KITCO Publisher Network Terms and Conditions
The following KITCO Publisher Network Terms and Conditions (“Terms and Conditions”) constitute a binding agreement between you (“You”, “Your” or “Publisher”) and KITCO Inc. (“KITCO”, “We”, “Us”, or “Our”). These Terms and Conditions govern the terms of your participation in the KITCO – Awin Publisher Network for use of approved KITCO marketing assets and associated Marks as made available to publisher by KITCO from time to time and provided through the Awin Publisher Network (collectively, “KITCO Marketing Assets”), and all services or placement of any KITCO Marketing Assets (“Purpose”).
Conditions of Use.
Acceptance of Terms. By accessing the KITCO Marketing Assets, and each time you access and/or publish the KITCO Marketing Assets, you are accepting and agreeing to be bound by these Terms and Conditions on your own behalf or, as applicable, on behalf of the party or parties on whose behalf you are accessing the KITCO Marketing Assets. If you do not agree with these Terms and Conditions, then you may not access, publish or otherwise use the KITCO’s Marketing Assets.
Amendment of Terms. We may, in our sole discretion, revise these Terms and Conditions at any time without advance notice to you by posting the revised Terms and Conditions on the Awin Publisher Network portal. It is your responsibility to regularly review these Terms and Conditions. If you access or publish KITCO’s Marketing Assets after we make any changes, you will be accepting the changes and agreeing to be bound by the revised Terms and Conditions.
Compliance with Laws. You may access KITCO Marketing Assets only if you are approved by KITCO to do so. Your use of the KITCO’s Marketing Assets must comply with all applicable laws and KITCO Brand Guidelines. You will at all times, including in the sending of commercial electronic messages (as such term is defined under CASL), comply with all applicable laws and regulations, including any relevant legislation and codes of practice relating to advertising and marketing and Applicable Privacy Laws. Applicable Privacy Laws means the Personal Information Protection and Electronic Documents Act (“PIPEDA”), Canada’s Anti-Spam Legislation (“CASL”), and any other Canadian or foreign federal, provincial/state, local codes, statutes, rules, regulations, published standards, judgments, rulings, bulletins, orders or decrees of any Governmental Authority that apply and relating to the collection, use, retention, transfer or disclosure of the personal information. All marketing and other materials made available to customers in Quebec shall be in both the English and French languages.
Any commercial electronic messages which contain, publish or otherwise use the KITCO Marketing Assets must be pre-approved by KITCO in writing and must comply with the terms of this Agreement, including but not limited to section 1(c) Compliance with Laws.
By accessing, publishing or otherwise using the KITCO Marketing Assets, you represent and warrant that:
You will not alter any KITCO Marketing Assets except as pre-approved by KITCO in writing;
You will comply with directions from KITCO regarding placement of KITCO Marketing Assets on third party websites including but not limited to the restrictions set out at section 3(f) below;
All information you provide to KITCO including information regarding ad placement and delivery is true, accurate and complete; and
You accept full responsibility for all charges, duties, fees, taxes, costs, expenses and other like charges or any financial liability resulting from your placement of the KITCO Marketing Assets on third party websites and/or use of the Awin Publisher Network.
Trademarks. Nothing appearing in these Terms and Conditions grants to you the right to use the trade-marks, trade dress, trade name rights, logos and similar rights associated with any of KITCO PMD Inc, KITCO Media or the Products (the “Marks”) except as expressly set out herein, and solely in association with the KITCO Marketing Assets as set out below. The Marks are the registered or unregistered trademarks, service marks, tradenames and logos owned or licensed by KITCO. Except as provided for in these Terms and Conditions, all use, duplication, publication, modification or dissemination of the Marks by you is prohibited.
License to use KITCO Marketing Assets.
KITCO grants to Publisher a revocable, non-transferable, non-exclusive, and limited license to access and publish KITCO Marketing Assets solely in connection with the Purpose, provided that any such use shall not suggest the endorsement by KITCO of any third party, website, software, product or service.
Publisher will use KITCO Marketing Assets in accordance with these Terms and Conditions and the KITCO Canada Branding Guidelines, a copy of which has been provided to Publisher, as shall be amended by KITCO from time to time. Publisher shall use the following attribution: “KITCO is a registered trademark of KITCO Inc., used with permission.”
Publisher acknowledges that KITCO or its affiliates or subsidiaries is the sole and unfettered owner of all right, title and interest in KITCO IP and the goodwill associated therewith and that KITCO or its affiliates or subsidiaries shall retain sole and exclusive ownership of all intellectual property rights associated with KITCO IP. Publisher agrees that it will do nothing inconsistent with such ownership, ability to receive registration, validity or enforceability of any intellectual property right belonging to KITCO or its affiliates or subsidiaries and that, except as it relates to the above-noted Purpose, all use of KITCO IP by Publisher shall inure to the benefit of and be on behalf of KITCO or its affiliates or subsidiary companies. Publisher agrees further that nothing in this Agreement shall be construed as granting to Publisher any right, title or interest in KITCO IP, other than the right to use KITCO IP in accordance with the Purpose specified in this Agreement. Publisher agrees that it will not attack KITCO’s ownership of and title to KITCO IP or attack the validity of KITCO IP or this Agreement. Publisher shall not sub-license the rights to use KITCO IP to a third party without prior written consent from KITCO.
Publisher shall exercise care and control over the quality and Publisher's use of KITCO IP to a degree necessary to maintain the validity of KITCO IP and to protect the goodwill associated therewith. All media advertising, printed material and electronic documents in which KITCO IP is used must be submitted for review and approval by KITCO in advance, provided that KITCO shall not be entitled to require amendments to any portions of the Publisher's sales and marketing materials which are not affected by the KITCO IP.
Publisher hereby agrees that it will not use KITCO IP in any manner that may be deemed in any way to disparage, defame, or discredit KITCO or its name.
Prohibited Web Site Content. Web sites that: i) promote sexually explicit materials; ii) promote or contain violent activities or sexually explicit subjects; iii) promote or contain discriminatory or defamatory content based on race, sex, religion, nationality, disability, sexual identity, local culture or age; iv) promote or contain illegal or criminal activities, including bomb/weapon making; v) promote or contain bias toward or against any political party or candidate; vi) promote or contain drug, alcohol or substance abuse; vii) promote or contain animal abuse; viii) promote or contain portrayals of dangerous scenes which can be easily imitated by children or teenagers; ix) incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law; x) are otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to KITCO in KITCO's sole discretion.
KITCO and Publisher both represent and warrant that each of them has the right and authority to enter into this Agreement and to grant all of the rights granted herein; and that the use contemplated herein of KITCO IP will not violate or infringe upon the rights of any third parties.
Termination. Notwithstanding this Section 6, this Agreement may be terminated by KITCO immediately at any time and for any reason including if Publisher has failed to observe any of the material terms or conditions of this Agreement and: (i) such failure cannot be cured; or (ii) such failure can be cured and Publisher has not cured it within ten (10) days of notice. The rights under licence granted to Publisher herein shall automatically terminate upon the earlier of termination or expiration of this Agreement and Publisher shall (i) cease to use, display, advertise or to represent in any way that it has any interest in or associated with KITCO IP, or any combination thereof with any other words; and (ii) remove all representations, depictions or displays of KITCO IP, whether alone or in combination with any other word, provided that it shall not be required to retrieve documents or items with KITCO IP once such documents or items are already pre-printed, published or released into the market. In addition, the Publisher agrees to cease using KITCO IP, in whole or in part, and comply with the terms of this provision upon request by KITCO at any time during the term of this license.
LIABILITY. YOUR ACCESS TO AND USE OF THE KITCO MARKETING ASSETS IS AT YOUR OWN RISK. THE KITCO MARKETING ASSETS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF OR RELATED TO ACCURACY, ACCESSIBILITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, PERFORMANCE OR DURABILITY, ALL OF WHICH ARE DISCLAIMED BY KITCO TO THE FULLEST EXTENT PERMITTED BY LAW.
KITCO DOES NOT REPRESENT THAT THE AWIN PUBLISHER NETWORK OR THE KITCO MARKETING ASSETS CONTAINED ON THE AWIN PUBLISHER NETWORK WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE AWIN PUBLISHER NETWORK OR KITCO MARKETING MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
KITCO AND ITS RESPECTIVE EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS OR SIMILAR DAMAGES, OR DAMAGES RESULTING FROM ANY (1) ERRORS OR OMISSIONS IN CONTENT, (2) UNAUTHORIZED ACCESS TO OR USE OF THE AWIN PUBLISHER NETWORK, KITCO MARKETING ASSETS AND/OR YOUR ACCOUNT AND/OR ANY AND ALL PERSONAL INFORMATION AND OR FINANCIAL INFORMATION STORED THEREIN, (3) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE AWIN PUBLISHER NETWORK, OR (4) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE AWIN PUBLISHER NETWORK OR KITCO MARKETING ASSETS BY ANY THIRD PARTY. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE LEGAL THEORY GIVING RISE TO THE DAMAGES (INCLUDING CLAIMS FOR NEGLIGENCE OR GROSS NEGLIGENCE), AND EVEN IF KITCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Your Indemnity: You hereby agree to defend, indemnify and hold harmless KITCO and its respective officers, directors, employees, affiliates, successors and assigns from and against any claim or loss arising out of or relating to: (i) breach of applicable laws, including but not limited to Applicable Privacy Laws; (ii) any misrepresentations by you; (iii) KITCO Marketing Assets which have been changed, modified, adapted or otherwise altered by you; (iv) KITCO Marketing Assets that have been published other than in accordance with KITCO’s designs or instructions; (v) use of the KITCO Marketing Assets on websites or with other products as a combination not furnished or approved by KITCO, (vi) any breach or default by you of any of you obligations under these Terms and Conditions, and (vii) any matter arising out of or in connection with the non-performance of any of your obligations under these Terms and Conditions.
Confidentiality. You will: (i) hold the Confidential Information disclosed by KITCO in confidence; (ii) not disclose such Confidential Information to any person or persons; and (iii) not use such Confidential Information for any purpose except as intended by these Terms and Conditions. You shall protect and prevent the unauthorized use, dissemination, or publication of the Confidential Information disclosed by KITCO by using the same degree of care You would use in protecting Your own confidential information. Upon termination or expiry of these Terms and Conditions, You shall immediately cease all use of the Confidential Information and return or destroy all Confidential Information that is then in Your possession or control, and will remove all applicable digital representations from all electronic storage media. For the purposes of this Agreement, "Confidential Information" of KITCO includes any and all proprietary or confidential data, KITCO Marketing Assets, trade secrets, business information, personal information, know-how, patent, copyright, process, technique, program, design, formula, ideas, concepts and other information of any kind whatsoever that KITCO discloses, in writing, orally, visually or in any other medium, to You or to which You obtain access in connection with or as a result of agreeing to these Terms and Conditions or performing obligations pursuant to these Terms and Conditions and that relates to KITCO or its Affiliates.
General Provisions. The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Terms and Conditions shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. Any delay, omission or failure by KITCO to exercise its rights, powers or remedies under these Terms and Conditions shall not constitute a waiver by KITCO of those rights, powers or remedies. These Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice of law or conflict of law terms or provisions that would cause the application of any other jurisdiction’s laws. The parties hereby consent to exclusive jurisdiction and venue of the courts located in Ontario in any action relating to these Terms and Conditions or the use of the KITCO Marketing Assets. You may not assign these Terms and Conditions or assign any rights or delegate any obligations under these Terms and Conditions. These Terms and Conditions do not replace and are in addition to any other agreement you may have with KITCO. Subject to any other agreement you have entered into with us, these Terms and Conditions and any KITCO Brand Guidelines and marketing directions/instructions constitute the entire agreement between us concerning the use of the Website, including the Content, and supersede any and all prior or contemporaneous terms of purchase, communications and proposals, whether electronic, oral or written, between you and KITCO with respect to the KITCO Marketing Assets. Any attempt to modify or alter these Terms and Conditions will be deemed null and void, unless first approved by KITCO in writing.
Additional Policies (if applicable) [Separate Tab on AWIN site for KITCO T&Cs per UK template]
Our Pay Per Click (“PPC”) Policy, if applicable:
Although PPC affiliates are welcome to apply to the program, KITCO operates a closed PPC policy and any such approved affiliates would need to adhere to the following terms (in addition to the KITCO Publisher Network Terms and Conditions):
Affiliates are requested to not direct traffic directly to any KITCO brand website, other than: [Kitco to add link]No KITCO or associated brand terms are permitted to appear in your Display URL, Title or description. This includes upper and lower case terms
Affiliates shall not purchase any domains that include any variation or misspell of the KITCO brand terms.
Affiliates are not allowed to display their ads when KITCO or variations of KITCO, including misspellings, are entered as search keywords. No brand bidding at all is allowed and where possible brand terms should be added as negative matches
Unless permission has been given by KITCO, affiliates should avoid bidding on brand name + generic terms - this includes brand + voucher.
KITCO reserves the right to suspend any affiliates from the programme immediately and without notice if they are found to be in breach of the above terms and conditions. If you are not sure about what you can and cannot do, please contact the program’s account manager prior to undertaking any activity.
Our Voucher Policy:
Social Media Affiliates are permitted to promote KITCO through social media.
Sub-network affiliates are permitted on the KITCO program however this must be disclosed to the Account Manager during application.
Email Affiliates who wish to promote KITCO via email must have the written permission of KITCO or the Account Manager in accordance with section 1(d) of the Terms and Conditions before any such activity is conducted, and must be in compliance with applicable laws, including Applicable Privacy Laws, as set out in section 1(c) of the Terms and Conditions .
Affiliates promoting KITCO offers must adhere to the copy provided in the weekly communications email sent out to all affiliates by the KITCO Awin affiliate team. This copy has been signed off by the KITCO legal team and must not be altered. Affiliates promoting incorrect or altered offers could be at risk of suspension or having commissions reversed.
All booked tenancy/exposure placements require approval from the KITCO affiliate team prior to go live. Please submit a preview of the placement to Daniel Morello [Email: dmorello@kitco.com] and the team will be able to review and approve.
