ZeroLike Affiliate Program Agreement

This Agreement contains the complete terms and conditions which you (the “Affiliate”) agree to be bound by as a participant in the ZeroLike (“ZeroLike”) Affiliate program (the “Program”) and which shall apply once your application to participate in the Program has been accepted by ZeroLike. By agreeing to the Affiliate Agreement terms during your membership registration process you indicate your acceptance of this Agreement.

ARTICLE 1. Introduction

1.01 ZeroLike is the sole and exclusive owner of all right, title and interest including all intellectual property rights in and to the contents, logos, style, design, look and feel, trade names and trademarks to a certain Program (including and all future versions thereof) called “ZeroLike Affiliate Program”.

1.02 ZeroLike intends to promote the Program electronically using, in part, third party Affiliates who will promote the Program via e-mail including links to ZeroLike Web site.

ARTICLE 2. Participation & Representation

2.01 ZeroLike hereby grants to the Affiliate the non-exclusive and revocable right to market and advertise the Program and to establish links to ZeroLike Web site, the whole in accordance with this Agreement.

2.02 The Affiliate shall diligently and continuously market and advertise the Program through the Internet, at its sole cost and expense.

2.03 The Affiliate represents and warrants to ZeroLike that this Agreement has been duly and validly executed and constitutes and shall continue to constitute a legal obligation, enforceable in accordance with its terms.

2.04 Qualified Affiliates must be at least 18 (eighteen) years of age.

ARTICLE 3. Affiliate Compensation

3.01 If, as a result of a direct advertising effort of the Affiliate, a referred individual joins the ZeroLike Affiliate Program (the “Member) through a qualified, trackable affiliate link, ZeroLike shall pay the Affiliate an amount determined in accordance with the Affiliate compensation schedule.

3.02 The Affiliate will only receive credit for a referral if the sale occurs within 90 days of the visitor passing through the Affiliate link. If a visitor passes through qualified links from two different Affiliates before making a purchase, then the first link is credited with the sale.

3.02 The Affiliate shall be responsible for reporting the Compensation to its taxation authorities as required by law.

3.03 ZeroLike shall post and maintain, on a current basis, a designated password-protected Web page for each Affiliate showing the Affiliate's participation in the Program including number of community members referred by them and an estimate of the Compensation owing to them. ZeroLike shall, on or about the 15th day of the 3rd month past the payment period of each 30 days, submit the compensation by Paypal transfer representing the amount payable in the applicable 30-day period. Affiliates will receive the compensation in US funds. For administrative convenience, ZeroLike will not issue payments for which the compensation level reached is less than $25.00 US dollars unless the Affiliate agrees to assume ZeroLike's cost of processing the payment.

3.04 Upon written request and at the Affiliate's expense, the Affiliate may cause ZeroLike's books and records to be examined by an independent firm of chartered accountants to ensure compliance with this Agreement. The firm of chartered accountants utilized shall limit the scope of their examination to the relevant information regarding the Compensation and shall keep private and confidential all information obtained in the course of the said examination.

3.05 In any case where a purchaser makes a duplicate entry, later returns a product or requests and receives a refund from the third party payment processor, enters through an non-qualified link, makes an unauthorized payment, or does not make full payment to ZeroLike, commission payment to be made or already made to the Affiliate for that purchase shall be rescinded.

ARTICLE 4. Relationships of Parties

4.01 While the parties shall work hand-in-hand for the benefit of both, the parties acknowledge and agree that the Affiliate shall, from a legal perspective, act as and shall be an independent contractor and not an employee or agent of ZeroLike.
 
4.02 Nothing in this Agreement shall create a partnership, joint venture, agency, or franchise between the parties in the legal sense of these terms. The Affiliate shall not sign any document in the name of or on behalf of ZeroLike nor shall it hold itself out as being an agent of ZeroLike or as having apparent authority to contract for or bind ZeroLike. The Affiliate will have no authority to make or accept any offers or representations on ZeroLike’s behalf.

 

ARTICLE 5. Limitations of Liability

5.01 In no event shall ZeroLike be liable for special, incidental, consequential or punitive damages, including, without limitation, any damages resulting from loss of profits, loss of business or loss of goodwill arising out of or in connection with this Agreement, whether or not such party has been advised of the possibility of such damages. ZeroLike shall not be liable for any damages if, for any reason whatsoever, its Web site fails or is non-operational for any reason whatsoever.

ARTICLE 6. Terms of Agreement

6.01 In the event that the Affiliate breaches any of the undertakings or obligations set forth in this Agreement and ZeroLike’s Terms of Service, and does not remedy same within 7 days notice from ZeroLike, it shall automatically forfeit the compensation then receivable or receivable at any time in the future. ZeroLike shall, in addition, have the right to terminate this Agreement and shall retain all other rights and remedies available to it at law or in equity.

6.02 This Agreement shall automatically terminate if the Affiliate ceases to actively promote the Member program for a period of 60 days. ZeroLike shall have the right but not the obligation to terminate this Agreement with a Affiliate whose number of Members registered is less than 50 in a 12-month period by giving the Affiliate 30 days notice of termination. In such cases the compensation owing, representing the sums earned shall be paid even after termination of this Agreement. The Affiliate shall have the right to terminate this Agreement at any time upon written notice to ZeroLike.

ARTICLE 7. Modification of Agreement

7.01 ZeroLike may, in good faith, modify any of the terms and conditions contained in this Agreement (including the Affiliate Compensation Schedule), at any time and in its sole discretion, by posting a change notice or a new Affiliate Agreement on its Web site. Any changes to the Compensation rate or terms shall only come into force 30 days following posting. If any modification to this Agreement are not acceptable to the Affiliate, its only recourse is to terminate this Agreement. The Affiliate’s continued participation in the Program following the said posting of a change notice or new Agreement shall constitute binding acceptance by the Affiliate of the change.

7.02 If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

7.03 The Affiliate shall not assign, transfer or convey this Agreement or any part thereof to any other party without ZeroLike's consent, which shall not be unreasonably refused.

7.04 This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, legatees, executors, legal representatives, successors and assigns.

7.05 This Agreement represents the entire Affiliate agreement between the parties and supersedes all prior negotiations, agreements and understandings, if any. For greater certainty but without restricting the aforementioned, information contained in any of the following shall not form part of this Agreement, namely: descriptions of the Program (including the descriptions of Compensation payable to the Affiliate) on ZeroLike's Web site(s); e-mail communications from ZeroLike or from any of its employees, officers or directors; in the Program, or in marketing/informational documents.

ARTICLE 8. Independent Investigation

8.01 The Affiliate acknowledges that it has reviewed this Agreement and agrees to all its terms and conditions. The Affiliate understands that ZeroLike may at any time solicit referrals on terms that may differ from those contained in this Agreement or operate Web sites that are similar to or compete with the Affiliate's Web site. The Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee or statement other than as set forth in this Agreement.

ARTICLE 9. Miscellaneous Provisions

9.01 Any reference in this Agreement to gender includes all genders and words importing the singular number only shall include the plural and vice versa.

9.02 The insertion of headings and the division of this Agreement into Articles and Sections are for convenience reference only and are not to affect its interpretation.

9.03 Each of the parties hereto covenants and agrees that it shall execute and deliver such additional agreements and documents and do such acts and things as may be reasonably necessary fully and effectually to carry out the intent and purpose of this Agreement.

9.04 Time shall be of essence of this Agreement.

9.05 All notices, requests and other communications shall be deemed to have been received when posted by ZeroLike on its Web site. It shall also be deemed to have been received on the next business day if transmitted by telecopier, e-mail or any other form of electronic mail to the last known electronic address of the intended recipient.

9.06 This Agreement shall be governed by and construed in accordance with the laws of the province of Quebec and the applicable laws of Canada and all disputes concerning this Agreement and the obligations assumed by the parties shall be resolved before such courts. The parties have required that this Agreement and related documents be drafted in English.

ARTICLE 10. LIMITATION OF LIABILITY

10.01 ZeroLike DOES NOT WARRANT THAT THE AFFILIATE PROGRAM WILL MEET THE AFFILIATE'S REQUIREMENTS OR THAT THE OPERATION OF THE ZeroLike WEBSITE AND ORDERING SYSTEM OR AFFILIATE TRACKING SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT WILL ZeroLike BE LIABLE TO THE AFFILIATE OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF THE OPERATION OF OR INABILITY TO OPERATE THE WEBSITE, ORDERING SYSTEM, OR AFFILIATE TRACKING SYSTEM, EVEN IF ZeroLike HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ARTICLE 11. OWNERSHIP AND LICENSES

11.01 ZeroLike grants a non-exclusive, limited, revocable right to the Affiliate to use ZeroLike trademarks and banners. All images, programs, HTML code, and content provided by ZeroLike shall remain the sole property of ZeroLike, and no part shall be deemed assigned or licensed to the Affiliate except as explicitly provided for in this document. All intellectual property rights, including trademarks, copyrights, tradenames, and service marks shall remain the sole property of ZeroLike, including rights in and to any derivatives of them. The Affiliate may not modify the trademarks, banners, the content, or any of ZeroLike’s provided images in any way.

ARTICLE 12. FORCE MAJEURE

12.01 Neither ZeroLike nor the Affiliate shall be liable under this Agreement by reason of any failure or delay in performance of its obligations in this Agreement on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other cause which is beyond the reasonable control of ZeroLike or the Affiliate.

ARTICLE 13. JURISDICTION

13.01 Regardless of the place of executing this Agreement, the Affiliate agrees that for purposes of venue, this contract was entered into in Montreal, Quebec, Canada, and any dispute will be litigated or arbitrated in Montreal, Quebec, Canada. This Agreement shall be governed by Quebec Law.

ARTICLE 14. PROMOTIONAL METHODS

14.01 You represent and warrant that You will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws and/ or regulations that govern email marketing and/or communications. You represent and warrant that You will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software). Pop up/unders are acceptable on a first party basis only when triggered by Your site content /site visit or by downloadable software applications for which You are the owner/operator. Pop up/unders delivered through downloadable software cannot engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results.

 

ARTICLE 15. SOLE AGREEMENT

15.01 This Agreement constitutes the sole agreement between ZeroLike and the Affiliate regarding the Affiliate Program.