Affiliate Program Agreement

PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (the “Affiliate”) and Jointly Solutions Ltd. (“Jointly” or “us“) and its wholly or partially owned affiliates. It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.

The Affiliate Program Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes or ends. If we update or replace the terms, we or the Affiliate Tool will let you know via electronic means, which may include a notification in your Affiliate Tool or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

1.   Definitions

• “Affiliate Program” means our affiliate program as described in this Agreement.
• “Affiliate Coupon” means the unique coupon we provide to you to place on your site or promote through other channels which provides your customers with an agreed percentage off the regular price of Jointly Products.
• “Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
• “Affiliate Policies” means the policies applicable to affiliates which we publish from time to time.
• “Affiliate Tool” means the tool and web platform that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.
• “Agreement” means this Affiliate Program Agreement and all materials referred or linked to in this document.
• “Commission” means the agreed percentage of the pre-tax value of each Customer Purchase.
• “Customer” means the user of the Jointly Products who has purchased or signed up for the Jointly Products after (1) clicking on the Affiliate Link, or (2) using the Affiliate Coupon.
• “Customer Purchases” means those transactions by Customers that are eligible for Commission pursuant to the ‘Customer Purchases’ section of this Agreement.
• “Jointly Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services or the Jointly Products.
• “Jointly Products” means the products and services sold by Jointly through getjointly.ca.
• “Program Policies Page” means the landing page: https://www.getjointly.ca/affiliate-account where we will provide guidelines and policies for the Affiliate Program.
• “We”, “us”, “our”, and “Jointly” means Jointly Solutions Ltd.
• “You” and “Affiliate” means the party, other than Jointly, entering into this Agreement and participating in the Affiliate Program.
  
  

2.  Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the sale and use of similar services and products.

3.  Affiliate Acceptance

Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.

If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.

You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

4. Customer Purchases

a. Affiliate Program Limits

We will pay you Commission as described in the Affiliate Tool (or if applicable, in the Program Policies) for each new Customer who completes a Customer Purchase, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. You will not be entitled to receive Commission on any additional purchases of Jointly Products by that same Customer.

b. Eligibility

To be eligible for Commission:

• a Customer Purchase must have occurred, and
• a Customer must remain a customer for at least 30 days following the Customer Purchase.

You are not eligible to receive Commission or any other compensation from us if:

• such compensation is disallowed or limited by federal, provincial, or local law, or
• the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, misuse of the Affiliate Tool or by any other means that we deem to breach the spirit of the Affiliate Program.

We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.

c. Acceptance and Validity

You will only be eligible for a Commission payment for Customer Purchases that derived from the Affiliate Link or Affiliate Coupon that we make available to you, and which were not made by previous Customers of ours. If a Customer purchases Jointly Products more than 30 days after their first click on the Affiliate Link, you will not be eligible for a Commission payment.

d. Commission and Payment

In order to receive payment under this Agreement, you must have:

• agreed to the terms of this Agreement (generally completed through the Affiliate Tool);
• completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions;
• provided valid and up-to-date payment details in the Affiliate Tool; and
• completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.
  
  

e. Requirements for Payment; Forfeiture

Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 4(d)(1-4) remain outstanding for three  months immediately following a Customer Purchase, then your right to receive Commission arising from such Customer Purchase will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 4(d)(1–4), then you will be eligible to receive Commission on Customer Purchases, as long as these Customer Purchases do not involve the same Customer associated with a Forfeited Transaction.

f. Commission Payment

Commission Payments will be made in Canadian dollars.  We reserve the right to alter or change the Commission amount if our pricing or product structure changes.

g. Taxes

You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

5.  Trademarks

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.

During the term of this Agreement, if we make our trademark available to you within the Affiliate Tool, you may use our trademark as long as you follow the usage requirements in this section.

You must:

• only use the images of our trademark that we make available to you, without altering them in any way;
• only use our trademarks in connection with the Affiliate Program and this Agreement;
• comply with our vendor kit; and
• immediately comply if we request that you discontinue use.

You must not:

• use our trademark in a misleading or disparaging way;
• use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or
• use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
  
  

6.  Proprietary Rights

a. Jointly’s Proprietary Rights

No license to any software is granted by this Agreement. The Jointly Products are protected by intellectual property laws. The Jointly Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Jointly Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Jointly Content, or the Jointly Products in whole or in part, by any means, except as expressly authorized in writing by us.

We encourage all customers, affiliates and partners to comment on the Jointly Products and provide suggestions for improving them. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Jointly Products, without payment to you.

7.  Term and Termination

a. Term

This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.

b. Termination Without Cause

Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.

c. Termination for Agreement Changes

If we update or replace the terms of this Agreement, you may terminate this Agreement on five days’ written notice to us, provided that you send us written notice within ten days after we send you notice of the change.

d. Termination for Cause

We may terminate this Agreement:

• upon thirty days’ notice to you of a material breach if such breach remains uncured at the expiration of such period;
• upon fifteen days’ notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period;
• immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or
• immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
  
  

e. Effects of Expiration/Termination

Expiration of this Agreement, and termination of this Agreement:

• without cause by us,
• by you with cause,
• by you according to the ‘Termination for Agreement Changes’ section,

shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Purchase is recognized by us within thirty days after the date of such termination or expiration. We will not pay you fees on Customer Purchases recognized by us after thirty days after the date of such termination or expiration set out above.

Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement.

Upon termination or expiration, you will discontinue all use of the Affiliate Tool and delete all resources that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral.

8. Affiliate Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.

You further represent and warrant that (i) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate leads; (ii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Jointly’s own advertising, including, but not limited to, our branded keywords; (iii) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (iv) you will not attempt to mask the referring URL information; (v) you will not use your own Affiliate Link to purchase Jointly Products for yourself; and (vi) you will not use any mechanisms to deliver leads other than through an intended consumer.

9. Limitations of Liability

a. Disclaimer of Warranties

We make no representations or warranties to you about the suitability, reliability, availability, timeliness, security or accuracy of the Jointly Products, Jointly Content, the Affiliate Program or the Affiliate Tool for any purpose. We disclaim all warranties and conditions to you of any kind with regard to the Jointly Products and the Affiliate Tool including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.

b. No Indirect Damages

To the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.

c. Limitation of liability

If, notwithstanding the other terms of this agreement, we are determined to have any liability to you or any third party, the parties agree that our aggregate liability will be limited to the total commission amounts you have actually earned for the related Customer Purchases in the twelve-month period preceding the event giving rise to a claim.

d. Cookie duration

Cookies used as part of the affiliate tool have a set duration. If a potential customer clears their cookies during this period, jointly shall not be liable for any commissions that may have been owed to you.

10.  General

a. Amendment; No Waiver

We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version at https://getjointly.ca/affiliate-terms/. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

b. Applicable Law

This Agreement shall be governed by the laws of British Columbia, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the courts in British Columbia.

c. Force Majeure

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

d. Relationship of the Parties

Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

e. Compliance with Applicable Laws

You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply with all applicable foreign and domestic laws (including without limitation laws applicable to sending of unsolicited email), governmental regulations, and court orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.

f. Severability

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

g. Notices

Notice will be sent to the email address set below (as such may be changed by notice given to the other party) and will be deemed delivered as of the first business day following transmission.

• To Jointly Solutions Ltd.: affiliates@getjointly.ca
• To you: your email address as provided in our affiliate account information for you.
  
  

h. Entire Agreement

This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. Our obligations are not contingent on the delivery of any future functionality or features of the Jointly Products or dependent on any oral or written public comments made by us regarding future functionality or features of the Jointly Products.

i. Assignment

You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

j. Program Policies Page

We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference.