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Terms Of Use

Affiliate Program - Terms and Conditions

These terms and conditions together with any schedule (including Affiliate Guidelines, as updated from time to time) set out the agreement (“Agreement”) between Avanquest SAS and its subsidiaries ("Advertiser") and 6785719 Canada Inc. (“Operator”), either jointly (“Company”) or separately; and you ("Affiliate", “you” or “your”), and govern your use of the Services (as defined below) and participation - upon approval - in the Avanquest Affiliate Program. By ticking the box or by otherwise agreeing to the terms of this Agreement, Affiliate agrees to be bound by it and warrants and represents that:
(i) if Affiliate is an individual, it has the capacity and authority to enter into this Agreement;
or (ii) if Affiliate is an organization, that this Agreement is executed by a person having the authority to enter into such agreement on Affiliates’s behalf.

Orientation

1.1 "Affiliate" means an approved publisher, an owner, and an operator of approved Digital Assets as stipulated in the Order, allowed by Company to promote Offers.

1.2 “Commission” means the amount payable to the Affiliate by the Company for Valid Sales, as determined under this Agreement.

1.3 "Content" means any text, data, information, lists, reports, files, images, graphics, banners, webpages, software code, or other content.

1.4 "Affiliate Content" means any Content owned by Affiliate and related to the Digital Asset or any related traffic generation efforts.

1.5 “Digital Asset” means the Affiliate’s media, including respective Content and promotional campaigns, as listed in the Order.

1.6 “Eligible Customer” means a user who:
(i) is directly referred by the Affiliate through an approved Digital Asset in compliance with this Agreement;
(ii) completes a purchase of the Services through a Valid Sale;
and (iii) is not subject to chargebacks, refunds, or fraudulent activity.

1.7 "Marks" means all trademarks, trade names, service marks, logos, domain names, copyrighted materials, and other intellectual property owned, licensed, or used by the Company, including any variations or derivatives thereof, whether registered or not.

1.8 “Offers” means specific promotional opportunities, campaigns, or incentives made available by the Company through the Platform, which the Affiliate may use to promote the Services and generate Valid Sales.

1.9 "Order" means any order form, sales order, quote, or other ordering documents for the provision of the Service, which is executed by the Parties (whether offline or online).

1.10 “Platform” means the affiliate management system where the Affiliate can access offers, track conversions, and monitor Commission payments.

1.11 “Program Content” means any Content provided by the Company to facilitate the Affiliate’s promotion of the Services, including webpages, data, images, text, link formats, widgets, links, marketing materials, APIs, other related tools and the Offers.

1.12 “Program Policies” means any current or future policies issued by the Company, including Affiliate Guidelines and Branding guidelines attached to this Agreement as Annex A and Annex B (respectively), or an applicable third party that governs the Program and the Affiliate's participation in it.

1.13 "Services" means the Company’s products or services offered to customers, as promoted by the Affiliate under the Program. This may include, without limitation, Content, the Platform, data, reports, and licenses.

1.14 “Valid Sale” means a sale that meets all of the following criteria:
(i) The sale is made to an Eligible Customer;
(ii) The transaction is successfully completed, with full payment received by the Company;
(iii) The sale is not subject to chargebacks, refunds, cancellations, or fraudulent activity;
(iv) The sale is tracked and recorded through the Platform without technical errors or discrepancies;
and (v) The sale complies with all Program Policies and this Agreement.

2.1 Grant of License. Subject to Affiliate’s full compliance with the terms and conditions of this Agreement, the Company grants the Affiliate a limited, fully revocable, non-exclusive, non-transferable, non-sublicensable license to: (a) Access and use the Offers made available through the Platform solely for the purpose of promoting the Services in compliance with this Agreement and the Affiliate Guidelines attached as Annex A; (b) Display the Company’s Marks in strict accordance with the Branding Guidelines, attached as Annex B and any Program Policies issued by the Company; and (c) Use the Platform to track referrals, monitor commissions, and retrieve Program Content as necessary for the performance of this Agreement.

2.2 License Restrictions. Affiliate shall not: (a) modify, alter, or create derivative works of any Program Content or Marks, except with the Company’s prior written consent; (b) use the Marks or Program Content in any manner that is misleading, defamatory, obscene, infringing, unlawful, or otherwise damaging to the Company’s reputation; (c) purchase, register, or use any domain name, subdomain, social media account, or paid advertisement containing or confusingly similar to the Company’s Marks without prior written approval; (d) use the Program Content or Marks in any manner outside the scope of the Affiliate Program, including for personal use, commercial use or in connection with competing services; or (e) take any action that may dilute, damage, or impair the Company’s rights in the Marks or other intellectual property.

2.3 Ownership and Reservation of Rights. The Affiliate acknowledges that all rights, title, and interest in the Marks, Program Content, and all other intellectual property provided under this Agreement remain the sole property of the Company. No rights or licenses are granted to the Affiliate except as expressly stated in this Agreement. Any goodwill or property rights derived from the Affiliate’s use of the Marks shall inure exclusively to the benefit of the Company.

2.4 Modification or Termination of License. The Company reserves the right to modify, suspend, or terminate the license granted under this Section at any time, with or without cause, upon written notice to the Affiliate. Upon termination, the Affiliate must immediately cease all use of the Marks, Program Content, and any other licensed materials.

3.1 Participation in the Program. The Program allows you to monetize your Digital Asset(s), as specified in the Order, by placing links, references, or advertisements promoting the Services to potential customers. You must use only the special tagged link formats provided by the Company (“Referral Links”) and ensure full compliance with this Agreement and any applicable Program Policies introduced by the Company over time to maintain lawful participation.

3.2 Commission Eligibility. You will be eligible to receive Commission for Valid Sales generated through Referral Links, as further detailed in the applicable Offer available through the Platform. Commission payments are subject to the conditions and limitations outlined in this Agreement, the applicable Offer, and Program Policies.

3.3 Registration and Approval. To participate in the Program, you must complete the registration process and provide accurate and up-to-date information, including identification and contact details, as required by the Company. Upon successful registration and approval, you will be provided with access credentials to the Platform.

3.4 Security and Account Responsibility. You are responsible for maintaining the confidentiality of your access credentials. You may not sell, share, transfer, sublicense, or otherwise provide access to your account or credentials to any third party. You are solely responsible for all activities that occur under your account.

4.1 Promotion. The Affiliate shall use commercially reasonable efforts to actively and effectively advertise, market, and promote the Services in accordance with this Agreement. All promotional activities must be conducted in compliance with applicable laws, regulations, and Program Policies.

4.2 Marketing Compliance. The Affiliate shall engage only in lawful advertising, marketing, and promotional activities that uphold the business reputation of the Company and its partners. The Company reserves the right to review, approve, or reject any marketing materials or methods used by the Affiliate. Upon request, the Affiliate must provide copies of all promotional materials related to the Services. If the Company determines that any marketing activity is inappropriate or non-compliant, the Affiliate must immediately cease such activity.

4.3 Costs and Expenses. All costs and expenses incurred in connection with the advertising, marketing, and promotion of the Services, including but not limited to paid advertisements, design, and content creation, shall be solely borne by the Affiliate. Under no circumstances shall the Company be liable for any expenses incurred by the Affiliate, except for Commission payments as outlined in this Agreement.

4.4 Accuracy of Information. The Affiliate must provide and maintain accurate and up-to-date contact information, including a valid public email address and a physical mailing address (excluding P.O. boxes). The Company and its partners must be able to reach the Affiliate for communications regarding the Program.

5.1 General Compliance Obligations. You must comply with this Agreement, all applicable laws, and all Program Policies to participate in the Program and receive Commission payments. You must promptly provide any information we request to verify your compliance with this Agreement and applicable legal requirements.

5.2 Consequences of Non-Compliance. If you violate this Agreement or any Program Policies, we reserve the right, in addition to any other available remedies, to permanently withhold any unpaid Commission (to the maximum extent permitted by law), regardless of whether such Commission is directly related to the violation.

6.1 Compliance with Data Protection Laws. Affiliate, Affiliate Content, Digital Asset(s) and any conduct, must comply with all applicable data protection laws, regulations, and Program Policies at all times.

6.2 Processing of Affiliate Data. For the purpose of providing the services under this Agreement, managing your account, and fulfilling our obligations under this Agreement, we will process certain personal data related to you or other personnel within your organization ("Affiliate Data"). Such data may include identifiers, contact details, account usernames, and activity logs. The Processing of Affiliate Data will be governed by this Agreement, and the Company’s Privacy Policy, available at: https://legal.avanquest.com/privacy-portal-privacy-policy/ .

6.3 Data Processing Agreement (DPA). Any processing of personal data beyond Affiliate Data, including data related to end users, shall be governed by the Company’s Data Processing Agreement (DPA), which is attached and incorporated into this Agreement as Annex B: Data Protection Agreemen (Controller-Processor). Under the DPA, the Company acts as the Controller, and the Affiliate acts as the Processor when handling end-user data. References to "Customer" in the DPA shall be interpreted as referring to the Affiliate for the purposes of this Agreement.

6.4 Affiliate’s Data Protection Obligations. The Affiliate is solely responsible for ensuring that all data collection, processing, and transfer activities related to its Digital Asset(s) comply with all applicable data protection laws, including but not limited to:
(i) The EU and UK General Data Protection Regulation (collectively, the “GDPR”), the European Privacy and Electronic Communications Directive (“ePrivacy”), the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), and any applicable federal, state, or local privacy laws;
(ii) Providing clear and accurate privacy notices, policies, and disclosures that comply with transparency and individual privacy rights obligations;
(iii) Obtaining valid consents and/or ensuring a lawful basis for processing personal data where required under applicable laws. The Affiliate shall fully indemnify and hold the Company harmless for any claims, fines, or damages resulting from its failure to comply with data protection laws.

7.1 Prohibited Activities. As a condition of participating in the Program and generating Commission, the Affiliate shall not, and shall not permit, encourage, or facilitate any third party to:
(i) Engage in any offensive, malicious, illegal, unethical, or deceptive practices at any time, including but not limited to during traffic generation to its Digital Asset(s) or the Services;
(ii) Copy, create public internet links to, “frame,” or “mirror” the Services;
(iii) Sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make the Services or Program Content available to any third party, including through time-sharing, outsourcing, or service bureau arrangements;
(iv) Modify, adapt, translate, or create derivative works of the Services or the Company’s Content;
(v) Decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code, underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms of the Services;
(vi) Remove, alter, or conceal any copyright, trademark, or proprietary rights notices displayed on or in the Services;
(vii) Circumvent, disable, or otherwise interfere with security-related features, fraud prevention mechanisms, or technical protocols of the Services or any third-party sources;
(viii) Store, transmit, or distribute any malware, spyware, Trojan horse, or any other malicious software intended to (or capable of) disrupting websites, third-party digital assets, end-user devices, or the Services;
(ix) Use robots, spiders, scrapers, data mining, harvesting, or other automated means to access the Services without prior written authorization;
(x) Violate any applicable laws, regulations, or third-party rights, including, without limitation, global or local privacy and data protection laws.

7.2 Abusive Conduct. Without limiting the foregoing, the Affiliate shall not, directly or indirectly, engage in, support, or facilitate any abusive, deceptive, fraudulent, or illegal use of the Services, Program, or Content.

7.3 Program Policies. The Parties acknowledge and agree that the Company may, from time to time, introduce binding Program Policies, including Affiliate Guidelines, that govern participation in the Program and Branding Guidelines. The Affiliate must comply with all such policies as updated and communicated by the Company.

7.4 Monitoring and Enforcement. The Company reserves the right but is not obligated, to monitor the Affiliate’s conduct and traffic sources to ensure compliance with this Agreement, improve its products and services, and maintain quality standards. The Affiliate shall not interfere with such monitoring, and the Company may use any lawful technical means to prevent interference.

8.1 Commission Eligibility. The Affiliate shall be eligible to receive Commission payments for Valid Sales generated through compliant referrals of Eligible Customers, as defined in this Agreement. All payments shall be managed, reported, tracked, and processed using the Company’s Platform and designated tracking tools. The Affiliate acknowledges that the Company’s tracking data shall be the sole basis for commission calculations.

8.2 Calculation and Payment. Commission amounts, qualifications, and calculations shall be determined based on the Company's Platform and monitoring system. (a) Commission Threshold – The Affiliate must accumulate a minimum of $200 USD in earned Commissions within a payment cycle before becoming eligible for a payout. Any unpaid balances below this threshold will roll over to the next payment cycle. (b) Fee Statements – Each Commission payment shall be accompanied by a statement detailing the calculation of the amount paid, including any applicable adjustments for chargebacks, refunds, or credits.

8.3 Chargebacks and Adjustments. (a) The Affiliate is not entitled to Commissions for referrals of customers who later initiate chargebacks, request refunds, or cancel their purchases. (b) The Company reserves the right to withhold or deduct Commissions for any sales that are subject to chargebacks, refunds, cancellations, fraudulent activity, or non-compliance with this Agreement. (c) The Company reserves the right to deduct or adjust Commissions for any overpayments, chargebacks, or credits issued to customers. Any amounts owed by the Affiliate due to these adjustments shall be deducted from future Commission payments. (d) The Company may offset any outstanding liabilities owed by the Affiliate by withholding or adjusting future Commission payments.

8.4 Withholding and Offset Rights. The Company reserves the right to withhold or offset any unpaid Commissions if:
(i) Affiliate is in breach of this Agreement or any other agreement with the Company or its affiliates;
or (ii) Affiliate has outstanding liabilities, including chargebacks, refunds, or fraudulent transactions, that exceed earned Commissions;
(iii) to the extent that any chargebacks occur in connection with customers referred by Affiliate, then Affiliate shall be obligated to refund both the Commissions earned from such transactions and a proportional share of the chargeback fees incurred by the Company. By way of example, if the Affiliate earned 35% commission on a transaction, and the chargeback fee is $50, the Affiliate must reimburse the Company for the Commission received on the transaction plus $17.50 (35% of $50.00). In the event of any inconsistency between the Commission terms stated here and the posted Commission structure, the posted Commission structure shall prevail.

8.5 Definitive Reporting.In the event of any dispute regarding the calculation of Commissions, the records and reports generated by the Company’s Platform shall be deemed authoritative and shall supersede any tracking conducted by the Affiliate or any third party.

8.6 Reserve Account. The Company shall withhold 10% of the Affiliate’s earned Commissions in a non-interest-bearing reserve account for a rolling period of three (3) months from the date the commissions would otherwise be payable. The reserve amount is intended to cover potential chargebacks, refunds, or other liabilities. (a) Upon termination of this Agreement, the balance in the Reserve Account shall be paid to the Affiliate within one (1) year, provided there are no outstanding liabilities. (b) If this Agreement is terminated due to the Affiliate’s breach, the Affiliate forfeits any claim to the amounts held in the Reserve Account. (c) The Reserve Account is not insured in the event of the Company’s bankruptcy or insolvency.

9.1 Ownership and License. As between the Affiliate and the Company, the Affiliate retains exclusive ownership of its Affiliate Content, while the Company retains exclusive ownership of its Content, Platform, Offers and Marks. This Agreement does not transfer any intellectual property rights between the Parties, except as explicitly stated herein.

9.2 Affiliate’s Responsibility. The Affiliate is solely responsible for the accuracy, legality, and quality of its Content (including Affiliate Data) and must ensure that such Content does not violate any applicable laws or third-party rights. Without limiting the generality of the foregoing, the Affiliate:
(i) Shall provide personal data or personally identifiable information to the Company only if strictly necessary for fulfilling its obligations under this Agreement;
and (ii) Represents, warrants, and covenants that: (a) The processing of Affiliate Data and the use of Content under this Agreement will not violate any laws, proprietary rights, or privacy rights; and
(b) The Affiliate has obtained and will maintain all necessary consents, licenses, and legal bases under applicable data protection laws for the use and sharing of its Content and Affiliate Data.

The Affiliate represents, warrants, and covenants that: (a) It will participate in the Program and create, maintain, and operate its Digital Asset(s) in full compliance with this Agreement; (b) Its participation in the Program, operation of its Digital Asset(s), and the sources and methods used to generate traffic to the Digital Asset(s) or the Services will not violate any applicable laws, regulations, industry standards, or self-regulatory guidelines, including those related to communications, data protection, advertising, and marketing; (c) It is legally capable of entering into contracts (i.e., not a minor or otherwise restricted from contracting); (d) The information it provides in connection with the Program is accurate, complete, and up to date at all times; (e) Its Digital Asset(s): (A) Are fully functional, legitimate, and compliant with all applicable laws, rules, and regulations; and (B) Provide end users with all required disclosures, consent mechanisms, and privacy policies in compliance with applicable laws.

11.1 Term. This Agreement will commence upon the Affiliate’s registration for the Program and approval of its Digital Asset(s) by the Company. The initial term of this Agreement shall be one (1) year and will automatically renew for successive one (1) year terms unless terminated earlier in accordance with this section.

11.2 Termination Rights. (a) Termination for Convenience – Either Party may terminate this Agreement at any time, with or without cause, by providing written notice to the other Party. Notice may be provided via a mutually acknowledged email communication. (b) Termination for Breach – The Company may terminate this Agreement or suspend the Affiliate’s account immediately upon written notice if the Affiliate:
(i) Commits a material breach of this Agreement, including any violation of Program Policies, and fails to cure such breach within seven (7) days of receiving notice;
(ii) Engages in any deceptive, fraudulent, or illegal activity in connection with the Program;
(iii) Uses marketing, promotional, or distribution methods that harm or could harm the Company’s brand, goodwill, or reputation;
(iv) Becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy, liquidation, or similar proceedings;
(v) Poses a legal or financial risk to the Company, including potential claims, liabilities, or tax compliance issues arising from its participation in the Program;
(vi) Has previously had its account suspended or Agreement terminated due to non-compliance or association with entities violating this Agreement;
or (vii) If the Company discontinues or materially modifies the Program.

11.3 Effect of Termination. Upon termination of this Agreement, the Affiliate shall:
(i) Immediately cease using all Referral Links, Offers, Program Content, and any Company Marks;
(ii) Remove all promotional materials related to the Company and the Services from its Digital Asset(s);
and (iii) Return or destroy any Confidential Information or proprietary materials belonging to the Company.

The Company may withhold accrued but unpaid Commissions for a reasonable period following termination to account for chargebacks, cancellations, or refunds.

11.4 Post-Termination Payments. (a) If terminated without cause – The Company will continue to pay Commissions for Valid Sales for up to one (1) month following termination, after which no further payments will be due. (b) If terminated for breach – The Affiliate forfeits any unpaid Commissions from the date of the breach, and the Company shall have no further payment obligations.

11.5 Survival of Obligations. Termination of this Agreement does not relieve either Party from liabilities accrued prior to termination. The following sections shall survive termination: Section 2.2 (License Restrictions), Section 2.3 (Ownership and Reservation of Rights), Section 5 (Compliance), Section 6 (Data Protection), Section 7 (Restrictions), Section 9 (Content), Section 10 (Representations and Warranties), Section 12 (Confidentiality), Section 13 (Proprietary Rights), Section 14 (Disclaimers), Section 15 (Limitation of Liability), Section 16 (Indemnification), Section 17 (General Provisions).

12.1 General. Either Party may disclose or otherwise make available certain confidential information ("Confidential Information") under this Agreement and shall, in doing so, be referred to as the "Discloser" hereunder. The other Party when receiving Confidential Information shall be referred to as the "Recipient". For the avoidance of doubt, disclosures by, to, or between the Parties' respective affiliated companies shall also be deemed Confidential Information and be subject to this Agreement.

12.2 Exclusions. Confidential Information shall not include any information that: (a) is lawfully known by the Recipient at the time of disclosure, on a non-confidential basis; (b) is or becomes, through no fault of the Recipient, available to the general public; (c) is independently developed by the Recipient without use or reference to Confidential Information; or (d) is rightfully disclosed to Recipient on a non-confidential basis by a third party.

12.3 Safeguarding. The Recipient shall not use the Confidential Information for any purpose, except to perform under this Agreement and/or as otherwise expressly permitted by this Agreement. To maintain the confidentiality of the Discloser's Confidential Information, Recipient agrees to use the same degree of care it employs for the protection of its own Confidential Information (and in any event, a reasonable degree of care), and to procure that all such measures and safeguards are taken by its Representatives (defined below).

12.4 Non-Disclosure. Recipient shall not disclose or make available any Confidential Information to any person other than to its Representatives (defined below) who have a strict need to know the Confidential Information for the purpose of Recipient performing its obligations under this Agreement, and who are bound to the Recipient by an agreement of confidentiality that contains substantially the same confidentiality obligations contained in this Agreement (or by comparable fiduciary or professional duties of confidentiality). Recipient shall remain primarily responsible and liable for its Representatives' acts and omissions in respect of the Confidential Information, as fully as if they were the acts and omissions of Recipient itself. "Representatives" means Recipient's and/or its Affiliates' directors, officers, employees, professional advisors (including, without limitation, attorneys, financiers, and accountants), contractors, and agents.

12.5 Compelled Disclosure. Recipient may disclose Confidential Information to the minimum extent required by a Legal Requirement; provided, however, that before Recipient does so disclose it shall, to the extent legally permitted, use reasonable endeavors to give the Discloser as much notice of such disclosure as possible, and reasonably assist Discloser in seeking a protective order or another appropriate remedy. "Legal Requirement" means (a) an order of any court of competent jurisdiction, any regulatory, judicial, governmental, or similar body, or any taxation authority of competent jurisdiction, (b) the rules of any listing authority or stock exchange on which its shares or those of any of its Affiliates are listed or traded, and/or (c) the laws or regulations of any country to which its affairs or those of any of its Affiliates are subject.

12.6 Return/Destruction of Confidential Information. Promptly following a written request by Discloser at any time (including within a reasonable time following termination of this Agreement), Recipient shall, as reasonably directed, return, destroy, and/or permanently delete all Confidential Information in its possession or control, and shall thereafter, upon written request, have one of its officers certify in signed writing compliance with the foregoing. Notwithstanding the foregoing, the Recipient may retain an archival copy of Confidential Information solely to the extent that: (a) such archival copy is contained in electronic files as part of the Recipient’s regular data backup or archiving procedures, and/or (b) such retention is required by any Legal Requirement; and in each of the foregoing cases under paragraphs (a) and (b), provided further that the Recipient shall refrain from accessing or using such Confidential Information, and shall treat such Confidential Information at all times in accordance with the provisions of this Agreement and shall refrain from any use thereof.

13.1 Ownership of Intellectual Property. The Affiliate acknowledges that all rights, title, and interest in and to the Company’s intellectual property, including but not limited to the Marks, trademarks, trade names, service marks, copyrights, patents, proprietary software, domain names, trade secrets, and all other proprietary rights (“Company IP”), are and shall remain the sole and exclusive property of the Company or its licensors. The Affiliate shall have no rights in or to the Company IP except as expressly granted under this Agreement.

13.2 Limited License. The Company grants the Affiliate a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to use the Company’s Marks and Program Content solely for the purpose of promoting the Services under this Agreement. Any unauthorized use of Company IP is strictly prohibited.

13.3 Restrictions on Use of Proprietary Rights. The Affiliate shall not, and shall not permit or assist any third party to:
(i) Register or attempt to register any Company IP, including any trademark, trade name, domain name, or other proprietary right, with any governmental agency or authority, without the Company’s prior express written consent;
(ii) Use the Company’s Marks in any manner that may cause confusion, deception, dilution, or harm to the Company’s brand or reputation;
(iii) Affix any Company trademark, logo, or trade name to any product or service that is not provided by the Company;
(iv) Modify, erase, deface, obscure, or overprint any proprietary rights notices appearing on any Company IP or materials provided by the Company;
(v) Create, adopt, or use any mark, name, logo, or designation that is identical or confusingly similar to any Company IP.

13.4 Enforcement and Termination of License. The Company reserves the right to revoke the Affiliate’s license to use any Company IP at any time if the Affiliate breaches this Agreement or engages in any conduct deemed harmful to the Company’s intellectual property rights. Upon termination of this Agreement, the Affiliate must immediately cease all use of Company IP, including removing any Company Marks and Program Content from its Digital Assets.

THE PROGRAM, THE SERVICES, AND ANY RESPECTIVE PRODUCTS, LINKS, NAMES, TRADEMARKS AND LOGOS AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AT YOUR OWN RISK. NEITHER WE NOR ANY OF OUR AFFILIATED COMPANIES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS.

WE AND OUR AFFILIATED COMPANIES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATED COMPANIES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATED COMPANIES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR DIGITAL ASSET OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM. NOTHING IN THIS SECTION 11 WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

To the maximum extent permitted by law, neither the Company, its affiliates, nor its licensors shall be liable for any indirect or exemplary damages, or incidental, special or consequential damages when applicable by law, including but not limited to loss of revenue, profits, goodwill, data, or business opportunities, even if advised of the possibility of such damages. In no event shall the Company’s total liability arising in connection with the Service Offerings exceed the total Commission paid or payable to the Affiliate in the twelve (12) months immediately preceding the event giving rise to the most recent claim. The Affiliate waives any equitable remedies, including but not limited to specific performance, injunctive relief, or other equitable remedies, in connection with this Agreement. Nothing in this section shall limit liabilities that cannot be lawfully restricted under applicable law.

To the maximum extent permitted by law, the Company shall not be liable for any issues related to the Affiliate’s Digital Asset(s), including but not limited to its creation, maintenance, operation, or marketing activities. The Affiliate agrees to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and their respective employees, officers, directors, and representatives from and against all claims, losses, damages, liabilities, costs, and expenses (including attorneys’ fees) arising from or related to: (a) The Affiliate’s Digital Asset(s) or any content appearing on or associated with it, including its combination with third-party applications, materials, or processes; (b) The design, production, marketing, or promotion of the Affiliate’s Digital Asset(s); (c) The Affiliate’s use of any Offers, whether authorized or unauthorized; (d) Any breach of this Agreement, including violations of Program Policies, or violation of applicable laws, regulations, court orders, or any third party rights; (e) Any tax obligations, including collection, payment, or failure to meet tax registration duties; (f) Any inaccurate or excessive representation made by the Affiliate in relation with the Company’s Offers or Services; (g) Any negligence, fraud, or willful misconduct by the Affiliate or its employees, contractors, or representatives.

The Company reserves the right to modify this Agreement, including its terms, conditions, and Program Policies, at any time and at its sole discretion. Notice of such modifications may be provided via: Posting a change notice, revised Agreement, or updated Program Policies on the designated communication platform; and Sending notice of the modification to the Affiliate’s primary email address on record.

Unless otherwise specified, modifications shall take effect on the date indicated in the notice. The Affiliate’s continued participation in the Program after the effective date constitutes acceptance of the revised terms. If the Affiliate does not agree to the modifications, its sole remedy is to terminate this Agreement in accordance with Section 11.

18.1 Entire Agreement. This Agreement (including its annexes, if any) constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, communications, or understandings. Each Party acknowledges that it has not relied on any representation or statement that is not expressly set forth in this Agreement.

18.2 Precedence. To the extent of any conflict or inconsistency between a provision in these Terms on the one hand, and a provision in the Order on the other hand, the former shall prevail (except to the extent expressly stated otherwise in the Order, or to the extent related solely to the Subscription or Service particulars of the Order, in which case the latter shall prevail).

18.3 Feature Specific Terms. Certain features or functionalities of the Program may be subject to additional terms and conditions (“Feature-Specific Terms”). Unless expressly stated otherwise, Feature-Specific Terms shall apply in addition to, and not in place of, this Agreement.

18.4 Assignment. The Affiliate may not assign or transfer its rights or obligations under this Agreement, in whole or in part, without the Company’s prior written consent. Any attempted assignment without consent shall be null and void. The Company may assign or transfer this Agreement, in whole or in part, without restriction. Furthermore, the Company may have its obligations performed (in whole or in part) and exercise its rights through its affiliates.

18.5 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the province of Québec, Canada, without regard to conflicts of law principles. Any disputes, claims, or controversies arising out of or related to this Agreement shall be exclusively subject to the courts of Montréal, Québec, Canada, and each Party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on jurisdiction, venue, or inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Notwithstanding the foregoing, either Party may seek equitable relief (such as injunctive relief) in any court of competent jurisdiction. Except for equitable relief, fee collection, or intellectual property enforcement, no action arising under this Agreement may be brought more than one (1) year after the underlying cause of action accrued.

18.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such provision will be ineffective solely as to such jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

18.7 Relationship. The Parties are independent contractors, and nothing in this Agreement shall be construed to establish a partnership, association, joint venture, agency, mandatary, fiduciary, or employer-employee relationship. Neither Party has the authority to enter into agreements or create obligations on behalf of the other, except as expressly permitted under this Agreement.

18.8 Force Majeure. Neither Party shall have any liability for any performance (excluding payment obligations) under this Agreement that is prevented, hindered, or delayed by reason of an event of Force Majeure (defined below). The Party so affected shall be excused from such performance to the extent that, and for so long as, performance is prevented, interrupted, or delayed by the Force Majeure. If and when performance is resumed, all dates specified under this Agreement shall be automatically adjusted to reflect the period of such prevention, interruption, or delay by reason of such Force Majeure. For purposes of this Agreement, an event of "Force Majeure" shall be defined as: (a) fire, flood, earthquake, explosion, pandemic or epidemic (or similar regional health crisis), or act of God; (b) strikes, lockouts, picketing, concerted labor action, work stoppages, other labor or industrial disturbances, or shortages of materials or equipment, not the fault of either party; (c) invasion, war (declared or undeclared), terrorism, riot, or civil commotion; (d) an act of governmental or quasi-governmental authorities (including without limitation lockdowns); (e) failure of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections (which could not be prevented by usual security means), shortage of adequate power or transportation facilities; and/or (f) any matter beyond the reasonable control of the affected Party. For the avoidance of doubt, any problems relating to hosting of Service by a third party is beyond the reasonable control of the Company.

18.9 Export Control. You must not use, transfer, export, re-export, import, or divert the Service in violation of any applicable Export Control Laws, or otherwise to: (A) Lebanon, Syria, Iran, Iraq, Sudan, Yemen, Cuba, or North Korea (or other countries specifically designated in writing by us from time to time); (B) any countries under a general embargo by U.S. and/or Canada; or (C) anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List or any other restricted party lists in the U.S. or in Canada. You represent and warrant that you are not located in any such country or on any such list. "Export Control Laws" means all applicable export and re-export control Laws applicable to you and/or Company or its Affiliates, as well as the United States' Export Administration Regulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations (ITAR) maintained by the US Department of State, and Canada’s
(i) Export and Import Permits Act.
(ii) United Nations Act
and (iii) Special Economic Measures Act.

These Affiliate Guidelines form an integral part of the Agreement and set forth additional rules governing the Affiliate’s participation in the Program. Compliance with these guidelines is mandatory, and any violation may result in withholding of Commissions, suspension, or termination from the Program, at the Company’s sole discretion.

The Affiliate shall not engage in fraudulent, unethical, or unlawful activities, or any practices that mislead users, circumvent the Agreement or exploit the Services or payment terms (“Prohibited Activities”). Examples of Prohibited Activities include, but are not limited to:
(i) Use of unauthorized software (third-party or otherwise) to generate fraudulent or artificial transactions;
(ii) Bidding on legally protected trademarks or restricted keywords in paid search, or other third-party advertising platforms, without prior written approval from the Company or the Advertiser;
(iii) Placing misleading links that deceive Users into clicking, including activating cookies in a way that forces an unintended conversion (“forced clicks”);
(iv) Promotion via unsolicited email (spam) or any other unauthorized communication;
(v) Manipulating referral links by mimicking clicks to store tracking cookies without the User’s knowledge, leading to fraudulent commission claims;
(vi) Publishing or distributing prohibited content, including but not limited to: (a) Libelous, defamatory, or misleading content; (b) Pornographic, obscene, or sexually explicit material; (c) Abusive, fraudulent, or unlawful content; (d) Any content that infringes third-party rights or violates applicable laws.

Affiliates using email marketing (“Email Affiliates”) must comply with the following:
(i) Operate email lists lawfully, ensuring compliance with all data protection laws and anti-spam regulations;
(ii) Obtain prior approval from the Company before sending promotional emails on behalf of Advertisers;
(iii) Provide sample email campaigns upon request for compliance review;
(iv) Disclose the origin and source of their email lists upon request, including proof that they were lawfully acquired and used in compliance with applicable laws.

Affiliate must maintain the confidentiality of its login credentials, tracking links, and account data to prevent unauthorized access or modification of account details. Affiliate shall not allow any third party to alter account information or tracking data without its explicit knowledge and control.

4.1 Affiliate must specify the URLs it intends to use for tracking transactions during the sign-up process (“Authorized URLs”). Transactions generated from unauthorized URLs may be ignored, and Commissions withheld at the Company’s discretion.
4.2 Affiliate may request to add or modify Authorized URLs, but such changes will only take effect once confirmed by the Company.

5.1 The Company reserves the right to request evidence of where and how the Affiliate promotes its Digital Asset(s) and may require such information to be provided promptly.
5.2 If Affiliate or user configures their system to disable tracking technologies, the Company will not attribute the User’s actions to the Affiliate, and no Commission will be paid.

6.1 The Affiliate must ensure that all account and tracking information provided in the Platform is accurate and up to date.
6.2 The Company may request identity verification at any time. Failure to provide proof within the specified timeframe may result in immediate termination from the Program.

To maintain the integrity and reputation of the Company’s brand, all Affiliates must adhere to the following Branding Guidelines when promoting the Services.

1. Use of Company Marks. The Company’s trademarks, logos, and brand assets (“Marks”) may only be used as expressly authorized under this Agreement; Affiliate must not modify, distort, or misrepresent any Company Marks; The Company Marks must not be used in a way that implies endorsement, partnership, or ownership beyond the scope of the Affiliate Program.

2. Naming & Domain Restrictions. Affiliates must not register or attempt to register any domain name, social media account, or search engine keywords containing the Company’s Marks; Use of the Company’s Marks in a misleading or competitive manner in paid advertising (e.g., Google Ads, Facebook Ads) is strictly prohibited.

3. Approved Marketing Materials. Affiliates must not alter or create derivative works from Company-provided marketing materials (in cases those are provided) without prior written consent.

4. Content & Messaging Standards. Affiliates must accurately represent the Company’s Services and must not make false claims regarding features, pricing, or benefits; Comparative advertising must be fair and based on factual evidence—misleading comparisons are prohibited; Use of deceptive, exaggerated, or clickbait headlines in promotions is not allowed.

5. Social Media & Public Communication. Affiliate must not create social media accounts, pages, or groups that falsely represent the Company; Any public communication about the Company must be truthful, accurate, and not misleading; If using social media for promotions, the Affiliate must comply with disclosure laws (e.g., clearly marking posts as #Ad or #Sponsored where required).

6. Legal Compliance & Enforcement. Affiliates must comply with all advertising, intellectual property, and consumer protection laws; Company reserves the right to review and approve all promotional content at any time; Company may revoke or modify branding permissions if the Affiliate fails to comply with these Branding Guidelines.

Consequences of Non-Compliance. Failure to comply with these Affiliate Guidelines or Branding Guidelines may result in one or more of the following actions:
(i) Warnings or requests for corrective action;
(ii) Suspension or termination of participation in the Affiliate Program;
(iii) Forfeiture of unpaid Commissions;
(iv) Legal action for misuse of intellectual property or false advertising.