THE AGREEMENT: This Affiliate Agreement
(hereinafter called the "Agreement") is provided by the following
organization, hereinafter referred to as "Company": Logicim inc. Our
primary website is located at the address listed above. The Agreement is a
legal document between you and the Company that describes the affiliate
relationship we are entering. This Agreement covers your responsibilities as an
affiliate and our responsibilities to you. Please ensure you read and
understand the entirety of this document, as well as have a lawyer's assistance
if you desire, because each of the terms of this Agreement are important to our
The parties referred to in this
Agreement shall be defined as follows:
a) Company, Us, We, Our, Ours: As
we described above, "We" will be referred to as the Company. "Us",
"we", "our", "ours" and other first-person
pronouns will also refer to the Company, as well as all employees or legal
agents of the Company.
b) You, the Affiliate: You will be
referred to as the "Affiliate". You will also be referred to,
throughout this Agreement, with second-person pronouns such as "You",
"Your", or "Yours".
c) Parties: Collectively, the
parties to this Agreement (the Company and You) will be referred to as
"Parties" or individually as "Party".
d) Affiliate Program: The program
we have set up for our affiliates as described in this Agreement will be
referred to as the "Affiliate Program".
e) Affiliate Application: The "Affiliate
Application" refers to the fully completed form which must be provided to
us for consideration for your inclusion to the Affiliate Program.
f) Website: The primary website we
have noted above will be referred to as "Website".
g) Partner: Other business partners,
associates or collaborators will be referred to as "Partner".
2) ASSENT & ACCEPTANCE
By submitting an application to our
Affiliate Program, you warrant that you have read and reviewed this Agreement
and that you agree to be bound by it. If you do not agree to be bound by this
Agreement, please leave the website immediately and do not submit an
application to our Affiliate Program. This Agreement specifically incorporates
by reference any Terms of Conditions, Privacy Policies, End-User License
Agreements, or other legal documents which we may have on our website.
3) AGE RESTRICTION
You must be at least 18 (eighteen)
years of age to join our Affiliate Program or use this Website. By submitting
an application to our Affiliate Program, you represent and warrant that you are
at least 18 years of age and may legally agree to this Agreement. The Company
assumes no responsibility or liability for any misrepresentation of your age.
4) PROGRAM SIGN-UP
In order to sign up for our Affiliate
Program, you will first be asked to agree to this Affiliate Agreement.
Submitting an Affiliate Application
does not guarantee inclusion in the Affiliate Program. We reserve the right to
evaluate each and every application and are the sole and exclusive
decision-makers on Affiliate acceptance. If we choose not to allow your
inclusion in the Affiliate Program, we may attempt to notify you in a
reasonable manner. If you do not hear from us within a reasonable time frame,
please consider your application rejected. We are not obligated to provide you with
any explanation for your rejection, but please be advised we may reject
applicants for any reason or manner, including but not limited to a website or
social media page which violates our Acceptable Use Policy.
If your Affiliate Application is
rejected, you may not reapply. If your Affiliate Application is accepted, each
of the terms and conditions in this Agreement applies to your participation. We
may also ask for additional information to complete your Affiliate Application
or for you to undertake additional steps to ensure eligibility in the Affiliate
This Agreement does not create an
exclusive relationship between you and us. You are free to work with similar
affiliate program providers in any category. This agreement imposes no
restrictions on us to work with any individual or company we may choose.
6) AFFILIATE PROGRAM
After your acceptance in the Affiliate
Program, you must ensure your account is set up thoroughly, including specific
payout information and location (such as a bank or online account which we may
use to issue payments).
Please be advised the below
is a general description of the Affiliate Program. Everything contained in this
subsection is subject to the specific terms and conditions throughout the rest
of this Agreement.
We will provide you with a specific
link or links which correspond to certain products we are offering for sales
(collectively, the "Link"). The Link will be keyed to your identity
and will send online users to the Company's website or websites. You hereby
agree to fully cooperate with us regarding the Link and that you will
explicitly always comply with all of the terms of this Agreement for the promotion
of the Link. We may modify the specific link or links and will notify you if we
do so. You agree to only use links which are prior approved by us and to
display the Link prominently on your website or social media page, as described
in your Affiliate Application (collectively, the "Affiliate Site").
Each time a user clicks through the
Link posted on the Affiliate Site and completes the sale of product and we
determine it is a Qualified Purchase, as described below, you will be eligible
to receive the following percentage of the sale, according to your entire
500$ - 999$
1000$ - 4999$
Each time a user clicks through the
Link posted on the Affiliate Site and completes the sale of a service and we
determine it is a Qualified Purchase, as described below, you will be eligible
to receive a commission payout of 10%.
7) SPECIFIC TERMS APPLICABLE
We will determine whether payout is
permissible at our sole and exclusive discretion. We reserve the right to
reject clicks and/or sales that do not comply with the terms of this Agreement.
Processing and fulfillment of orders
will be our responsibility. We will also provide real-time data regarding your
account with us through the portal on which you log into the website.
As described above, to be eligible for
payouts, user purchases must be "Qualified Purchases." Qualified
a) Must not be referred by any
other Partner or Affiliate link (in other words, Qualified Purchases are only
available through your specific Affiliate Link;
b) May not be purchased by an
already-existing Partner or Affiliate;
c) May not be purchased prior to
the Affiliate joining the Affiliate Program;
d) May only be purchased through a
properly tracking Affiliate Link which is valid only within the first 24 hours
following the activation of the creation of a new client account;
e) May not be purchased by a
customer in violation of any of our legal terms or Acceptable Use Policy;
f) May not have been induced by the
Affiliate offering the customer any coupons or discounts nor by using other marketing
g) May not be fraudulent in any
way, in the Company's sole and exclusive discretion;
h) May not be resold;
8) PAYOUT INFORMATION
Payouts will only be available when
the Company has your current address information as well as accounting and tax
documentation. You may be asked to submit a W8/W9 tax form. Accounting
information may include the routing and account number of a bank where you wish
the Company to make a direct deposit or may include an email address for an
online method of payment.
Currently, the Company employs the
following methods of payout:
For any changes in your address or
accounting information, you must notify us immediately and we will endeavor to
make the changes to your payout information as soon as possible.
Payouts will be available the second
month or period after they occur. As payouts are made every month, an entire
month must past before the payout of that period are available. For example,
the payment for the sales made in March will be issued in May. We explicitly
reserve the right to change payout information in our sole and exclusive
discretion. If we do so, you will be notified.
Payouts are also subject to the
a) Payouts are only available when a threshold of the following amount
is met: $50 (fifty dollars).
b) No commissions are issued for canceled sales nor refunds.
For any disputes regarding payouts,
the Company must be notified within thirty days of the payout. We will review
each dispute notification as well as the underlying payout transaction to which
it is related. Disputes filed after thirty days of payout will not be
You may log into your account with us
to review reports related to your affiliation, such as payout reports and
Qualified Purchase and/or Purchase information. Please be advised
however, that not all listed qualifying purchases have been fully
reviewed for accuracy in the reports viewable by you in real time and therefore
may be subject to change prior to payout.
10) TERM, TERMINATION & SUSPENSION
The term of this Agreement will begin
when we accept you into the Affiliate Program. It can be terminated by either
Party at any time with or without cause.
You may only earn payouts if you are
an Affiliate. If you terminate this Agreement with us, you will qualify to
receive payouts earned prior to the date of termination.
If you fail to follow the terms of
this Agreement or any other legal terms we have posted anywhere on our website
or websites, you forfeit all rights, including the right to any unclaimed or
We specifically reserve the right to
terminate this Agreement if you violate any of the terms outlined herein,
including, but not limited to, violating the intellectual property rights of
the Company or a third party, failing to comply with applicable laws or other
legal obligations, and/or publishing or distributing illegal material.
At the termination of this Agreement,
any provisions that would be expected to survive termination by their nature
shall remain in full force and effect.
11) INTELLECTUAL PROPERTY
You agree that the intellectual
property owned by the Company includes all copyrights, trademarks, trade
secrets, patents, and other intellectual property belonging to the Company
Subject to the limitations listed
below, we hereby grant you a non-exclusive, non-transferable, revocable license
to access our websites in conjunction with the Affiliate Program and use the
Company IP solely and exclusively in conjunction with identifying our company
and brand on the Affiliate Site to send customers the Affiliate Link we
provide. You may not modify the Company IP in any way, and you are only
permitted to use the Company IP if you are an Affiliate in good standing terms with
We may revoke this license at any time
and if we find that you are using the Company IP in any manner not contemplated
by this Agreement, we reserve the right to terminate this Agreement.
Other than as provided herein, you are
not permitted to use any of the Company IP or any confusingly similar variation
of the Company IP without our express prior written permission. This includes a
restriction on using the Company IP in any domain or website name, in any
keywords or advertising, in any metatags or code, or in any way that is likely
to cause consumer confusion.
Please be advised that your
unauthorized use of any Company IP shall constitute unlawful infringement and
we reserve all our rights, including the right to pursue an infringement suit
against you in federal court. You may be obligated to pay monetary damages or
legal fees and costs.
You hereby provide us a non-exclusive
license to use your name, trademarks, and service marks if applicable and other
business intellectual property to advertise our Affiliate Program.
12) MODIFICATION & VARIATION
The Company may, from time to time and
at any time, modify this Agreement. You agree that the Company has the right to
modify this Agreement or revise anything contained herein. You further agree
that all modifications to this Agreement are in full force and effect
immediately upon posting on the Website and that modifications or variations
will replace any prior version of this Agreement, unless prior versions are
specifically referred to or incorporated into the latest modification or
variation of this Agreement. If we update or replace the terms of this
Agreement, we will let you know via electronic means, which may include an
email. If you do not agree to the update or replacement, you can choose to
terminate this Agreement as described below.
a) To the extent that any part or
subpart of this Agreement is held ineffective or invalid by any court of law,
you agree that the prior, effective version of this Agreement shall be fully
considered enforceable and valid.
b) You agree to routinely monitor
this Agreement to note modifications or variations. You further agree to clear
your cache when doing so to avoid accessing a prior version of this Agreement.
13) RELATIONSHIP OF THE PARTIES
Nothing contained within this
Agreement shall be construed to form any partnership, joint venture, agency,
franchise, or employment relationship. You are an independent contractor of the
Company and will always remain so.
14) ACCEPTABLE USE
You agree not to use the Affiliate
Program or our Company for any unlawful purpose or any purpose prohibited under
this clause. You agree not to use the Affiliate Program in any way that could
damage our websites, products, services, or the general business of the Company.
a) You further agree not to use the
I) To harass, abuse, or threaten
others or otherwise violate any person's legal rights;
II) To violate any intellectual
property rights of the Company or any third party;
III) To upload or otherwise
disseminate any computer viruses or other software that may damage the property
IV) To perpetrate any fraud;
V) To engage in or create any
unlawful gambling, sweepstakes, or pyramid scheme;
VI) To publish or distribute any
obscene or defamatory material;
VII) To publish or distribute any
material that incites violence, hate, or discrimination towards any group;
VIII) To unlawfully gather
information about others.
15) AFFILIATE OBLIGATIONS & GOVERNEMENT COMPLIANCE
You are responsible for ensuring
operation and maintenance of the Affiliate Site, including technical
operations, written claims, Affiliate Link, and accuracy of materials. You must
ensure, as noted above, that the Affiliate Site does not infringe upon the
intellectual property rights of any third party or otherwise violate any legal
We may monitor your account, as well
as clicks and/or purchases coming through your account. If we determine you are
not in compliance with any of the terms of this Agreement, we have the right to
immediately terminate your participation in the Affiliate Program.
We require all our Affiliates to
comply with all applicable statutes, regulations, and guidelines set by their
federal government as any other state, provincial, local or municipal governments
as mandated. For instance, the Federal Trade Commission requires that affiliate
relationships, such as the relationship between you and the Company, be
disclosed to consumers.
We recommend that you seek independent
legal counsel to advise you of our obligations to disclose in this manner.
You are required to post a conspicuous
notice on your website regarding the Affiliate Program. The notice does not
have to contain the precise words as the example given below, but should be
We engage in affiliate marketing
whereby we receive funds through the sale of goods or services on or through
this website. This disclosure is intended to comply with the US Federal Trade
Commission Rules on marketing and advertising, as well as any other legal
requirements which may apply.
We also require you to comply with all
applicable data privacy and security laws and regulations, including all of
those which may impact your country of residence or your visitors. Such
regulations include, but are not limited to, any applicable laws in the United
States and Canada or the General Data Protection Regulation of the European
Union. We also require that you implement adequate organizational and technical
measures to ensure an appropriate level of security for the data that you
process. Further, you hereby agree to comply with any requests which we may
make to you regarding compliance with the General Data Protection Regulation or
requests which you may receive from data subjects.
If we find you are not in compliance
with any of the requirements of this subpart, we may terminate our relationship
with you at our sole and exclusive discretion.
16) REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the
a) Reverse engineer or attempt to
reverse engineer or disassemble any code or software from or on any of our websites
b) Violate the security of any of
our websites or services through any unauthorized access, circumvention of
encryption or other security tools, data mining or interference to any host,
user or network.
17) DATA LOSS
The Company does not accept
responsibility for the security of your account or content. You agree that your
participation in the Affiliate Program is at your own risk.
You agree to defend and indemnify the
Company and any of its agents (if applicable) and hold us harmless against any
and all legal claims and demands, including reasonable attorney's fees, which
may arise from or relate to your use or misuse of the Affiliate Program, your
breach of this Agreement, or your conduct or actions. You agree that the
Company shall be able to select its own legal counsel and may participate in
its own defense, if the Company wishes.
19) SPAM POLICY
You are strictly prohibited from using
the Affiliate Program for illegal spam activities, including gathering email
addresses and personal information from others or sending any mass commercial
20) ENTIRE AGREEMENT
This Agreement constitutes the entire
understanding between the Parties with respect to the Affiliate Program. This
Agreement supersedes and replaces all prior or contemporaneous agreements or
understandings, written or oral.
21) SERVICE INTERRUPTIONS
The Company may need to interrupt your
access to the Affiliate Program to perform maintenance or emergency services on
a scheduled or unscheduled basis. You agree that your access may be affected by
unanticipated or unscheduled downtime, for any reason, but that the Company
shall have no liability for any damage or loss caused as a result of such
22) NO WARRANTIES
You agree that your use of the
Affiliate Program is at your sole and exclusive risk and that any services
provided by us are on an "As Is" basis. The Company hereby expressly
disclaims any and all express or implied warranties of any kind, including, but
not limited to the implied warranty of fitness for a particular purpose and the
implied warranty of merchantability. The Company makes no warranties that the
Affiliate Program will meet your needs or that it will be uninterrupted,
error-free, or secure. The Company also makes no warranties as to the
reliability or accuracy of any information. You agree that any damage that may
occur to you, through your computer system, or as a result of loss of your data
from your use of the Affiliate Program is your sole responsibility and that the
Company is not liable for any such damage or loss.
23) LIMITATION ON LIABILITY
The Company is not liable for any
damages that may occur to you as a result of your participation in the
Affiliate Program, to the fullest extent permitted by law. The maximum
liability of the Company arising from or relating to this Agreement is limited
to one hundred ($100) dollars. This section applies to any and all claims by
you, including, but not limited to, lost profits or revenues, consequential or
punitive damages, negligence, strict liability, fraud, or torts of any kind.
24) GENERAL PROVISIONS:
A) LANGUAGE: All communications made,
or notices given pursuant to this Agreement shall be in the English language.
B) JURISDICTION, VENUE & CHOICE
OF LAW: Through your participation in the Affiliate Program, you agree that
Quebec shall govern any matter or dispute relating to or arising out of this
Agreement, as well as any dispute of any kind that may arise between you and
the Company, with the exception of its conflict of law provisions. In case any
litigation specifically permitted under this Agreement is initiated, the
Parties agree to submit to the personal jurisdiction of the provincial courts
of the following county: Montreal. The Parties agree that this choice of law,
venue, and jurisdiction provision is not permissive, but rather mandatory in
nature. You hereby waive the right to any objection of venue, including
assertion of the doctrine of forum non conveniens or similar doctrine.
C) ARBITRATION: In case of a
dispute between the Parties relating to or arising out of this Agreement, the
Parties shall first attempt to resolve the dispute personally and in good
faith. If these personal resolution attempts fail, the Parties shall then
submit the dispute to binding arbitration. The arbitration shall be conducted
in the following county: Montreal. The arbitration shall be conducted by a
single arbitrator, and such arbitrator shall have no authority to add Parties,
vary the provisions of this Agreement, award punitive damages, or certify a
class. The arbitrator shall be bound by applicable and governing provincial and
federal laws as well as the law of Quebec. Each Party shall pay their own costs
and fees. Claims necessitating arbitration under this section include, but are
not limited to: contract claims, tort claims, claims based on federal and provincial
laws, and claims based on local laws, ordinances, statutes or regulations.
Intellectual property claims by the Company will not be subject to arbitration
and may, as an exception to this subpart, be litigated. The Parties, in
agreement with this subpart of this Agreement, waive any rights they may have
to a jury trial in regard to arbitral claims.
D) ASSIGNMENT: This Agreement, or
the rights granted hereunder, may not be assigned, sold, leased, or otherwise
transferred in whole or part by you. Should this Agreement, or the rights granted
hereunder, by assigned, sold, leased, or otherwise transferred by the Company,
the rights and liabilities of the Company will bind and inure to any assignees,
administrators, successors, and executors.
E) SEVERABILITY: If any part or
subpart of this Agreement is held invalid or unenforceable by a court of law or
competent arbitrator, the remaining parts and subparts will be enforced to the
maximum extent possible. In such condition, the remainder of this Agreement
shall continue in full force.
F) NO WAIVER: In the event that we
fail to enforce any provision of this Agreement, this shall not constitute a
waiver of any future enforcement of that provision or of any other provision.
Waiver of any part or subpart of this Agreement will not constitute a waiver of
any other part or subpart.
G) HEADINGS FOR CONVENIENCE ONLY:
Headings of parts and subparts under this Agreement are for convenience and
organization, only. Headings shall not affect the meaning of any provisions of
H) FORCE MAJEURE: The Company is
not liable for any failure to perform due to causes beyond its reasonable
control including, but not limited to, acts of God, acts of civil authorities,
acts of military authorities, riots, embargoes, acts of nature, natural
disasters, pandemics, and other acts which may be due to unforeseen
I) ELECTRONIC COMMUNICATIONS
PERMITTED: Electronic communications are permitted to both Parties under this
Agreement, including email or fax. For any questions or concerns, please email us
at the following address: firstname.lastname@example.org.