AFFILIATE AGREEMENT

 

Fleet Creative

 

the “Business”

 

Approved Affiliate

the “Affiliate”

All products tagged with “affiliate”

 

the “Products”

May 10th, 2022

 

the “Effective Date”

 

  1. Legal Agreement – By submitting an application to the Affiliate Program, the Affiliate agrees to the legal terms and conditions of this Affiliate Agreement governing the Affiliate Program with the Business.

 

  1. Application Form – In order to enroll in the Affiliate Program, the Affiliate must complete an application form provided by the Business. The Applicant agrees that any registration information provided to the Business will be accurate, correct and up to date, and that the account will not be used for any illegal or unauthorized purpose. Applications will be evaluated by the Business and the Business reserves the right to deny entrance into its Affiliate Program to any applicant that is deemed unqualified for any reason, as determined at Business’s sole and absolute discretion.

 

  1. Acceptance as an Affiliate – Upon acceptance by the Business, the Affiliate will be notified by e-mail.

 

  1. Limited License to Use Intellectual Property – Upon acceptance into the Affiliate Program, the Business grants to the Affiliate a revocable, non-exclusive, worldwide, royalty-free license to use the Promotional Materials provided by Company during the term of this Agreement. The Affiliate may display these materials on the Affiliate’s website for the sole purpose of participating in the Affiliate Program. The Affiliate is prohibited from distributing, reproducing, modifying, amending, or creating derivative works of the Promotional Materials. Upon cancellation by either party, Affiliate’s limited license to use the Promotional Materials for the purpose of promoting the products or services offered through the Affiliate Program, will cease as of the cancellation date. Upon the cancellation date, Affiliate must immediately cease any use of the Promotional Material. The Affiliate is not granted a license to use any of the Company’s intellectual property or proprietary material, other than the Promotional Materials discussed above.

 

  1. Commission – The Affiliate will be paid a referral fee (“Commission”), for each customer who completes a purchase on the Company website using the unique affiliate link assigned to Affiliate (“Link”). Commissions will be calculated based upon the Gross Sales Price. 

    The Gross Sales Price is defined as all payments received by the Company by the sale of the product, but not including any shipping and handling, sales tax, finance charges, special service fees such as gift wrapping or packaging, late charges, collection costs, imports/export duties, amounts due to credit card fraud, credits given to customers, bad debt right-off and refunded products or services. The Affiliate shall be paid Commissions only on sales that are tracked through the Company’s online tracking system and indicate the Link as the source. 

    The Commission rate is 50% of the Gross Sales Price of each completed purchase made through the Affiliate’s link and actually paid to the Business. The Business reserves the right to change and amend the commission rate structure at any time, in the Company’s sole discretion. 

    Commissions will be paid to the Affiliate on a monthly basis. Commissions will be adjusted for orders that are cancelled, returned, or where payment is otherwise refunded to the purchaser. All payments will be made to the Affiliate’s PayPal account unless other arrangements are approved by the Business.

 

  1. Term – The term of this Agreement shall be 1 year from the date of acceptance of the Affiliate. At the end of the term, this Agreement will automatically renew for an additional 1 year term unless cancelled by either party in accordance with Section 9.

 

  1. Promotional Materials – Company shall make available to Affiliate certain banner advertisements, button links, text links, or other graphic or text material for display and use on the Affiliate website (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Company’s website, as specified by the Company. The Affiliate may not use any graphic, text or other materials to promote Company’s website, products or services other than the Promotional Materials provided by the Business, unless the Business approves such other materials in writing prior to their display.

 

  1. Duties of the Affiliate – The Affiliate is solely responsible for the development, maintenance and operation of the Affiliate’s website and for placing Links on Affiliate’s website in compliance with the terms of the Affiliate Program. 

    The Affiliate is responsible for disclosing that the Links provided on its website or marketed to potential customers by other means are affiliate links in accordance with applicable legislation. The Affiliate agrees to send all commercial electronic messages in accordance with the rules of all applicable anti-spam legislation and privacy legislation, including having proper identification, consent and unsubscribe mechanisms. 

    The Affiliate is responsible for all materials that appear on Affiliate’s website and for ensuring that such items do not infringe upon the rights of any third party including, but not limited to, copyright, trademark, privacy or other proprietary rights.

 

  1. Cancellation – Company or Affiliate may cancel this Agreement for any reason by providing 30 days written notice to the other party. The date this notice is sent will be the Cancellation Date. Failure to comply with the terms of this Agreement will result in immediate cancellation of this Agreement by the Company and forfeiture by Affiliate of any accrued, unpaid commissions. Company shall pay any pending commissions owed to Affiliate through the Cancellation Date, if a cancellation of this Agreement occurs for any reason other than a violation of this Agreement on the part of the Affiliate. Upon cancellation by either party, Affiliate’s limited license to use the intellectual property of Company for the purpose of promoting the products or services offered through the Affiliate Program, will cease as of the Cancellation Date.

 

  1. Customer Service Standards – The Business will handle all aspects of customer service for customers who purchase through the Affiliate’s Link including customer inquiries, product orders, customer billing and collection, and product delivery. The Business reserves the right to change the Company’s policies and procedures, pricing structure, add or cancel any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Affiliate or customers purchasing through the Affiliate’s Link.

 

  1. Affiliate Intellectual Property – The Affiliate grants the Business a revocable, non-exclusive, worldwide, royalty-free license to use the Affiliate’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Affiliate’s participation in the Affiliate Program. The Company has no obligation to announce, advertise, market, or promote the Affiliate’s participation in the Company Affiliate Program, but reserves the right to do so at its sole discretion.

 

  1. LIMITATION OF LIABILITY. Subject to applicable law, in no event shall the Business and its partners, employees, consultants, agents or licensors be liable for damages of any kind including, without limitation, any direct, special, indirect, punitive, incidental or consequential damages including, without limitation, any loss or damages in the nature of or relating to lost business, lost savings, lost data or lost profits arising from your use of, reliance upon, or inability to use the Affiliate Program, regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise. The foregoing limitation shall apply even if the Business knew of or ought to have known of the possibility of such damages.

 

  1. DISCLAIMER OF WARRANTIES. The Affiliate Program is provided “as is” and “as available”, without warranty or condition of any kind, either express or implied. The Business expressly disclaims all warranties and conditions, including any statutory or implied warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment or non-infringement in respect to the Affiliate Program, to the fullest extent permissible under applicable law. While the Business endeavours to provide content that is correct, accurate and timely, no representations or warranties are made regarding the Affiliate Program including, without limitation, the Business provides no representation or warranty that (i) the Affiliate Program will be accurate, reliable, complete, current, timely or suitable for any particular purpose, (ii) that the operation of the course hosting platform will be uninterrupted or error-free, (iii) that defects or errors in the Affiliate Program will be corrected, (iv) that the course hosting platform will be free from viruses, malware, worms or other harmful components, and (v) that communications to or from the course hosting platform will be secure and/or not intercepted. You acknowledge and agree that you are using the Affiliate Program at your own risk and liability.

 

  1. RELEASE AND INDEMNITY. The Affiliate hereby agrees to release the Business and their partners, employees, consultants, agents and licensors from, and in no event shall any or all of the Business and their partners, employees, consultants, agents or licensors be liable to you or any other person or entity, for any and all liabilities and damages (including any direct, indirect, special, exemplary or consequential damages, including lost profits) whatsoever arising from your use of the Affiliate Program (including any breach by you thereof), or otherwise relating to this Agreement and you agree that your sole remedy for any claim, loss, damage, costs or expenses is to cease using the Affiliate Program. The Affiliate will indemnify and hold harmless the Business and its partners, employees, consultants, agents or licensors from and against any claims, losses, judgments, damages, costs and expenses (including without limitation, reasonable legal fees) incurred by any of them due to or resulting from your use of the Affiliate Program or otherwise relating to this Agreement (including any breach by you thereof). The Affiliate will also indemnify and hold harmless the Business and their partners, employees, consultants, agents or licensors from and against any claims brought by third parties arising out of your use of the Affiliate Program or its content.

 

  1. Entire Agreement and Amendments – This Agreement constitutes the entire agreement between the parties pertaining to the Affiliate Program. No amendments of this Agreement shall be binding unless executed in writing by all the parties.

 

  1. Assignment – This Agreement shall be binding on, and shall ensure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns provided, however, that Affiliate may not assign any of its rights under this Agreement, except to a wholly owned subsidiary entity of Affiliate. No such assignment by Affiliate to its wholly owned subsidiary shall relieve the Affiliate of any of its obligations or duties under this Agreement.

 

  1. Notices – All notices, requests, demands, and other communications under this Agreement shall be sent via e-mail to the Business and the Affiliate at the e-mail addresses used in the Application Form. Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new e-mail address.

 

  1. Governing Law and Jurisdiction. The Affiliate Program is operated by the Business within the Province of Manitoba, Canada. By accessing or using the Affiliate Program, the Affiliate agrees that all matters relating to your access to, or use of the Affiliate Program and its content shall be governed by the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The Affiliate agrees and hereby submits and attorns to the exclusive jurisdiction of the courts of the Province of Manitoba, with respect to all matters relating to their access to and use of the Affiliate Program.

 

  1. Recovery of Litigation Expenses – If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable legal fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

 

  1. Severability – If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.