Affiliate Agreement of Synapse’s Affiliate Program
Get Synapse, Inc. (the “Company”),
410 Adelaide St W Suite 610, Toronto, ON M5V 1S8,
This Affiliate Agreement (“Agreement”) contains the terms and conditions that apply to your participation as an affiliate (“you” or “Affiliate”) in the Company’s affiliate program (“Affiliate Program”). Affiliate acknowledges that it may participate in the Affiliate Program only under the terms and conditions set forth below and that subsequent to Company accepting this Agreement, Company will, in its sole discretion, determine whether or not to accept Affiliate into Affiliate Program.
By submitting an application to become an Affiliate, you warrant that you have read and understand this Agreement, and you agree to be bound by it.
To begin the enrollment process, you must submit a complete Affiliate Program Application via the Company Website. We will evaluate your application and notify you of your acceptance or rejection. We reserve the right in our sole and absolute discretion, to accept or reject your application for any or for no reason whatsoever.
Upon notice of acceptance of your application, this Agreement shall be effective between you and the Company (“we” or “us”). If we reject your application, you will not be able to participate in the Affiliate Program.
Throughout this Agreement, capitalized terms shall have the meaning ascribed to them in quotes. In addition, for purposes of this Agreement, the following definitions apply:
- “Advertising” or “Advertisements” means any and all advertisements (including, without limitation, banner or box-style advertisements, pop-up or pop-under placements, text links or other similar solicitations through the Internet) that promote Company’s service or services, software, Company Website or sites (individually a “Service” and collectively the “Services”) and that contain a Link to the Services. Services do not include products and services offered by third parties on or through the Company Website;
- “Affiliate” means any person or entity that has submitted an Affiliate Program Application and has been accepted for participation in the Affiliate Program in accordance with the terms of this Agreement.
- “Agent” is defined in Section 7.
- “Company Branding” means Company trade names, trademarks, service marks and/or logos authorized by Company.
- “Company Website” means the Company’s internet site currently located at www.getsynapse.com and getsynapse.com, or any page, section, subsection or subdirectory thereof, and any other additional, substitute or successor site that may be designated by Company under this Agreement.
- “Customer” means any person or entity who successfully purchases a Service from the Company.
- “Intellectual Property Rights” means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing.
- “Link” means an embedded graphic, icon or text containing a unique hypertext pointer to the URL address for the Company Website that is embedded in an Advertisement and that identifies consumers that become a MQL as defined below via the Advertisement.
- “Marketing Qualified Lead” or “MQL” means a person who visits the Company’s Website via an Affiliate’s Link and such Link provides a valid business email address after that person makes a submission on the Website (provided that the person’s email address is not a duplicate submission);
- “Paid Search Placement” means an advertisement purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions.
- “Program” means the Affiliate Program as further described in, and contemplated by, this Agreement.
- “Proprietary Term” means keywords, search terms, or other identifiers that include Company Brand Features, the word “Synapse®”, or any other trademark of the Company, or variations or misspellings of any of those words.
- “Redirecting Link” means a link that sends users indirectly to the Company Website via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage.
- “Referral Fee” is defined in Section 4.
- “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.
- “Term” is defined in Section 2.
- “Site(s)” or “your Site(s)” shall mean any and all internet sites that you own, operate or otherwise control.
2. Term and Termination
The term of this Agreement (“Term”) will begin upon our acceptance of your application and will end when terminated by either party in writing, including, without limitation, by email.
The Term of this Agreement shall be continuous, unless and until either party properly terminates this Agreement, in accordance with the following: (i) either party may terminate this Agreement immediately by giving written notice to the other party; or (ii) Affiliate agrees and acknowledges that if Affiliate breaches any provision of this Affiliate Agreement, Company may immediately terminate Affiliate from the Program. Upon termination of this Agreement, Affiliate must immediately remove from Affiliate’s Site(s), and cease from using, referencing or otherwise associating with the Company, including, without limitation, (i) any Advertising or Links, (ii) any Company Branding, and (iii) any Services. Following termination of this Affiliate Agreement, Affiliate agrees to refund any amounts that were earned from Company in breach of this Agreement.
Upon termination of this Agreement, Affiliate shall immediately cease serving or using Advertisements. No Referral Fees shall be due with respect to an MQL after the date of termination. We reserve the right to withhold your final payment for up to one-hundred and twenty (120) days as necessary to properly calculate any outstanding Referal Fee that may be due to you.
Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except for those rights and obligations that either by their express terms survive or that are otherwise necessary for the enforcement of this Agreement. Sections 1, 2, 4, 5, 6, 7, 10, 12, 14, 16 – 27 of this Agreement, inclusive, and the provisions of this Agreement that impose obligations on Affiliate, shall survive any termination of this Agreement.
Company may terminate Affiliate from the Program and Affiliate will forfeit all monies resulting therefrom if:
- Affiliate has become or is likely to become subject to litigation or other regulatory legal action that may adversely affect the Company’s business;
- Affiliate sends unsolicited emails to any Company user and/or any MQL and/or any Customers, provides false account information, or falsely or wrongfully increases the amount of Referral Fees payable;
- Affiliate does not comply with any provision of this Agreement as determined in the Company’s sole discretion.
3. Obligations of Company
Upon acceptance of your application, you will have the ability to enter the password-protected site for the Program (“Affiliate Program Website”). The Affiliate Program Website will contain certain reports related to your Affiliate relationship with Company. These reports may contain estimates of (i) the number of MQL’s captured on the Company Website from your use of Advertising and (ii) the Referral Fees payable to you pursuant to Section 4 below. Affiliate acknowledges that there may be delays in the reporting of information and the Referral Fees paid to you, and adjustments for chargebacks may be made after reporting of any sale.
Company shall provide you with all Advertising and you shall only use Advertising provided by Company in promoting Company and/or the Services. The Advertising available for your use will be made available on the Affiliate Program Website or from time-to-time directly from Company. Company shall be solely responsible for creating and modifying all Advertising, however Affiliate can also choose to use Link(s) in blogs and any other content that Affiliate writes or has received express written permission to serve, for example, within social media channels and forums (individually a “Blog” and collectively “Blogs”) that do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
4. Referral Fee
During the term of this agreement, Company shall pay Affiliate a $2 commission for any MQL referred to the Company by Affiliate (as determined by the Company’s sole discretion).
Company will pay Affiliate the full commission via PayPal into Affiliate’s personal, premier or business PayPal account, with a minimum payment threshold of US $40.00 (forty US dollars). Affiliate will be responsible for any fees (including PayPal fees), if any, for receiving the payment.
Company reserves the right to adjust the Referral Fee payable to Affiliate the extent of any reporting errors, fraudulent or automated clicks or intentional manipulations of the registration or sales process, all as determined in Company’s sole discretion.
Company reserves the right to change the Referral Fees payable hereunder by providing notice to you (including by email) and/or reflecting such changes on the Affiliate Program Website. Any decrease to the Referral Fees shall become effective immediately upon the earlier of (i) providing notice to you, or (ii) posting of the new Referral Fee on the Affiliate Program Website.
Company shall pay Affiliate any Referral Fees approximately thirty (30) days after the date of an MQL. Notwithstanding anything herein to the contrary, there may be up to thirty-five (35) days delay between the reporting of a sale and the reporting of Affiliate’s Referral Fee through the Affiliate Program Website, and adjustments for chargebacks may be made up to forty-five (45) days after the reporting of the purchase.
In order to receive Referral Fee payments, Affiliate must maintain a valid PayPal account. If Affiliate does not provide Company with a valid PayPal account, Company will email Affiliate to ask for a PayPal email address, in which case Company will use commercially reasonable efforts to notify Affiliate in forty-five (45) days from the date on which Affiliate earns a Referral Fee. Company will pay all Referral Fee to the email address Affiliate provides, and Affiliate is solely responsible to ensure the accuracy of the PayPal account information.
5. Restrictions and Limitations
Notwithstanding any provision of this Agreement, Company will not be obligated to pay commissions if Affiliate engages in fraudulent or deceitful behavior in connection with the Program, including without limitation directly or indirectly offering any person a financial incentive to follow a Referral Link or attempting to redirect traffic from, or divert an Affiliate from or any other participant from, the Program.
6. Promotion Restrictions
Affiliate shall not promote the Company via Paid Search Placement in any Search Engine, and no commissions from sales generated through Paid Search Placement or other paid search in Search Engines will be earned or paid. Only Advertisements and/or Links shared in Blogs are allowed to be used for promoting the Services. No modifications to such banners are allowed, including, without limitation, with respect to size, color, text, or other visual changes. Any modified banners shall be removed immediately by Affiliate upon the Company’s request. If such banners are not removed, Affiliate agrees and acknowledges that no existing or future commissions shall be deemed to be earned or payable to Affiliate by the Company.
7. Certain Obligations of Affiliate
All promotional activities undertaken by Affiliate to promote the Services shall be made in accordance with reasonable and prudent business practices, the Companies policies (which may be amended from time to time in Company’s sole discretion) and in accordance with all applicable laws and regulations. All information obtained by Affiliate such as Advertisements provided on Affiliate Program Website and/or by Company shall be the sole and exclusive property of Company.
Affiliate shall replace any Advertising displayed on Affiliate’s Site(s) with any new Advertising provided by Company within seven (7) days after receiving notice from Company of the new Advertising. Affiliate shall not modify any Advertisement in any way, unless Affiliate obtains advanced written permission by Company.
Affiliate’s Site(s) shall not in any way copy or resemble the look and feel of the Company Website, nor shall Affiliate create the impression that Affiliate’s Site(s) is the Company Website or a part of the Company’s Website. Affiliate shall not use the name of the Company or the Company Website or any variation or misspellings thereof in your URL. Furthermore, Affiliate shall not frame or permit the framing of any page of the Company’s Website.
During and after the Term, Affiliate will not disparage Company, the Company Website or the Services, or portray any of these in a derogatory or negative manner.
Affiliate agrees to indemnify and hold Company (including its personnel and affiliates) harmless from all claims, damages, losses, and expenses (including, without limitation, attorneys’ fees, payable as incurred) relating to the development, operation, maintenance, and contents of Affiliate’s Site(s), use of the Advertising, violation of this Agreement, and/or violation of any right of another party.
This Agreement may not be assigned or otherwise transferred by you without the express written consent of Company.
Affiliate shall not provide any Advertisement to any third party, sub-affiliate or agent (“Agent”) without the written permission of Company.
8. Ongoing Compliance
Affiliate’s continuing compliance with this Agreement is a condition of continuing participation in the Program. Company reserves the right to review and audit Affiliate’s Site(s) from time to time to determine if Affiliate is in continued compliance with this Agreement.
9. Adult Content and Other Unacceptable Content
Affiliate may not post adult-oriented content on any page on which Advertising appears. Company considers content to be “adult” if it contains nudity, is sexually explicit, pornographic, lewd, obscene, primarily intended for sexual gratification or is otherwise inappropriate for minors, as determined in Company’s sole discretion. Affiliate may not post any offensive or incorporate images or content that is in any way harmful, threatening, obscene, harassing or racially, ethnically or otherwise objectionable, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, as determined in Company’s sole discretion.
10. Adult Content and Other Unacceptable Content
Affiliate agrees that it is sublicensed only the exact Advertising provided by Company and only in the form and manner available from and as specified by Company. Advertiser shall have complete discretion to evaluate Affiliate ‘s use to decide whether that use violates any applicable terms and conditions.
Affiliate may not distribute, transfer, sublicense or otherwise use the Advertising in a manner inconsistent with this Agreement.
Affiliate acknowledges that Company owns and will retain all right, title, and interest in the Advertising, including, without limitation, any proprietary rights that may be developed in the future.
Affiliate will ensure that the presentation of the Advertising is consistent with Company’s own use of the Advertising in comparable media.
Affiliate will not present or use the Advertising: (i) in a manner that could be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of Company, or Company’s representatives; (ii) in a manner that is misleading, defamatory, libelous, obscene, or otherwise objectionable, in Company’s reasonable opinion; (iii) in a way that infringes, derogates, dilutes, or impairs the rights of the Advertising; or (iv) as part of a name of a product or service of a company other than Company.
Affiliate will immediately make any changes to its use of the Advertising as are requested by Company.
Affiliate will not publish any prices, special offers or discounts in connection with the Advertising on its Site(s), unless such prices, special offers or discounts were included by Company in the unmodified Advertising.
ALTERING OR ANY UNAUTHORIZED USE OF THE ADVERTISING IS STRICTLY PROHIBITED. YOU AGREE THAT BREACH OF THIS SECTION 10 MAY RESULT IN IMMEDIATE TERMINATION FROM THE PROGRAM IN WHICH CASE YOU AGREE TO FORFEIT ALL FEES PAYABLE TO YOU. ALL RIGHTS NOT EXPRESSLY GRANTED BY COMPANY ARE RESERVED.
Company may modify any of the terms and conditions contained in this Agreement at any time in our sole and absolute discretion effective immediately upon notice to Affiliate. Modifications may include, but are not limited to, changes in Referral Fees, payment procedures, and permitted promotional activities. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATES ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATES CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING COMPANY’S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE OR NEW AGREEMENT, AS APPLICABLE.
To begin the enrollment process, you must submit a complete and accurate Program application.
We do not accept applications from residents of Arkansas, Connecticut, Georgia, Kansas, Maine, Michigan, Minnesota, Missouri, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, Texas, or Vermont.
You must identify your Site(s) in your application. Company will evaluate your application and notify you of its acceptance or rejection thereafter. Acceptance is made at Company’s sole discretion, and may be withheld for any reason whatsoever, including:
- Site(s) containing or promoting sexually explicit materials;
- Site(s) containing or promoting violence or contain violent materials;
- Site(s) containing or promoting libelous or defamatory materials;
- Site(s) containing or promoting discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
- Site(s) containing or promoting or undertake illegal activities;
- Site(s) directed toward children under 13 years of age, as defined by the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) and any regulations promulgated thereunder;
- Site(s) containing or including any trademark of the Company, or a variant or misspelling of a trademark of the Company, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site; or
- Site(s) that otherwise violate any intellectual property rights.
You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your Site(s), is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
In addition, if at any time following your enrollment in the Program you become a resident of Arkansas, Connecticut, Georgia, Kansas, Maine, Michigan, Minnesota, Missouri, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, Texas, or Vermont, you will become ineligible to participate in the Program, and this Agreement will terminate, on the date you establish residency in such a state. In addition, you must promptly notify us in writing of your Arkansas, Connecticut, Georgia, Kansas, Maine, Michigan, Minnesota, Missouri, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, Texas, or Vermont, residency, which you may do via contacting email@example.com.
If you are a non-US person participating in the Program, you agree that you will perform all services under the Agreement outside the United States. If for any reason, you cannot comply with this requirement, you must notify us at firstname.lastname@example.org for an exception.
13. Limited License
Subject to the terms of this Agreement and solely for the limited purposes of advertising the Services on, and directing end users to, the Company Website in connection with the Program, we hereby grant you as an Affiliate a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the Advertising solely on your Site(s) and/or Blog(s); and (b) use only the trademarks and logos that Company may make available to you as an Affiliate and as part of Advertising solely on your Site(s) or Blog(s).
The license set forth in this Section 13 shall immediately and automatically terminate if at any time you as an Affiliate does not timely comply with any obligation under this Agreement or otherwise upon termination of this Agreement. In addition, we may terminate the license set forth in this Section 13 in whole or in part upon written notice to you. Affiliate will promptly remove from your Site(s) and delete or otherwise destroy all of the Advertising with respect to which the license set forth in this Section 13 is terminated or as we may otherwise request from time to time.
14. Reservation of Rights; Submissions
Other than the limited licenses expressly set forth in Section 13, the Company reserves all right, title and interest (including all intellectual property and proprietary rights) in and to, and Affiliate does not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, Links, link formats, Advertising, content, any domain name owned or operated by Company or its affiliates, documentation, Company and affiliate trademarks and logos, and any other intellectual property and technology that Company provides or uses in connection with the Program (including, without limitation, any application program interfaces, software development kits, libraries, sample code, and related materials). If Affiliate provides the Company or any of its affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Agreement, any content, or Affiliate’s participation in the Program, or if Affiliate modifies any content in any way, (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) Company and Company sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. Affiliate agrees to provide Company with such assistance as it may require and request to document, perfect, or maintain Company rights in and to Your Submission.
15. Compliance with Laws
In connection with your participation in the Program you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including, without limitation, laws (federal, state, or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003).
THE COMPANY WEBSITE AND RELATED SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY, AND COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE COMPANY WEBSITE AND THE COMPANY SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE LINKS, THE TRACKING DATA, THE OPERATION OF THE COMPANY WEBSITE, THE COMPANY SERVICES, OR ANY THIRD-PARTY’S PROCEDURES AND SYSTEMS FOR TRACKING AND REPORTING SALES GENERATED BY THE AFFILIATE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND COMPANY SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA. COMPANY SHALL HAVE NO LIABILITIES OR OBLIGATIONS UNDER WARRANTY OR OTHERWISE TO ANY OF YOUR CUSTOMERS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF COMPANY’S SERVICES.
17. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE WHETHER IN TORT, CONTRACT OR OTHERWISE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING FROM OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR THE PROGRAM. EXCEPT WITH RESPECT TO ANY OUTSTANDING REFERRAL FEES WHICH ARE PAYABLE TO AFFILIATE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, COMPANY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNT OF FEES PAID TO AFFILIATE PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING ANY CLAIM, OR (II) $1,000.
18. Relationship of Parties
Affiliate and Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. Affiliate will have no authority to make or accept any offers or representations on Company’s behalf. Affiliate will not make any statement, whether on the Affiliate’s Site(s) or otherwise, that reasonably would contradict anything in this section. Affiliate, as an independent contractor, will have sole responsibility for its expenses, taxes, employees, sales representatives and agents, and shall indemnify Company to the extent that the Company incurs any liability with respect to the foregoing items.
19. Public Announcements
Affiliate may not make any public announcement or press release about the terms or existence of the Agreement without Company’s prior written approval and consent.
Affiliate acknowledges that by reason of its relationship to Company hereunder it will have access to certain information and materials concerning Company’s business, plans, customers, technology, products and services that are confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties. In particular, the parties hereto acknowledge that the information regarding an MQL obtained during the Term and the effectiveness of Advertising hereunder are highly confidential and valuable to Company. Affiliate agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such information revealed to it as a result of or arising out of the relationship hereunder (other than to fulfill its obligations under this Agreement). Affiliate shall take every reasonable precaution to protect the confidentiality of such information as if it were their own.
Notwithstanding anything in this section to the contrary, any information (i) required by legal process to be disclosed, (ii) already in the public domain through no fault of Affiliate, will not be considered confidential information hereunder.
21. Reservation of Rights
Company reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. Company retains all right, title, and interest in and to the Company Branding and the Company Website, together with all Intellectual Property Rights thereto.
22. Program Information
Company will own all right, title and interest in and to all information that is created or collected in the operation of the Company Website including, without limitation: (i) any contact information collected from any MQL (the “Contact Information”); and (ii) any information collected about sales at the Company Website generated through the Affiliate Link(s) (the “Sales Information”). Company may make certain Sales Information available online to Affiliate from time to time. Affiliate will not disclose any Sales Information to any third party without Company’s prior written approval and not use such Sales Information without the written approval of Company.
23. Order of Precedence
In the event of an inconsistency between other agreements between Company and Affiliate (if any), and this Agreement, this Agreement will control.
This Agreement shall be treated as though it were executed and performed in Toronto Ontario, Canada and shall be governed by and construed in accordance with the laws of the Province of Ontario (without regard to conflict of law principles).
The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement.
This Agreement may be automatically assigned by Company in our sole discretion, including, without limitation, to a third party in the event of an acquisition, sale or merger.
If any provision of this Agreement is held illegal, invalid or unenforceable for any reason, that provision shall be enforced to the maximum extent permissible, and the other provisions of this Agreement shall remain in full force and effect. If any provision of this Agreement is held illegal, invalid or unenforceable, it shall be replaced, to the extent possible, with a legal, valid, and unenforceable provision that is similar in tenor to the illegal, invalid, or unenforceable provision as is legally possible.
No waiver of any provision of this Agreement shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing.
Our rights under this Agreement shall survive any termination of this Agreement.
The title, headings and captions of this Agreement are provided for convenience only and shall have no effect on the construction of the terms of this agreement.
Notices may be made by Company by email or through posting on the Company Website.
Notices and other communications to Affiliate, as required or permitted to be given Website and/or otherwise emailed to the email address provided in your application, shall be deemed effective upon posting or emailing. Notice or other communications to Company shall be sent by email to email@example.com and shall be deemed effective one (1) business day after emailing.
This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Agreement contains the entire agreement between Company and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between Company and Affiliate with respect to the subject matter hereof.
Each party hereby represents that it has the authority and capacity to enter into this Agreement, including that all individuals executing this Agreement are 18 years of age or older.
This Agreement constitute the entire agreement between Company and Affiliate and govern participation in the Program, superseding any prior or contemporaneous agreements between Company and Affiliate.
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof and the enforceability of this arbitration clause), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential binding arbitration in Toronto Ontario, Canada, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may also seek injunctive or other appropriate relief in any state or federal court in the province of Ontario(and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this Agreement shall be conducted under the rules of JAMS in existence at the time of the commencement of the arbitration. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Each party shall bear its own attorneys’ fees, costs, and expert witness fees. Each party shall bear one-half of the arbitration fees and arbitration costs incurred through JAMS.
26. Independent Investigation
AFFILIATE ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. AFFILIATE UNDERSTANDS THAT COMPANY MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE(S). YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
BY APPLYING FOR THE PROGRAM, YOU ACKNOWLEDGE THAT YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS DOCUMENT.
© 2019 Get Synapse, Inc.
Last Updated: March 3, 2019