Affiliate Terms of Use and Privacy Policy

 

These terms and conditions (the “Terms”) govern your participation in the My Marketing Needs Help Affiliate Program (the “Program”) provided by Creative Solutions Consulting Inc. (the “Company”). By applying or agreeing to participate or by in the Program, you are agreeing to be bound by these Terms. If you do not agree to these Terms, please do not apply to or agree to participate in the Program.

Application

Prior to participating in the Program, you will be required to submit an application to the Company (an “Application”). By submitting the Application to the Company, you represent and warrant that all information contained in the Application is true and correct and promise to update the Company if at any time during the Term (as defined below) the information you have submitted in the Application is no longer true. The Company reserves the right to accept or reject Applications in its sole discretion.

Upon acceptance, you will be deemed to be participating in the Program until the end of the Term or until your participation is otherwise terminated in accordance with these Terms.

Program Responsibilities

You agree that, if you are accepted by the Company to participate in the Program, you will (i) use your commercially reasonable efforts to promote the goods and services of the Company which the Company opts, in its discretion, to make available for you to promote (the “Company Products”); (ii) comply with these Terms; (iii) comply with the guidelines with respect to your promotion of the Company Products as provided by the Company from time to time (the “Guidelines”); and (iv) comply with applicable law relating to your promotion of the Company Products.

Limited License

Subject to compliance with these Terms and provided that you are accepted to participate in the Program, the Company grants to you a non-exclusive license, revocable in accordance with these Terms, to use the name, logo and any other intellectual property of the Company which is from time to time specifically identified by the Company for the purposes of participation in the Program and promotion of the Company Products.

Rules for Social Media Posting

Any social media post, blog article, e-mail communication or other content you create and share or distribute for the purposes of promoting the Company Products in connection with the Program (a “Post”) shall meet the following requirements:

  1. Your Post must comply with applicable law and industry best practices, including but not limited to those relating to disclosures for paid posts, running contests, and e-mail marketing, such as the Competition Bureau of Canada’s influencer marketing guidelines and the Ad Standards Canada’s Influencer Marketing Disclosure Guidelines.

  1. Your Post should only make factual statements about Company and the Company Products which you know are true.

  1. Your Post will comply with the Guidelines and any other instructions provided by the Company from time to time.

  1. Your Post will be original and created solely by you, except as otherwise authorized by the Company.

  1. Your Post will not include the intellectual property of other parties (other than the Company IP used in accordance with these Terms) including any third-party music, photographs, artwork, trademarks, logos, or slogans.

  1. Your Post will not include any person, or personal information about anyone, other than you, unless such other person is also a participant in the Program.

  1. Your Post will apply with all applicable laws, rules, and guidelines including the rules of the applicable social platforms.

  1. Your Posts will not be libelous or otherwise defamatory.

The Company has the right to monitor the Posts. You will provide a copy of any Post to which the Company does not have access upon request by the Company. In the event that a Post does not comply with these Terms, the Company may ask you to immediately remove or modify the Post. In the event that you fail to comply with such request, the Company may terminate you participation in the Program immediately.

Ownership of Intellectual Property

You retain ownership of the Posts. You acknowledge that by virtue of your participation in the Program, you do not gain any right or interest in or to any of the Company’s intellectual property. Company is and will be the sole and exclusive owner of all right, title, and interest in and to the Company intellectual property.

Payment

The Company will pay you an amount equal to twenty percent (20%) of the Net Revenue actually received by the Company from purchases of Company Products made directly as a result of your participation in the Program (the “Commission”). Purchases will be deemed to have been made directly as a result of your participation in the Program provided that the purchase was made through the unique link or other identifier provided to you by the Company for use in connection with the Program (the “Unique ID”). When used herein, the term “Net Revenue” means the gross revenue actually received by the Company from purchases of Company Products less all refunds, returns, and taxes of the Company with respect to such purchases, all as calculated in accordance with accounting standards for private enterprises.

Commission will be paid within thirty (30) days of the end of the month in which they are earned. Any overdue payments hereunder will bear interest at the rate of four percent (4%) per annum. Payments will be made to the coordinates provided by to the Company by you. The Company is not liable for any charges, levies, fines or other expenses incurred by you with respect to the receipt of payment hereunder, nor is it liable for any damages incurred by you by virtue of you providing the incorrect payment coordinates. In the event you provide incorrect payment coordinates, you will be responsible for any fees and expenses of the Company in retrieving such payment and directing it to new payment coordinates.

Taxes

Any tax or other governmental charges that apply to the Commission or otherwise to your participation in the Program are conclusively presumed to be included in your compensation, and accordingly, the Company shall not pay any amounts in addition to the Commissions for any such tax or governmental charges. Such taxes or charges shall be exclusively your responsibility.

Notwithstanding the foregoing, the Company shall have no liability or responsibility for any sales tax, excise tax, fee, levy, withholding or remitting any income, payroll, or other federal or provincial taxes, including employment insurance remittances, Canada Pension Plan contributions, or employer health tax or worker’s compensation insurance premiums for you. You are solely responsible for these withholding, remitting and registration obligations, and shall indemnify Company from and against any order, penalty, interest, taxes or contributions that may be assessed against you due to your failure or delay to make any such withholdings, remittances or registration, or to file any information required by any law.

Right to Charge, Offset, and Holdback

In the event that and sales upon which Commissions were paid are charged back, refunded, or returned for any reason or payment of the fees for such sales are otherwise not received, the Company shall have the right to set-off against any future payment of Commissions the Commissions that were payable on account of such sales (or the portion thereof which are charged back, refunded or returned). In the event that no future Commissions are payable, you agree to pay any such deficiency to the Company within thirty (30) days of demand.

Representations and Warranties

By agreeing to these Terms, you represent and warrant to the Company:

  1. you have read and understood these Terms;

  1. these Terms constitute your valid and binding agreement;

  1. all information provided by you to the Company hereunder or otherwise in connection with the Program is and will at all times be true and accurate;

  1. you will not use the Company’s name, trademark, or other mark in any manner other than as expressly permitted by this Agreement; and

  1. you will not engage in any behaviour that violates these Terms or that constitutes an attempt to fraudulently or deceptively increase your earnings under the Program.

Term and Termination

These Terms will continue in full force and effect for a period of one (1) year from the date they are agreed to by you (the “Term”). Thereafter, the Term will renew on an annual basis until and unless terminated by either you or the Company in accordance with these Terms.

These Terms and your participation in the Program may be terminated:

  1. by the Company immediately upon notice to you in the event that you breach any term of these Terms or otherwise engage in behaviour which, in the reasonable judgment of the Company, is likely to bring the Company or the Company Products into disrepute;

  1. by the Company immediately upon notice to you if you die, become disabled (to the extent that you are no longer able to participate in the Program), or upon your bankruptcy, insolvency or the commencement or initiation of any similar proceedings; or

  1. by either you or the Company on thirty (30) days notice.

On termination or expiration of the Term:

  1. you will immediately cease promotion of the Company Products, your Unique ID will be disabled, and your license to make use of Company intellectual property hereunder shall immediately cease;

  1. the provisions of these Terms relating to ownership of intellectual property, payment, confidentiality, indemnification, limitation of liability and any other terms which by their nature would be reasonably expected to survive termination will survive the termination or expiration of these Terms; and

  1. the obligation of the Company to pay the Commission shall continue with respect to any Commission earned prior to the effective date termination or expiration.

Confidentiality

You understand that you may be exposed to information about Company, the Company Products, advertising campaign, and marketing strategies, and ideas that may not have been disclosed to the public (collectively, the “Confidential Information“). You agree to maintain the confidentiality of all Confidential Information disclosed to you (or which otherwise becomes available to you) in connection with the Campaign and will hold all Confidential Information in strict confidence. You further agree to refrain from disclosing or using Confidential Information for any purpose other than participating in the Campaign. The obligation to maintain the confidentiality of Confidential Information shall survive termination of this Agreement and continue for two (2) years.

Indemnification

You shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party“) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, fees and the costs of enforcing any right to indemnification under these Terms, and the cost of pursuing any insurance providers, incurred by Indemnified Party, relating to any claim out of or occurring in connection with your negligence, willful misconduct or breach of these Terms.

Limitation of Liability

IN NO EVENT WILL COMPANY BE LIABLE TO YOU FOR: (A) ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, AGGRAVATED, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) DIRECT DAMAGES OF MORE THAN THE AGGREGATE AMOUNT OF COMMISSIONS PAID TO YOU IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Use of Personal Information

Rest assured that we do not use any of the information you submit to us in the course of your application to or participation in the Program for any reason other than our own internal purposes. Notwithstanding the foregoing, we may use passive tracking technology in order to customize, analyze, adjust, and improve the performance of the Program. Any information collected by such passive tracking technology will be anonymous and will not constitute personally identifiable information.

Our Relationship

You understand that you are an independent contractor of Company, and this Agreement does not create any association, partnership, joint venture, employee, or agency relationship between you and us for any purpose. You have no authority (and will not hold yourself out as having authority) to bind Company and will not make any agreements or representations on our behalf without our prior written consent.

Entire Agreement

These Terms constitute the sole and entire agreement between you and the Company with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

Severability

If any term or provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

Amendments and Modifications.

The parties may not amend this Agreement except by written instrument signed by the parties.

Waiver

No waiver by the Company of any of the provisions of these Terms shall be effective unless explicitly set forth in writing and signed by the Company. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Assignment.

Neither party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party. Any purported assignment or delegation in violation of these Terms is null and void.

Successors and Assigns

These Terms are binding on and inure to the benefit of you and the Company and each of the parties’ respective successors and permitted assigns.

Dispute Resolution; Arbitration

In the event of any dispute, claim, question, or difference arising out of or relating to these Terms or any breach hereof, the parties involved in the subject dispute (the “Disputing Parties”) shall consult and negotiate with each other, in good faith and understanding of their mutual interests and use their best endeavours to reach a just and equitable solution to such dispute, claim, question or difference, satisfactory to the Disputing Parties. If the Disputing Parties do not reach a solution within a period of fifteen (15) business days, then such dispute, claim, question, or difference shall be referred to arbitration pursuant to the provisions of the Arbitration Act, 1991 (Ontario) and in accordance with the provisions of this Section. Either Disputing Party may give notice to the other requesting that the matter be submitted to arbitration. If the Disputing Parties cannot agree on a single arbitrator within fifteen (15) business days after written notice by a Disputing Party desiring an arbitration, each Disputing Party shall forthwith select an arbitrator and those arbitrators shall select a single arbitrator and the single arbitrator so chosen shall be the single arbitrator. The decision of the single arbitrator shall be final and binding upon the Disputing Parties and no appeal shall lie therefrom. The single arbitrator so chosen shall hear all evidence and representatives of the Disputing Parties and complete the arbitration within sixty (60) days following the election of the single arbitrator. The costs of any such arbitration shall be borne equally by the Disputing Parties. The place of arbitration shall be Toronto, Ontario and the language of arbitration shall be English.

Governing Law

This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario.

Choice of Forum

Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to these Terms and the relationship created hereunder shall be instituted in the courts of the Province of Ontario, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding.