This Publisher Partner Membership Agreement, together with applicable Schedules (the "Agreement") is by and between Publisher Partner (or "You") and Supplier (Chelsea King Inc.). BY REPLYING WITH YOUR ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS AGREEMENT.
1. AFFILIATE REQUIREMENTS
1.1 Affiliate. To participate as a Publisher Partner in Supplier's Network, You must:
a. be either a legal entity or an individual 18 years or older; and
b. your activity must comply at all times with applicable federal, provincial, state, local and foreign laws, ordinances, rules, regulations, and Network Policies, including applicable Data Protection Laws. As well, the terms and conditions of the social media platforms being used for the promoting of Chelsea King products or services including, but not limited to, following the guidelines on advertising and sponsored content, disclosing Affiliate relationship with Chelsea King and respecting all community standards of the social media platform(s).
1.2 Affiliate Restrictions.
a. Business Use Only. THE NETWORK AND NETWORK PLATFORM ARE MADE AVAILABLE TO YOU FOR THE SOLE PURPOSE OF FACILITATING BUSINESS TRANSACTIONS AS PERMITTED UNDER THIS AGREEMENT. YOU MAY ONLY USE THE NETWORK AND NETWORK PLATFORM TO CONDUCT BUSINESS ACTIVITY AND NOT AS A CONSUMER.
b. Prohibited Activities. As a Publisher Partner on the Network, You will not, and will not knowingly permit other persons to, engage in any fraudulent, abusive or illegal activity in connection with Your participation in the Network, or any program offered through the Network or use of any functions on the Network Platform.
2. PAYMENTS; FEES
Please note, as a Canadian-based company, all commissions will be issued in Canadian funds.
2.1 Reports. As a Publisher Partner, You will have the right to request reports on Tracked Activities and commissions. Supplier guarantees the accuracy or completeness of any data provided by their Shopify platform.
2.2 Supplier Responsibility. As a service to Advertiser, Supplier may assume responsibility for transmitting payments or managing adjustments in payments to You, only after receiving appropriate instructions or authorization from Advertiser to do so. For Direct Engagements, Supplier is responsible for payments to You in accordance with the terms of the applicable Engagement.
2.3 Publisher Invoicing. Publisher (You) is responsible for contacting the Supplier (Chelsea King Inc.) monthly to request their monthly activity report from which commissions will be noted. Upon receipt, Publisher must then create and send an invoice to the Supplier for said commissions. Supplier will then issue payment via e-transfer for accurate commissions based on the reporting provided by Shopify reports.
2.4 Inactivity. If Your account is inactive for more than three (3) consecutive months, Supplier reserves the right to close out the account.
3. Taxes. You are responsible for determining the applicability of certain tax laws depending on the location of your operations, the scope of your activity, and other applicable criteria. You agree to comply with all applicable tax laws, and You agree that You are solely responsible for any tax obligations, including reporting, arising from or in connection with any compensation earned by You as a result of Your participation in the Affiliate program. You will cooperate with Supplier and provide the necessary financial and tax information, including Value Added Tax (VAT) and company registration numbers and the like, to facilitate this invoicing and collection activity. You acknowledge that You have access to copies of all invoices issued by Supplier in Your name and on Your behalf. You may raise any objections to the content of the invoices issued in Your name and on Your behalf with Supplier within ten (10) days after the date of issue of the invoice. You acknowledge and agree that You retain full responsibility for: (a) fulfilling Your obligations with respect to GST, VAT or other taxation on the rendering of services, if applicable; (b) paying the GST, VAT or other taxation on the rendering of services, if applicable, on the commissions collected and paid to You by Supplier on Your behalf; (c) immediately reviewing all invoices and requesting copies of any reports or invoices not received from Supplier; (d) advising Supplier of any changes to Your company's tax identification information; and (e) otherwise complying with all applicable tax laws, rules and regulations. In the event there are any joint tax law responsibilities that is potentially attributable to the Supplier, the Publisher shall take all acts necessary to comply with the joint responsibilities and shall also hold the Supplier harmless.
4. CONFIDENTIAL INFORMATION
4.1 Definition. "Confidential Information" means any material or information disclosed by the Disclosing Party to the Receiving Party that is marked or otherwise identified as confidential at the time of disclosure, or which given facts and circumstances under which such information is disclosed, should reasonably be considered confidential and proprietary; and includes the terms and conditions of this Agreement and all schedules, exhibits and amendments thereto.
4.2 Non-Disclosure. Each party ("Receiving Party") will keep the other party's ("Disclosing Party") Confidential Information secure using at least the same degree of care that it uses to protect its own Confidential Information, but no less than reasonable care, and will not disclose or use such other party's Confidential Information except to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement. Further, the Receiving Party may disclose the Disclosing Party's Confidential Information only to those of its employees, officers and directors, third-party consultants, and advisers, and the employees and officers of its Affiliates (collectively referred to as "Representatives") with a legitimate need to know such information in order to perform their respective duties; provided that (a) each such person has a legal or contractual obligation to maintain the confidentiality of such information, and (b) in the case of Representatives, no such Representative is a competitor of, or affiliate of a competitor of, the Disclosing Party. You are responsible for the use and storage of the password and ID issued by Supplier to access the Supplier Tools and will immediately notify Supplier in writing of any loss or involuntary disclosure thereof. Supplier reserves the right to change the password and ID issued to You in the event of a suspected breach of this Agreement or compromise of the security of Your account.
5. REPRESENTATIONS AND WARRANTIES. By both parties. Each party hereby represents, warrants, and agrees: (a) it is duly organized, validly existing, and has full authority to enter into this Agreement; (b) it has the full authority to perform its duties under this Agreement; (c) it will comply with all laws, rules and regulations applicable to the operation of its business and to its performance under this Agreement; and (d) performance under this Agreement does not conflict with any other duty to any other party under which it is bound, including proprietary and privacy rights.
6.1 Indemnification by You. You agree to indemnify and hold harmless Supplier for and against any Claims that directly or indirectly arise out of or are based on (a) any breach of Your obligations under this Agreement, including failure to comply with applicable Data Protections Laws, or tax, labor or other applicable laws, (b) any breach by You of an Engagement, (c) Your negligence or willful misconduct, and (d) any actual or alleged infringement by You of any Intellectual Property Rights or other rights of any person.
6.2 Supplier Indemnification. Supplier agrees to indemnify and hold You harmless for and against any Claims that directly or indirectly arise out of or are based on (a) any breach of Supplier's obligations under this Agreement, and/or (b) any claims that the Supplier owned Intellectual Property Rights licensed to You by Supplier, when used strictly as permitted under this Agreement, infringe any Intellectual Property Rights or other rights of any person.
7. TERMINATION; SUSPENSION
7.1 Termination. Either party may terminate this Agreement and Your participation in the Affiliate program at any time by providing written notice to the other party. Your removal of Qualifying Links from Your Site alone does not terminate an Engagement or this Agreement.
7.2 Suspension. Supplier may suspend, limit, restrict, condition or deny Your access to or use of all or any part of the Affiliate program, the Supplier Tools, or any Qualifying Links at any time in its sole discretion.
8.1 Independent Contractors. The parties are independent contractors and not partners or joint venturers. This Agreement is governed by applicable legislation and nothing in this Agreement will confer upon either party any authority to obligate or bind the other in any respect or cause either party to have a fiduciary or employment relationship with the other.
8.2 Force Majeure. Supplier will not be liable to You by reason of any failure or delay in the performance of its obligations hereunder on account of shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, strikes, earthquakes, interruptions in telecommunications services or internet facilities, pandemics or any other cause which is beyond the reasonable control of Supplier, whether or not similar to the foregoing
8.3 Assignability. You may not assign or delegate any of the rights or obligations under this Agreement, and any such attempted assignment or delegation will be void. This Agreement is binding on and inures to the benefit of the respective permitted successors, heirs and assigns of each party.
8.4 Severability. If any portion of this Agreement is held by a court with jurisdiction to be invalid or unenforceable, the remaining portions hereof, will remain in full force and effect. If any provision of this Agreement will be judicially unenforceable in any jurisdiction, such provision will not be affected with respect to any other jurisdiction.
Notice Address: Chelsea King Inc., PO Box 11033 Seton PO, Calgary, AB, T3M 1Y6 with a copy to firstname.lastname@example.org.