These terms of service (“Terms” “Agreement”) constitute a binding agreement between you (“Affiliate”, “you”, “your”) and 4355768 CANADA INC. (“we” “us” or “our”), and govern your use of Bluechew’s affiliate program at bluechew.affiliates.crakrevenue.com (“Website”) and the content, products and services offered through the Website (collectively with the Website, the “Services”). By continuing to maintain your affiliate relationship with us, you acknowledge that you have read and understood this Agreement and agree to be bound by its terms and conditions. Upon our request, you agree to sign a non-electronic version of this Agreement. THESE TERMS MAY BE AMENDED OR CHANGED BY US IN OUR DISCRETION, WITH OR WITHOUT NOTICE, AT ANY TIME. Your continued access or use of the Website or any other Services following such changes will be deemed acceptance of such changes. In addition, we reserve the right to modify or cease providing all or any portion of the Services or the Website at any time, with or without notice. Be sure to return to this page periodically to ensure familiarity with the most current version of these Terms. We encourage you to contact an attorney of your own choosing and at your own expense in the event that you do not understand any of the terms contained in this Agreement. If you do not agree with anything contained in this Agreement then please cease and desist from using the Website or any related Websites, products and/or the Services immediately.
2. ACCESS AND PASSWORDS
As part of the subscription process for this Website, you have selected or been assigned a particular password in accordance with our password guidelines. YOU AGREE THAT YOU ARE THE ONLY INDIVIDUAL ENTITLED TO ACCESS THE WEBSITE USING YOUR EMAIL ADDRESS AND PASSWORD, AND YOU AGREE NOT TO PERMIT OTHERS TO ACCESS THE WEBSITE USING YOUR EMAIL ADDRESS OR PASSWORD. You agree that all actions taken by you, or any other user that accesses the Website using your email address and password, at or through the Website will be attributed to and legally bind you, even with respect to acts for which the user had no actual authority or made an error. You assume all resulting liability from use of the Website and any services available on it by you or others using your email address and password. If you lose your password, please click the “Forgot your password?” link on the login page.
3. REPRESENTATIONS AND WARRANTIES
You represent and warrant to us that: (a) you possess the legal right and ability to enter into this Agreement; (b) all information submitted by you to the Website is true and accurate complete without omissions of necessary information, current and kept up to date; (c) you will be responsible for all use of your username and password even if such use was conducted without your authority or permission; (d) you are at least 18 years old and the age of majority and legal consent in the jurisdiction in which you live or reside, and (e) you will not use the Website for any purpose that is unlawful or prohibited by this Agreement (f) you are NOT operating from a country, state. province or territory in which the online distribution and/or sale of pharmaceutical/medical treatments or prescription drugs is forbidden.
4. PAYMENTS AND COMMISSIONS
- Payments are made 30 days after the end of the period. Periods are from the 1st to the 15th of every month and from the 16th to the last day of the month. We try our very best to have payments out no later than 30 days after the end of the period, however we cannot guarantee that payment will have reached your account by this time.
- Payment methods are chosen at your own risk. We are not responsible for any loss of funds via third parties once payments have been transferred to them.
- Individual payout amounts are subject to change and must remain strictly confidential; no public display of commissions will be tolerated, such display will equate to a breach of the confidentiality provisions of this agreement.
- Affiliates will not be paid for multiple accounts.
- Payment will be made via our acceptable payment options as listed on your profile page and are subject to change.
- Minimum payout is $100. Some payment methods have higher minimum payouts. All balances will be carried forward until the minimum payout is achieved.
- Should an Affiliate terminate his account and the amount owed in said account is $20 or less said amount will be forfeited by Affiliate.
- All commissions are payable in U.S. Dollars.
- Any and all chargebacks will be debited from the affiliate’s account balance.
- We actively monitors traffic, clicks, click-throughs, sales, registrations, impressions, leads, payouts and other program-related activities for potential fraud. (Activities) If we suspects that your account has been used in a fraudulent manner, your account will be deactivated effective immediately and with no notice to you pending further investigation. If you add Activities, or inflate Activities through the use of fraudulent means of traffic generation, as determined solely by us, you will forfeit all of the pending payouts, and your Affiliate account will be terminated effective immediately. We reserve our sole judgment in determining fraud and you agree to be bound by any and all such determinations. It is your OBLIGATION to prove to us that you have NOT engaged in fraud. We will hold your payout-related payments in ‘Pending Status’ until you have satisfactorily provided evidence that demonstrates to us that you have not engaged in fraud. If you are unable to provide us with satisfactory evidence that you have not engaged in fraud within seven (7) days of your payouts being placed in “Pending Status,” then we reserve the right to terminate your Affiliate account and cancel payment, at our sole discretion and without any further obligations to You. If payouts have been previously issued, and we deem these payments have derived from fraudulent activities, we will avail ourselves of all means necessary to recuperate said funds as well as expenses incurred to take such action, including but not limited to attorneys fees.
- Any leads and or traffic resulting from incorrect targeting and/or targeting towards incorrect device types will not be paid to the Affiliate.
- Any fees incurred due to inaccurate information provided to us will be the responsibility of the affiliate
5.1 The Website contains or incorporates our proprietary material (or material that other partners have licensed to us for their use), which is protected by copyright and other intellectual property rights and laws respecting proprietary rights. We retains all rights for the material and media, including (without limitation) all copyright and other intellectual property rights worldwide in all media. You may not use such material except as expressly permitted under this Agreement and under Canadian and international copyright laws.
- You are granted a non-exclusive, non-transferable and revocable license to display the ads and marketing tools throughout the Affiliate website, subject to the terms and conditions of this Agreement and our policies and procedures. You shall only use the content, material or other marketing tools or advertising assets, banners or files that is made available on the Website. Any use of other material, creatives, content or files not approved or supplied by us is strictly prohibited. You may not alter, change, add to, or otherwise modify any ad tools provided by us. This Agreement does not authorize the use of any Ad tools for any off-line or non-Internet (i.e., print) advertising or in the use of email marketing or other similar solicitations.
- You acknowledge that the information (and the licensed materials contained therein) is highly proprietary in nature and that unauthorized copying, transfer or use may cause irreparable damages to us or our partners that cannot be adequately compensated for by means of monetary damages. You agree that any breach of this provision by you, or any of your subscribers or end-users, may be enforced by us, and/or any of our partners, by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.
- You agree that any supplier of any portion of the licensed materials may enforce its rights against you, even though that supplier is not a party to the Agreement.
- Affiliates who are duly authorized may access the Website for individual use, i.e., may use, as intended, banners and marketing material available on the Website. You may not and may not permit others to: reproduce, publish, distribute, sell, or otherwise access or use any material retrieved from or contained in or on this Website in any manner whatsoever that may infringe any of our copyright or intellectual property rights; distribute the information contained in and on our Websites to other users not duly authorized to access the Website; distribute, rent, sublicense, lease, transfer or assign the information or this Agreement; decompile, disassemble, or otherwise reverse-engineer our Websites or information contained in or on same or any software contained therein, or alter, translate, modify, or adapt it to create derivative works. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law.
- It is strictly prohibited to promote any offers through spam, content locking and other deceitful tactics. This includes, but is not restricted to: spam (via email, forums, comments and instant messenger), blind leading, direct-to-form promotion, link code hack and unauthorized landing page alteration. If you are not sure if your promotional tactics go against our terms of service or other policies, please verify with your affiliate manager.
- It is strictly forbidden to use sub-affiliation unless you have a written and signed agreement with one of our authorized representative.
- We reserve the right to terminate any account that has been inactive for more 12 consecutive months, all amounts owed will be forfeited upon termination due to inactivity.
- Furthermore, you hereby agree:
- to refrain from purchasing, bidding on, or otherwise obtaining or using keywords incorporating or otherwise based upon the our brands on search engines (e.g., google.com, yahoo.com and bing.com);
- to refrain from purchasing, bidding on, or otherwise obtaining any domain names or URL’s that incorporate or are confusingly similar to any of our trademarks, service marks or any other related trademarks, service marks, or URLs as determined by us;
- to not use or place our brands on or with any items that are injurious to end-users or their property, including but not limited to, items that could give rise to a claim for a breach of an express or implied warranty or product liability, or which is scandalous, libelous, obscene, an invasion of privacy or otherwise unlawful or tortious;
- not to use our brands in any manner that is disparaging or that otherwise portrays us or our entities in a negative or misleading light;
- not to create a website or web page that uses our brands in a manner that is likely to be confused (e.g., similar designs, graphics, look and feel) with one or more websites operated by the any and all of our entities;
- not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity;
- not to use, register or file an application to register a trademark, service mark, domain name, user name, account name or other proprietary designation incorporating our brands, or any variation of our brands, whether they are used alone, in part, or in combination with other words (e.g., “bluechew”) or are based upon typographical errors or misspellings (“Prohibited Designation”); and to notify us promptly upon becoming aware of any improper use of our brands and reasonably cooperate with us (at our request) in the protection of our brands. (for a list of our brands and trademarks please verify with your affiliate representative)
5.2 The Parties shall comply with the CAN-SPAM act, the Canada's Anti-Spam Legislation (CASL) and any other applicable anti-spam or email marketing laws and regulations applicable as the case may be. Violation of the email marketing laws and regulations may lead to civil and criminal penalties. In case of the infringement the Agreement will be immediately terminated.
5.3 Both Parties do, and at all times during the term of this Agreement will, operate their business and websites in strict compliance: (i) with all laws and regulations applicable to their business to the highest legal and ethical standards; and (ii) with all of the rules and regulations issued from time to time by governments, legal entities, credit card organizations and others.
5.4 The Affiliate states that the websites he promotes does not contain any content which depicts or involves (i) child pornography, (ii) any photographs or performances of a sexual nature depicting persons who are less than eighteen (or twenty-one in places where eighteen is not the age of majority) at the time that they render their performances, (iii) use the terms “pre-teen”, “lolita”, “pedo” or “peda”, (iv) any matter that can be freely accessed and viewed by persons under the age of eighteen (or twenty-one in places where eighteen is not the age of majority) and which would constitute harmful matter or an indecent communication if accessed or viewed by such persons, (v) The Affiliate shall not target any person who is under the legal age, nor target any restricted jurisdictions where the products offered and the promotion thereof are illegal; or (v) any message or communication of any kind which is harmful, violent, threatening, abusive or hateful.
By accepting the present Agreement the parties hereby agree during the Term and thereafter to hold in strictest confidence, and not use, except to comply with this Agreement, or disclose to any person, firm or corporation without written authorization, any Confidential Information of either party ("Confidential Information").
Confidential Information includes, but is not limited to, technical and business information relating to aither party’s inventions or products, research and development, manufacturing and engineering processes, marketing, business plans, pricing, payouts and customer information including any attempts to reproduce a similar choice of sponsors and products. It also includes any third party's proprietary or confidential information disclosed in relation to this Agreement.
- For purposes of clarity all communications between our staff and you are considered Confidential Information.
- The obligations of this Section, shall not apply to any information:
- which is generally known to the trade or to the public at the time of such disclosure; or
- which becomes generally known to the trade or the public subsequent to the time of such disclosure; provided, however, that such general knowledge is not the result of a disclosure in violation of this Section; or
- which is obtained by a Party from a source other than the other party, without breach of this Agreement or any other obligation of confidentiality or secrecy owed to such other party or any other person or organization; or
- which is independently conceived and developed by the disclosing party and proven by the disclosing party through tangible evidence not to have been developed as a result of a disclosure of information to the disclosing party, or any other person or organization which has entered into a confidential arrangement with the non-disclosing party.
- A party may disclose Confidential Information received from the other party:
- to its officers, employees, professional advisers, parent or subsidiary companies, or agents as may be reasonably necessary for the purpose of fulfilling its obligations under this Agreement;
- in the case of professional advisors, for use in their professional capacity, provided that before any such disclosure that party shall make such officers, employees, professional advisers, parent or subsidiary companies, or agents or aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those persons with them;
- where such disclosure is required or requested by any law, court order or competent regulatory authority, including but not limited to any law enforcement agency in all jurisdictions. The above-mentioned disclosure will not constitute a breach of this Agreement.
7. ACCURACY AND AVAILABILITY OF INFORMATION
7.1 The Website contains database information and other content compiled by us. While we use commercially reasonable efforts to provide accurate information, we give no warranty as to the accuracy of the database and other content on the Website. We reserve the right to withdraw or delete information or content from the Website at any time. All content, software and other services provided by us or found on this Website or supplied by our partners are provided “as is” and with “all faults”, without warranties of any kind, and we hereby disclaim all warranties, express, implied, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Specifically, but without limiting the generality of the foregoing, we do not make any warranties regarding the following:
(a) Availability of the Website at any particular time;
(b) Accuracy of the content or how current any content is that is found on the Website;
(c) Transmissions To, From or Within the Website;
(e) Lack of viruses;
(f) Compliance of the software, services and content provided under this Agreement with Canadian, Federal or Provincial or international laws; or
(g) That the software, content or services contained in the Website will meet any particular criteria of performance or quality; 7.2 You are responsible for the correct spelling of your trackers. We cannot be held liable for any trackers with an incorrect affiliate identification number. Once a tracker is entered, it cannot be reassigned to another affiliate number. We will have no obligation to pay you a commission if you fail to properly indicate your affiliate identification number, including to the extent that such failure may result in any reduction of commission amounts that would otherwise be paid to you under this Agreement. Where use of e-mail marketing is authorized by us the following – Affiliate Code of Conduct shall apply.
8. AFFILIATE E-MAIL CODE OF CONDUCT
8.2 Any and all Affiliate E-mails, e-mail based creatives transmitted, as well as any and all e-mail addresses supplied by Affiliate:
(a) shall comply with all applicable international, federal and state laws including, but not limited to, the CAN-SPAM act, the Canada's Anti-Spam Legislation (CASL) and any other applicable anti-spam or email marketing laws and regulations applicable as the case may be;
(b) must not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity;
(c) must not result in any consumer fraud, product liability or breach of contract to which Affiliate is a party or cause injury to any third party;
(d) must have accurate e-mail header information (including source, destination, date and time, and routing information) and accurate, non-misleading subject lines and from lines;
8.3 Without limiting the foregoing, emails must not use a generic From line or a domain name that is privacy protected, unregistered, falsely registered, or which does not enable a recipient to contact the sender by performing a WHOIS look-up. Affiliate shall cause a valid physical postal address for Affiliate and/or the applicable Advertiser, as required by applicable law, to appear in each e-mail creatives, along with a functioning unsubscribe link (such unsubscribe link must remain active for at least thirty (30) days after e-mail delivery).
8.4 Affiliate must have active filters in place to prevent communications from being sent to any entity or person in Canada which include, at a minimum:
(a) email filters (i.e. rejection of email addresses with “.ca” or other Canadian extensions);
(b) zip code filters (rejection of Canadian zip codes);
(c) area code filters (rejection of Canadian area codes); and
(d) IP filters (rejection of Canadian IP addresses).
We reserve the right to add such address(es) should Affiliate fail to include same, but we are in no way responsible for including such address(es) where Affiliate fails to do so. In addition, we may make available, at a designated FTP Website (“FTP Website”), a suppression list (and associated login information), updated on a regular basis, generated from e-mail Programs transmitted by and/or through our Network for Affiliate’s use in connection with applicable Programs. Affiliate shall upload its own list of suppressed e-mail addresses to the FTP Website, if one is provided by us. If the FTP Website is provided by us, and no such e-mail addresses are supplied by Affiliate, we may conclude that no such addresses exist. The suppression list and login provided by us are deemed to be Confidential Information, as defined herein. Suppression lists may not be used by Affiliate for any purpose other than to comply with applicable laws regulating the e-mail transmissions. Affiliate agrees to process any unsubscribe requests within five (5) days of being posted at the FTP Website. Affiliate E-mail Lists. All Affiliate E-mails sent under the Agreement shall be delivered to addresses on e-mail lists owned or managed solely by Affiliate (“Affiliate E-mail Lists”).
9. CONSENT TO ELECTRONIC NOTICES AND OTHER COMMUNICATIONS
9.1 You agree that all of your transactions relating to the Website may, at our option, be conducted electronically, including any that we are otherwise required to provide in “writing”. For example, we may send you notices via postings on the Website or via email to any email address that you provide to us during registration as a Website member. If you do not wish to deal with us electronically, you should not use the Website or enter into this Agreement. Notice will be deemed given 24 hours after the email is sent, unless (for email) we are notified that the email address is invalid. Alternatively, we may give you notice by mail to the address provided during registration. You agree to receiving offers and promotions from us and our partners by e-mails.
9.2 You agree to print or make an electronic copy of this Agreement (and any amendment from time to time) and retain it in your records. You also agree to keep a copy of any other information that we deliver to you in writing.
10. CANADIAN SALES TAXES
10.1 If you have provided us with an address outside Canada, we are assuming that you are not a resident of Canada and that you do not have a permanent establishment in Canada, as both of these terms are defined in the Excise Tax Act, and accordingly, no Goods and Services Tax (“GST”) and no Quebec Sales Tax (“QST”) will apply to any charge made under this Program. Additionally, if you are an individual, we are assuming that you are communicating with us from outside Canada. Should our assumptions be inaccurate or should they eventually become inaccurate while you are participating in the Program, you have the obligation to immediately contact us.
Address in Canada / Outside Quebec
If you have provided us with an address in Canada outside the Province of Québec, we are assuming that you are not a resident of Québec and that you do not have a permanent establishment in Québec, as both of these terms are defined in An Act Respecting the Québec Sales Tax, and accordingly, only GST will apply to any charge made under this Program. If any earnings are made as an affiliate and you are registered for the GST, you will need to invoice us for the applicable taxes. Additionally, if you are an individual, we are assuming that you are communicating with us from outside the Province of Québec. Should our assumptions be inaccurate or should they eventually become inaccurate while you are participating in the Program, you have the obligation to immediately contact us.
Address in Canada / In Québec
If you have provided us with an address in Canada and in the Province of Québec, GST and QST will apply to any charge made under this Program.If any earnings are made as an affiliate and you are registered for the GST and QST, you will need to invoice us for the applicable taxes.
10.2 Each party shall be responsible for the payment, deduction and remittance of any and all taxes, fees, levies, charges, contributions, assessments, interest and/or penalties of whatever nature or kind, including, without restriction, income taxes, sales taxes and goods and services taxes pursuant to this Agreement.
10.3 Each party further agrees to indemnify and hold harmless the other and its shareholders, directors, officers, employees and agents with respect to any claims, costs and liabilities in this regard, including, without restriction, any claims made by any fiscal or governmental authority with respect to or as a consequence of any such payments, including, without restriction, penalties, interest and costs, including reasonable legal defense costs and attorneys’ fees.
10.4 Both parties if required by law or in accordance with regulatory requirements will provide evidence of good standing and acting in compliance with all fiscal requirements and/or financial obligations to the relevant government authorities.
11. LIMITATION OF DAMAGES
WE, INCLUDING ANY OF OUR RELATED ENTITIES, PARENT COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DESIGNEES CONTRACTORS, PARTNERS, SUBSIDIARIES, SUCCESSORS AND ASSIGNS SHALL IN NO EVENT BE LIABLE FOR EXEMPLARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF DATA ARISING IN CONNECTION WITH THIS AGREEMENT EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WE, INCLUDING ANY OF OUR RELATED ENTITIES, COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DESIGNEES CONTRACTORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNT PAID TO YOU DURING THE PAST SIX (6) MONTHS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS WHETHER BASED UPON BREACH OF CONTRACT, NEGLIGENCE, TORT, VIOLATION OF 18 USC SECTION 2257 ET SEQ., ERRORS AND OMISSIONS, COPYRIGHT, TRADEMARK, PATENT, OR ANY OTHER CLAIM OR CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT.
You agree to indemnify and hold us harmless, and pay our attorney’s fees and costs, if we become liable for or incur any damages in connection with your breach of this Agreement. You may not settle any dispute without our prior consent, which may only be given in a non-electronic writing signed by an authorized representative of CrakRevenue.
13. APPLICABLE LAW AND DISPUTES
This Agreement, its interpretation, execution, application, validity and effects shall be governed by the applicable laws in effect in the Province of Quebec and in Canada, excluding any conflict of law provisions.
The Parties agree to submit to the exclusive jurisdiction of the courts located in the judicial district of the City of Quebec, in the province of Quebec, Canada in any action, suit or proceeding related to or in connection with this Agreement.
We may change the provisions of this Agreement at any time a tour sole discretion. When we change the terms of this Agreement, CrakRevenue will notify you by online postings on this Website. The changes will also appear in this document, which you can access any time. You agree to be bound by the changes when you first subscribed to the Website. If you do not agree to be bound by the changes, you should not use the Website again and you should cancel your account. Even if you have not clicked on the “I Agree” button or checked the “I agree” box when subscribing, if you use the Website after you have been notified of a change to this Agreement, you are agreeing to be bound by that change.
15. FORCE MAJEURE
Neither party shall be held responsible for delay or failure in performance hereunder caused by acts of God (or natural disasters), terrorism, strikes, embargoes, fires, war, or other causes beyond the affected party’s reasonable control.
16.1 We may terminate your subscription and/or access, or suspend access to all or part of the Website, without notice, for any conduct that we, in our sole discretion, believes is in violation of this Agreement, any applicable law, or any act which is harmful to the interests of another user, service providers, partners or to us.
16.2 Either party may terminate this Agreement at any time, by giving the other party seven (7) days prior written notice of termination. Notice by e-mail is considered sufficient notice to terminate this Agreement.
16.3 Upon termination, any and all rights or licenses provided to you under this Agreement shall immediately cease.
This Agreement (including all documents incorporated by reference) is the entire agreement between the parties for its subject matter and supersedes all prior and contemporaneous communications between the parties. No term of this Agreement may be waived unless it is by us and signed by an authorized representative non-electronic writing express waiver. If any provision of this Agreement is held to be unenforceable under applicable law, such provision shall be excluded from this Agreement, and the balance of this Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its modified terms. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that no joint venture, partnership, employment or agency relationship exists between you and CrakRevenue or its affiliates as a result of this Agreement or your use of the Website.