Affiliate Agreement
Affiliate Program - Terms & Conditions
THIS AGREEMENT and the documents described in Section 18
below contain the complete terms and conditions that apply to an individual or
entity's participation in the Strobepro Affiliate Program (the
"Program"). This Agreement is made and entered into by and between Strobepro
Studio Lighting Inc., an Alberta corporation ("Strobepro"), and you.
As used in this Agreement, "we/us/our" means Strobepro and
"you" means the applicant specified in the Application, as that term
is defined below. "Site" means a World Wide Web site. “Manager” means
the impact radius Corporation, which has been retained by us to provide
affiliate marketing services for the Strobepro Affiliate Program.
1. ENROLLMENT IN THE PROGRAM (New Members)
To begin the enrollment process, you will need to submit a completed Program
application form which can be found at
We will evaluate your Application in good faith and will notify you of
your acceptance or rejection. We may reject your Application for any
reason whatsoever, including, but not limited to our determination (in
our sole discretion) that your Site is unsuitable for the Program
(“Unsuitable Site”). Unsuitable Sites include, but are not limited to,
those that a. contain or link to nudity or pornography or promote
sexually explicit materials; b. promote violence; c. promote
discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age; d. promote illegal activities; e. infringe
intellectual property rights of ours, or otherwise violate the rights of
any third party: f. contain, in our sole judgment, material that is
defamatory, fraudulent, or harassing to us or any third party; or promote
the use of any pyramid or similar schemes. Once we accept your
Application, you will be provided with a password protected affiliate
account. If we reject your Application, you are welcome to reapply to the
Program at any time. Existing affiliates are automatically approved and
do not need to complete the application form.
2. LINKS ON YOUR SITE
PRODUCT ICONS AND HOME PAGE LINKS.
You may select any one or more graphics
offered through your Affiliate account ("Banners") or
("Logos") to feature on your Site. You may change the selection
of your featured Icons at any time, without our approval. You can display
on your Site a word or words, graphic image(s), or combination of words
and images. The content, style, and placement of these words and images
will be your sole responsibility and at your sole discretion provided
that you comply with the terms of this Agreement. You must ONLY place
word(s) or graphic image(s) links on your Site utilizing the code
provided. You may NOT "hard" code image(s) on your Site. You
may not modify any of our Icons, content, tools, text, images, Links (as
defined below), Strobepro Brand Features (as defined below), or search
boxes (collectively "Licensed Materials") in any way. For each
selected Icon, we will provide an electronic link to the Strobepro Site
using an Affiliate URL provided by us (a "Link"). It is your
sole responsibility to set up and maintain the electronic Links
connecting your Site to the appropriate page on the Strobepro Site
designated for that particular Icon and ensure that the electronic Links
are in good and working order. You acknowledge and agree that Icons,
content, tools, text, images, Links, search boxes or any other material
provided to you by us on our behalf for inclusion on your Site may
include Strobepro’s trade name, trademark, service mark and/or logo ,
(ii) you have no right to alter or modify such Strobepro Brand Features,
(iii) you will not use or display the Strobepro Brand Features or any of
the other Licensed Materials on any Unsuitable Site, as determined in our
sole discretion, or in any manner that is defamatory, misleading,
libelous, obscene or otherwise potentially damaging to the reputation of Strobepro
or the goodwill associated with the Strobepro Brand Features, and (iv)
you will use the Strobepro Brand Features in accordance with any
trademark usage guidelines and policies that Strobepro may issue from
time to time.
3. ORDER PROCESSING
We will process product orders placed by customers who follow Links from
your Site to the Strobepro Site. We reserve the right to reject orders
that do not comply with any requirements that we periodically may
establish.
We will be responsible for all aspects of order processing and fulfillment.
Among other things, we will prepare order forms; process payments,
cancellations, and returns; and handle customer service. We will track
sales made to customers who purchase products online using Links from
your site to our Site in accordance with the terms of this Agreement
(“Customers”) and will provide you with access to reports summarizing
this sales activity. The form, content, and frequency of the reports may
vary from time to time in our discretion but will generally be available
on a continuous basis. You hereby agree not to disclose the information
contained in these reports to any third party without prior written or
electronic consent. To permit accurate tracking, reporting, and fee
accrual, you must ensure that the Links between your and our Site are
properly formatted. All HTML tags are to be generated using the special
HTML tags provided by us and are not to be altered in any manner. We will
not be responsible for tracking and reporting sales that were not made
through a Link formatted to our specifications.
4. REFERRAL FEES
We will pay you Referral Fees on product sales to third parties as defined
below. For a product sale to generate a Referral Fee, a Customer must
follow a Link (in the format specified by us) from your Site to the Strobepro
Site, purchase one or more Products, as defined below, using our
automated ordering system, and remit full credit card approved payment to
Strobepro. You will not receive a commission for any sales initiated or
completed offline (for example, by telephone or in store). Our
determination of whether a commission is payable is final and is binding
to you.
You will earn Referral Fees based on the Sale Price of Products, according to
fee schedules to be established and issued from time to time by us, which
are incorporated by reference in this Agreement, and which we retain the
absolute right to modify at any time. "Sale Price" means the
sale price on our Site for each product at the time the product sale took
place. The Sales Price shall not include costs for shipping, handling,
gift-wrapping (where and when applicable), and taxes.
5. FEE AMOUNT
Referral fees earned pursuant to Section 4 are paid as a
percentage of the Sale Price of the Products sold. In our sole discretion, we
may establish other special commission rates with respect to certain promotions.
6. FEE SCHEDULE
All payments shall be made in Canadian dollars via Strobepro store credit or gift card. 45 days
following the shipment of the order you will receive qualified Referral Fees to your account. If a Product that generated a Referral Fee is returned or canceled within the 45 days, the order will be marked as returned or canceled
and no payment will be issued .
7. POLICIES AND PRICING
All Customers who buy products through this Program will be
deemed to be the customers of Strobepro. Accordingly, all Strobepro rules,
policies, and operating procedures (“Policies and Procedures”) concerning
customer orders, customer service, and product sales will apply to those
Customers. We may change our Policies and Procedures at any time and for any
reason. For example, we will determine the prices to be charged for products
sold under this Program in accordance with our own pricing policies. Product
prices and availability may vary from time to time. Because price changes may
affect Products that you already have listed on your Site, you may not include price
information in your product descriptions or otherwise on your Site. We will use
commercially reasonable efforts to present accurate information, but we cannot
guarantee the availability or price of any particular product.
8. LIMITED LICENSE/RESTRICTIONS
Strobepro grants you a limited, non-exclusive, non-transferable, non-sublicensable
revocable right and license during the term to use the Logos, Banners and
words or combination of words and images described in Section 2 and such
other Icons and images for which Strobepro grants express written
permission, solely for the purpose of identifying your Site as a Program
participant and to assist in generating product sales. You may not modify
any of the Licensed Materials in any way. Strobepro reserves all rights
in the Licensed Materials and all intellectual property rights therein.
Subject to the terms and conditions of this Agreement, Strobepro grants
you a limited, non-exclusive, royalty-free license to use the Sales
Information, as defined below, to the extent necessary to fulfill your
obligations under this Agreement or for your internal research purposes. Strobepro
may immediately revoke such licenses at any time and for any reason upon
giving you oral, written or electronic notice. You hereby acknowledge and
agree that all right, title and interest in the Licensed Materials are
exclusively owned by Strobepro and/or its licensors and that any goodwill
resulting from Affiliate’s use of such Licensed Materials shall inure to
the benefit of Strobepro and shall automatically vest in Strobepro upon
use by Affiliate. You hereby acknowledge and agree that Strobepro shall
own all right title and interest in and to all information that is
created or collected in connection with this Agreement, including,
without limitation, (i) any contact information collected from any Strobepro
Customer who enters Strobepro’s Site from a link from your Site
("Affiliate Customers") and any information regarding
click-through rates, information regarding product purchases by Affiliate
Customers ("Sales Information"), and any information regarding
high-performing AdWords, keywords or any other similar advertising,
search or query words or terms, any information regarding top-converting
products, or any other non-public Strobepro sales and marketing
information (“Marketing Information”). You agree not to disclose during
the term and at any time thereafter any Sales Information, Affiliate
Customer contact information, or Marketing Information to any third party
without Strobepro’s prior written approval. You agree not to use or send
any email, including but not limited to emails that you send to your
customers promoting various offers or merchants, at any time, to
advertise or promote Strobepro's name, without prior written consent from
us.
You may not use the Strobepro name, “Strobepro”, or any other Strobepro Brand
Features, or any variation, element, derivation or adaptation thereof
(including but not limited to abbreviations, misspellings, stringing of
individual names into a single word, or any other variation which has the
effect of implying the Strobepro name; “Strobepro Variations”), in any
manner not expressly authorized by this Agreement. Without limiting the
generality of the foregoing, Affiliate shall not: 1. use Strobepro Brand
Features or Strobepro Variations in Affiliate’s domain or sub-domain; 2.
use Strobepro Brand Features or Strobepro Variations (or use any type of
software download or technology or otherwise engineer Affiliate’s
website, search engine, or Affiliate’s service) in such a manner so as to
intercept, redirect, or divert Internet traffic or Referral Fees to or
from Strobepro’s Site(s) without Strobepro’s prior written approval; and,
3. bid on or purchase Strobepro Brand Features or Strobepro Variations as
Adwords, keywords, or any other similar advertising, search or query
words or terms, on Google, Yahoo, or any other similar search engine
service or website. Any violation of this section shall constitute a
material breach of the Agreement, and within twenty-four (24) hours of
receipt of notice from Strobepro of such breach, Affiliate shall cease
such use of Strobepro Brand Features or Strobepro Variations. If
Affiliate does not so cure such breach, Strobepro may immediately
terminate the Agreement, without any charge or liability, in addition to
any other rights or remedies Strobepro may have under the Agreement, and Strobepro
reserves the right to bring a trademark infringement action against
Affiliate, as well as any other rights or remedies it may have at law or
in equity. You agree not to: (i) cache any part of or all of the Licensed
Materials, (ii) offer any unauthorized incentives to end users to use the
Links, and (iii) offer or make available to end users coupons or
promotions that have expired or have not been approved by us.
9. RESPONSIBILITY FOR YOUR SITE
You will be solely responsible for the development, operation, and
maintenance of your Site and for all materials that appear on your Site,
including, but not limited to the technical operation of your Site and
all related equipment; posting Icons on your Site and linking those Icons
to our Site; the accuracy and appropriateness of materials posted on your
Site (including but not limited to all product-related materials);
ensuring that materials posted on your Site do not violate or infringe
upon the rights of any third party (including, but not limited to,
copyrights, trademarks, privacy, or other personal or proprietary rights)
ensuring that materials posted on your Site are not libelous, violate any
provision of this Agreement or are otherwise illegal or unlawful.
The accuracy and legality of all product effectiveness claims: you may not
make specific claims regarding the effectiveness of any product. without
limiting the generality of the foregoing, 1. you shall not make any
representations, warranties or guarantees to anyone with respect to the
specifications, features or capabilities of the products that are
inconsistent with the information distributed or provided by Strobepro,
2. you shall not make any false or misleading representations with regard
to Strobepro or the products, and 3. you shall not post, publish or use
any misleading or deceptive advertising materials regarding Strobepro or
the products. if you violate the foregoing or otherwise make
unsubstantiated product claims with respect to products we sell, your
membership in the Strobepro affiliate program may be terminated
immediately upon notice.
We disclaim all liability for the matters described in this Section 9.
Further, you will indemnify and hold us harmless from all claims,
damages, and expenses (including, without limitation, attorneys' fees)
relating to the content development, operation, maintenance, and contents
of your Site or any breach of any representations, warranties or
covenants made by you in this Agreement.
10. TERM/TERMINATION
The term of this Agreement will begin upon our acceptance of
your Program Application and will end when terminated by either party in
accordance with the terms of this Agreement. Either you or Strobepro may
terminate this Agreement at any time and for any reason, with or without cause,
by giving the other party written or electronic notice of termination. You are
only eligible to earn Referral Fees on sales occurring during the term of this
Agreement, and fees earned through the date of termination will remain payable
only if the related orders are not canceled or returned. We may withhold your
final payment for a reasonable time to ensure that the correct amount is paid.
Upon termination of this Agreement, 1. all licenses hereunder shall terminate,
2. you shall immediately remove any Links, Icons, search boxes, or any other
Licensed Materials from your Site and 3. sections 8(2), 9(3), 10, 13, 14, 15
and 19, as well as any other provisions which by their nature are reasonably
expected to survive the termination of this Agreement, shall survive such
termination.
11. MODIFICATION
We may modify any of the terms and conditions contained in
this agreement, at any time and in our sole discretion, by posting a change
notice or a new agreement on our affiliate gateway site. modifications may
include, but are not limited to, changes in referral fees, fee schedules,
payment procedures, and policies and procedures. if any modification is
unacceptable to you, your only recourse is to terminate this agreement. your
continued participation in the program following our posting of a change notice
or new agreement on our affiliate gateway site will constitute binding
acceptance of the change.
12. RELATIONSHIP OF PARTIES
You and Strobepro are independent contractors, and nothing
in this Agreement will create any partnership, joint venture, agency,
franchise, sales representative, or employment relationship between the
parties. You will have no authority to make or accept any offers or
representations on our behalf. You will not make any statement, whether on your
Site or otherwise, that reasonably would contradict anything in this Section.
13. LIMITATION OF LIABILITY
Strobepro will not be liable to you or any other person or
entity for any special, indirect, consequential or exemplary damages
(including, without limitation any loss of revenue, profits, or data) arising
in connection with this agreement or the program, however caused, and under
whatever cause of action or theory of liability brought (including, without
limitation, under any contract, negligence or other tort theory of liability,
even if we have been advised of the possibility of such damages. further, our
aggregate liability arising with respect to this agreement and the program will
not exceed the total referral fees paid or payable to you under this agreement.
all claims made hereunder by you against us shall be made within ninety (90) days
of the act or omission, which forms the basis of such claims.
14. DISCLAIMERS
We make no express or implied warranties or representations
with respect to the Program or any products sold through the Program
(including, without limitation, warranties of fitness, merchantability,
non-infringement, or any implied warranties arising out of a course of
performance, dealing, or trade usage). In addition, we make no representation
that the operation of the password protected affiliate account, Strobepro’s
Site or any other Site sponsored by us in connection with this Agreement will
be uninterrupted or error-free, and we will not be liable for the consequences
of any interruptions or errors or termination of any services, products or this
Agreement.
15. INDEPENDENT INVESTIGATION
You acknowledge that you have read this agreement and agreed
to all its terms and conditions. you understand that we may at any time
(directly or indirectly) solicit customer referrals on terms that may differ
from those contained in this agreement or operate web sites that are similar to
or compete with your website. you have independently evaluated the desirability
of participating in the program and are not relying on any representation,
guarantee, or statement other than as explicitly set forth in this agreement.
16. IDENTIFICATION OF AFFILIATES
We may identify you or your Site as a participant in the
Program without providing you prior notice or obtaining your specific written
consent. Such identification may be oral, written, or electronic, and may include,
but is not limited to, public announcements, promotional materials, internal
and external reports, and public filings.
17. NON-ASSIGNMENT AND SUCCESSORS
You may not assign or transfer this Agreement, by operation
of law or otherwise, without our prior written consent. Any assignment or
transfer in violation of the foregoing shall be null and void. Subject to that
restriction, this Agreement will be binding on, inure to the benefit of, and be
enforceable against, the parties and their respective successors and assigns.
18. SCOPE OF AGREEMENT
This Agreement and the Fee Schedules constitutes the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior or contemporaneous written or
oral agreements or representations between the parties.
19. MISCELLANEOUS
This Agreement will be governed by the laws of Canada and the province of
Alberta, without reference to rules governing the choice of laws. Any
action relating to this Agreement must be brought in the federal or
provincial courts located in Calgary, Alberta and you irrevocably consent to the
jurisdiction and venue of such courts. Our failure to enforce your strict
performance of any provision of this Agreement will not constitute a
waiver of our right subsequently to enforce such provision or any other
provision of this Agreement. If for any reason a court of competent
jurisdiction finds any provision of this Agreement, or portion thereof,
to be unenforceable, that provision of the Agreement will be enforced to
the maximum extent permissible so as to effect the intent of the parties,
and the remainder of this Agreement shall continue in full force and
effect. You shall not make any public announcement or issue any press
release concerning the Agreement or the transactions contemplated hereby,
without our prior written consent. We shall not be liable hereunder by
reason of any failure or delay in the performance of our obligations on
account of strikes, shortages, riots, insurrection, fires, flood, storm,
explosions, earthquakes, Internet outages, acts of God, acts of war, acts
of terrorism, governmental action, or any other cause that is beyond our
reasonable control.
As used herein, certain capitalized words (or any variation thereof) shall
have the meaning as herein provided. Any conflict between said
capitalized words, and any other meaning shall be resolved as herein
provided. Unless otherwise stated above, all notices and other
communications required or permitted hereunder shall be in writing and
shall be delivered personally or transmitted by email to Strobepro Studio
Lighting Inc. at
[email protected], or by the Canada Pst certified or
registered mail, return receipt requested, to Strobepro Studio Lighting
Inc., Web Affiliates, 75, 1011 57 Ave NE Calgary AB, Canada T2E 8X9 or if
to you at the email address designated on your Application.
If the person entering into this Agreement is acting on behalf of his or her
company or organization, such person hereby represents to Strobepro that
he or she has all requisite power and authority to enter into this
Agreement on behalf of such company or organization, that this Agreement
has been duly authorized by such company or organization and that this
Agreement will constitute a legal, valid, a binding obligation of such
company or organization. Such person hereby agrees to indemnify and hold
harmless Strobepro from any and all claims, damages and expense
(including without limitation attorney’s fees) arising from any breach of
this section.
