tracked through the Company’s internal Affiliate Program system.
3. The Affiliate will display the Qualifying Code on the Affiliate’s website, social media page(s), or other websites or platforms (collectively, the “Online Platforms”) as determined by the Affiliate.
4. The Affiliate acknowledges that the Affiliate Account will be operated by AffiliateWP, a third-party service provider, and use of the Affiliate Account will be subject to the terms of use and privacy policy of AffiliateWP. The company does not control and will not be responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within the AffiliateWP platform, including the Affiliate Account. The Affiliate is responsible for reading, understanding, and complying with the terms of use and privacy policy of AffiliateWP.
Expenses
1. For greater certainty, the Affiliate is responsible for any and all expenses incurred by the Affiliate in providing the services under the Agreement including, but not limited to, advertising spends and software subscriptions.
Payout of Commissions
1. The Company will pay out Commissions to the Affiliate (each a “Payout”) on a quarterly basis with each payment to be made no later than 30 days after the last day of each Calendar Quarter.
2. The Company currently employs the following methods of payment for Payouts: (a) direct deposit; and (b) Interac e-transfers, but the Company reserves the right to change its methods of payment for Payouts in its sole and exclusive discretion at any time.
3. The Affiliate must keep the information in their Affiliate Account up-to-date, including updating their Affiliate Account within five business days of any changes in the Affiliate’s information for Payout. The Company will make reasonable efforts to implement changes to the Affiliate’s Payout information as soon as possible. The Affiliate acknowledges that updated information for Payouts may take up to 10 days to implement.
Promotional Methods
1. The Affiliate must strictly adhere to all applicable laws, regulations, and legal obligations in conducting their business and, more specifically, in marketing and promoting the Company or the Qualifying Course.
2. The Affiliate will be solely responsible for the accuracy and appropriateness of all materials that appear on their Online Platforms and communications with potential customers of the Company.
3. The Affiliate may not, in their promotion of the Company or the Qualifying Course: (a) send unsolicited emails or any other form of communication that does not comply with Canada’s Anti-Spam Legislation, as amended from time to time, or other applicable anti-spam laws and regulations; or (b) use any form of predatory advertising methods.
4. For greater certainty, “predatory advertising methods” refers to any method that creates or overlays links or banners on websites, spawns browser windows, or any method invented to generate traffic from a website without that website owner’s knowledge, permission, and participation, including, but not limited to, keyword parsing, browser plugins, banner replacement technology, browser spawning technology that is not website dependent, IFrames, or cookie stuffing.
5. The Affiliate may not use the Affiliate Program for any spam activities, including, but not limited to, gathering email addresses or personal information from others or sending any mass commercial emails.
Affiliate Disclosure
1. The Affiliate must comply with all applicable laws, regulations, and guidelines related to advertising standards including, but not limited to, the guidelines set by Ad Standards Canada (“Ad Standards”) requiring that marketing affiliate relationships be disclosed to consumers.
2. In compliance with Ad Standards marketing affiliate disclosure requirements, the Affiliate must post a clear and prominent notice on each of its Online Platforms regarding their participation in the Company’s Affiliate Program in accordance with Ad Standards requirements.
Use of Company Brand
1. The Affiliate must not run any pay-per-click or other paid search campaigns that bid on keywords such as the Company’s name, its trademarks, the Qualifying Course name, or any variations or misspellings of the above.
2. The Affiliate must not incorporate the Company’s name, its trademarks, the Qualifying Course name, or any variations or misspellings of the above in any domain name(s), meta tags, source code, or hidden text of webpages comprising any of the Affiliate’s Online Platforms.
Use of Affiliate Program
1. The Affiliate will not use the Affiliate Program for any unlawful purpose or any purpose prohibited under the Agreement.
  The Affiliate will not use the Affiliate Program in any way that could damage the websites, products, services, or the general business of the Company.
2. In particular, the Affiliate will not use the Affiliate Program to:
  1. harass, abuse, or threaten others or otherwise violate any person’s legal rights;
  2. violate any intellectual property rights of the Company or any third party;
  3. upload or otherwise disseminate any computer viruses or other software that may damage the property of any person;
  4. perpetrate any fraud;
  5. engage in, or create, any unlawful gambling, sweepstakes, or pyramid scheme;
  6. publish or distribute any obscene or defamatory material;
  7. publish or distribute any material that incites violence, hate, or discrimination towards any group; or
  8. unlawfully gather information about others.
Representations, Warranties, and Covenants
1. The Affiliate represents, warrants, and covenants to the Company that:
  1. the Affiliate (or the principal influencer, if the Affiliate is a company) is at least 19 years of age;
  2. the Affiliate has full right, power, and authority to enter into and be bound by the terms of the Agreement and to perform their obligations under the Agreement without the approval or consent of any other party;
  3. the Affiliate owns all right, title, and interest in, or otherwise has full right and authority to permit the use of all material or information posted by the Affiliate on the Online Platforms relating to the Qualifying Course or the Company;
  4. any material or information posted by the Affiliate on the Online Platforms relating to the Qualifying Course or the Company does not infringe the rights of any third party, and use of such information does not and will not violate the rights of any third parties;
  5. any material or information posted by the Affiliate on the Online Platforms relating to the Qualifying Course or the Company will not violate any applicable laws or regulations including, but not limited to, privacy, anti-spam, advertising, copyright, trademark, or other intellectual property laws or regulations;
  6. the Affiliate will not make any false or misleading claims regarding the Qualifying Course or the Company;
  7. the customers the Affiliate refers to the Company will be unique, genuine, and valid;
  8. the content of the Affiliate’s Online Platforms will not otherwise violate the terms of the Agreement; and
  9. the Affiliate has and will continue to comply with all laws, regulations, guidelines, and requirements, including advertising standards and social media, website, and mobile application terms of use and privacy policies, as they relate to the services provided under the Agreement.
Confidentiality
1. Each party (the “Receiving Party”) who receives Confidential Information (as defined below) disclosed to it by the other party (the “Disclosing Party”) will: (a) take all reasonable steps to protect that Confidential Information from any use, reproduction, publication, disclosure, or distribution except as authorized by the Agreement; and (b) restrict disclosure of that Confidential Information to its directors, officers, employees, agents, and professional advisors (as applicable) and on a need-to-know basis for the purpose of discharging its obligations to the Disclosing Party under the Agreement. Each party, as Receiving Party, will be responsible and liable for any breach of this Section 12 by such persons.
2. “Confidential Information” means the terms of the Agreement and any type of information, data, or material relating to one party, as Disclosing Party, that is disclosed to or otherwise acquired by the other party, as Receiving Party, whether before, on, or after the Effective Date, including all data, information, and materials, whether disclosed orally, in writing, or in electronic form, relating to: (a) the business, operations, services, processes, methodologies, or intellectual property of the Disclosing Party, including know-how, trade secrets, concepts, designs, financial data and pricing, business plans and models, business strategies, and information entrusted to the Disclosing Party or its directors, officers, or employees by third parties; and (b) past, current, and potential customers, suppliers, and partners of the Disclosing Party.
3. Notwithstanding the above, Confidential Information will not include any information that is in the public domain or becomes publicly known through no fault of the Receiving Party or is otherwise properly received from a third party without an obligation of confidentiality.
  The Affiliate agrees that the Company may identify the Affiliate as a marketing affiliate of the Company and a participant of the Affiliate Program as long as the Affiliate remains in the Affiliate Program.
Intellectual Property
1. The Company is the exclusive owner and retains all right, title, and interest in its business names, trade names, domain names, logos, trademarks, service marks, trade secrets, know-how, confidential information, database rights, copyright, and all rights in the nature of unfair competition rights or rights to sue for passing off (collectively, the “Intellectual Property Rights”), including, but not limited to, any and all Intellectual Property Rights in connection with the Qualifying Course and any and all other online courses of the Company. Nothing in the Agreement will operate to transfer any right, title, or interest in the Intellectual Property Rights of the Company to the Affiliate.
2. The Company grants to the Affiliate the right to market and promote the Qualifying Course to potential customers and a limited, revocable, non-exclusive, non-transferable licence to use graphic image and text, which may include the Company’s name, logos, trademarks, or service marks only as provided to the Affiliate through the Affiliate Program and solely for the purpose of fulfilling the Affiliate’s obligations under the Agreement.
3. The Affiliate agrees that any goodwill that accrues by or through the Affiliate’s marketing or promotional activities will be the Company’s sole and exclusive property and will not in any way accrue to the Affiliate. The Affiliate will not take any action, whether during the term of the Agreement or after its termination, to assert any claim in or to any such goodwill. During the term of the Agreement and after its termination, the Affiliate will not commit any act or omission that may have the effect of jeopardizing any goodwill connected with the Company or its online courses.
4. The Affiliate acknowledges that the breach or anticipated breach of this Section 13 would cause irreparable and continuing damage to the Company that could not adequately be compensated for in damages alone. Accordingly, the Company will have the right to seek equitable and injunctive relief to prevent any actual, anticipated, or further breach of this Section 13, as well as all other remedies available at law or in equity, and the Affiliate consents to an injunction being issued against it in this regard (as applicable).
Relationship Between Parties
1. Independent Contractor. The Affiliate is an independent contractor, not an employee of the Company or any company legally affiliated with the Company. The Affiliate will determine, in the Affiliate’s discretion, the manner and means by which the services under the Agreement are provided. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in the Agreement.
2. No Exclusivity. The parties expressly acknowledge that the Agreement does not create an exclusive relationship between the parties. The Company is free to engage others to perform services of the same or similar nature to those provided by the Affiliate, and the Affiliate will be entitled to offer and provide marketing and promotional services to others, solicit other clients, and otherwise advertise the services offered by the Affiliate.
No Warranties
1. The Affiliate’s use of the Affiliate Program is solely at their own and exclusive risk and any services provided by the Company to the Affiliate under the Affiliate Program are provided “as is”.
2. The Company makes no warranties or representations, express or implied, and the Company specifically disclaims, and the Affiliate waives, all implied warranties and conditions of merchantability, merchantable quality, durability, non-infringement, fitness for a particular purpose (even if the Company has been informed of that purpose), and any other warranties arising by statute or otherwise in law, or from a course of dealing or usage of trade.
3. The Company makes no warranties, representations, or conditions, express, implied, or statutory, that the Affiliate Program, the products sold through the Company’s Website, or the information provided through the Company’s Website will meet the Affiliate’s needs or be uninterrupted, secure, or free of inaccuracies or errors.
4. The Company will not be liable for any loss or damage of any kind incurred as a result of, or in connection with, the use of, or reliance on any information, products, or features provided through the Company’s Website, including, but not limited to, loss of the ability to track Qualifying Course, Affiliate Commissions, or other Affiliate activities, due to interruptions.
Indemnity
1. Indemnification. The Affiliate will indemnify, save, and hold harmless the Company and its directors, officers, shareholders, employees, and agents from and against any and all claims, actions, demands, losses, expenses, damages, and costs, including reasonable lawyers’ fees, resulting from, or alleged to result from, the Affiliate’s acts or omissions or any breach of the Affiliate’s responsibilities, obligations, representations, or warranties under the Agreement by the Affiliate or by any other user under the Affiliate’s name, or violation by the Affiliate or any other uses under the Affiliate’s name, of any laws including, but not limited to, privacy, anti-spam, or intellectual property laws, or other right of any person. The Company reserves the right to take over the exclusive defense of any claim for which the Company is entitled to indemnification, in its sole and exclusive discretion. In such event, the Affiliate will provide the Company with such cooperation as is reasonably requested by the Company.
Limitation of Liability
1. Limitation on Damages. In no event will the Company be liable under contract (including fundamental breach), tort (including negligence), or otherwise for any incidental, consequential, indirect, punitive, or special losses or damages, or for any losses or damages resulting from loss of business, loss of profits, loss of goodwill, loss of use, loss of or damage to data, or damages for pure economic loss, however caused, whether foreseeable or not, even if the Company has been advised of the possibility of such damages.
2. Limitation on Liability. In no event will the total liability of the Company for any loss or damages relating to the Agreement exceed the total Commissions actually paid to the Affiliate during the three-month period immediately preceding the event giving rise to the claim for liability.
3. Application of Limitations. The limitations in this Section 17 apply notwithstanding the failure of the essential purpose of any limited remedy.
Payment and Acts Upon Termination
1. Payment Upon Termination. Upon termination by either party, the Affiliate will be entitled to all Commissions accrued up to and including the effective date of termination.
2. Acts Upon Termination. Upon termination of the Agreement:
  1. each party will return or, at the disclosing party’s request, destroy the Confidential Information of the other party; and
  2. any provisions that would be expected to survive termination by their nature will remain in full force and effect.
General
1. Modifications. The Company may modify any of the terms and conditions of the Agreement at any time in their sole and exclusive discretion. In such event, the Company will notify the Affiliate of the changes by email at least 30 days before the effective date of such change. Modifications may include, but are not limited to, changes in the payment procedures and establishment or modification of Affiliate Program rules. If any modifications are unacceptable to the Affiliate, the Affiliate may terminate the Agreement in accordance with the termination provision set out in the Agreement. The Affiliate’s continued participation in the Company’s Affiliate Program following the Company’s notice of a modification to the Agreement will indicate the Affiliate’s agreement to the changes.
2. Further Assurances. Each of the parties will execute such further and other documents and do such further and other acts as may be necessary from time to time to carry out and give effect to the intent of the Agreement.
3. Currency. All references to currency in the Agreement are to Canadian dollars.
4. Force Majeure. Neither party will be responsible for any delay or failure in performance of its obligations under the Agreement to the extent that delay or failure is caused by: (a) a natural disaster, fire, flood, storm, epidemic, or power failure; (b) a war (declared or undeclared), insurrection, or act of terrorism or piracy; (c) a strike (including illegal work stoppage or slowdown) or lockout; (d) Internet or telecommunications failure; or (e) any other cause beyond the control and without the fault or negligence of the affected party (each, a “Force Majeure Event”). If a Force Majeure Event affecting a party continues for a period of more than 30 consecutive days, then the other party will have the right to terminate the Agreement as of the date specified in written notice of termination to the affected party.
5. Notices. All notices required or permitted to be given under the Agreement must be in writing and personally delivered or sent by registered mail or e-mail to the address of the intended recipient set out on the first page of the Agreement, or at such other address as a party may advise in writing from time to time in a manner provided in the Agreement. Any notice, document, or communication will be deemed to have been given, in the case of delivery by hand or registered mail, when delivered to the recipient, and in the case of delivery by email, upon successful transmission.
6. Entire Agreement. This Agreement constitutes the entire agreement between the parties and there are no representations or warranties, express or implied, statutory, or otherwise and no collateral agreements other than as expressly set forth or referred to in the Agreement.
7. Enurement. The Agreement will enure to the benefit of and be binding upon the parties and their respective successors, permitted assigns, heirs, executors, and personal representatives.
8. Assignment. This Agreement may not be assigned by the Affiliate without the prior written consent of the Company.
9. Severability. If any provision of the Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will not affect the validity or enforceability of the remainder of the Agreement or such provision.
10. Waiver. No failure or neglect of either party in any instance to exercise any right, power, or privilege under the Agreement or under applicable law will constitute a waiver of any other right, power, or privilege in any other instance.
11. Applicable Law. This Agreement will be governed by and interpreted in accordance with the laws of British Columbia.
12. Jurisdiction. The parties hereby irrevocably attorn to the jurisdiction of the courts of British Columbia.
13. Counterparts. This Agreement may be signed in as many counterparts as may be necessary and delivered by electronic means, and each of which so signed and delivered will be deemed to be an original, and such copies together will constitute one and the same instrument.