NOGU AFFILIATE PROGRAM AGREEMENT
This Affiliate Program Agreement ("Agreement") is made and entered into by and between 1762448 Ontario Inc. dba NOGU ("Merchant"), a corporation organized and existing under the laws of Ontario, Canada, with its principal office located at 1 Toffee Court and the undersigned ("Affiliate"). This Agreement details the terms and conditions for enrollment and participation in the NOGU Affiliate Program ("Program").
1. Introduction
This Agreement outlines the terms under which the Affiliate shall promote NOGU's products. This partnership is designed to facilitate mutual benefit through which the Affiliate can generate revenue by promoting NOGU's products to their audience.
2. Definitions
For this Agreement, the following terms are defined as follows:
"Affiliate": An independent party approved to promote the Merchant's products.
"Merchant": Ontario Inc. dba NOGU.
"Commission": Monetary compensation paid to the Affiliate, based on a percentage of sales made.
"Products": Tangible goods and services available for sale on the Merchant’s website.
"Link": A digital tracking tool used to record Affiliate-referred sales.
3. Enrollment
Affiliate must apply to join the Program by completing an application on the ShareASale affiliate network website. Applications will be reviewed, and acceptance will be at the sole discretion of the Merchant based on criteria such as compatibility, potential to generate sales, historical feedback, market location and overall marketing strategy. Affiliates must comply with any and all legal requirements, such as data privacy and marketing laws, and must not engage in any activity that would bring the Merchant into disrepute.
4. Affiliate Rights and Obligations
4.1 Promotion: The Affiliate agrees to use ethical and legal methods for promoting the Products, including digital marketing, social media, blogs, content creation, video blogs, email marketing, and other online channels that comply with the Merchant's guidelines.
4.2 Compliance: Affiliates must adhere to all applicable laws and regulations in their promotional activities, including but not limited to advertising standards, consumer protection laws, and privacy regulations.
4.3 Prohibited Practices: Affiliates are prohibited from engaging in spamming, misleading advertising, or making false claims about the Products. Violation of this clause will result in immediate termination from the Program and forfeiture of all outstanding commissions.
4.4 Anti-Fraud Measures: Affiliates must not attempt to artificially inflate their referrals or sales. Any fraudulent activities, including the use of bots or fake accounts, will lead to immediate termination and potential legal action.
5. Merchant Rights and Obligations
5.1 Provision of Materials: The Merchant will supply a variety of marketing materials to the Affiliate. These materials are copyrighted and may only be used for the purpose of promoting the Products as outlined in this Agreement.
5.2 Tracking and Reporting: The Merchant will accurately track sales generated through Affiliate links using the ShareASale platform. The Merchant utilizes industry-standard tracking methods to ensure reliability.
6. Commissions
6.1 Commission Rates: Affiliates will receive a commission of 10% on sales generated through their unique tracking links. Please refer to current promotions for variations of this amount.
6.2 Adjustments: Any refunds, cancellations, or chargebacks will be deducted from the Affiliate's commissions. If such adjustments occur after the Affiliate has been paid, the Merchant retains the right to recover such amounts from future commissions or require repayment.
7. Intellectual Property
7.1 Usage Rights: The Affiliate is granted a non-transferable, revocable right to use the Merchant’s trademarks, logos, banners, and other promotional materials solely for promoting the Products under this Agreement.
7.2 Limitations: All intellectual property rights related to the Products and the Merchant's brand remain solely with the Merchant. The Affiliate must not alter any provided materials without express written consent, that can be obtained by email.
8. Confidentiality
8.1 Confidential Information: Affiliates agree to maintain the confidentiality of all proprietary information and sales data provided by the Merchant and not to disclose such information to any third parties during and after the termination of this Agreement.
8.2 Data Protection: Affiliates must comply with applicable data protection laws regarding any personal data received through the Program.
9. Term and Termination
9.1 Term: This Agreement commences on the date of Affiliate’s acceptance into the Program and continues until terminated by either party.
9.2 Termination: Either party may terminate this Agreement at any time, with or without cause, by providing thirty (30) days written notice to the other party. The Merchant reserves the right to terminate the Agreement immediately in the event of a breach by the Affiliate.
9.3 Post-Termination: Upon termination, the Affiliate must cease all use of Merchant’s intellectual property and remove all promotional materials from their channels. Any outstanding and valid commissions owing to the Affiliate will be paid within 30 days of termination, subject to the provisions of Section 6.2.
10. Indemnification
The Affiliate agrees to indemnify, defend, and hold harmless the Merchant, its officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to the Affiliate’s breach of this Agreement, violation of any law or regulation, or infringement of any intellectual property rights.
11. Disclaimers and Limitation of Liability
11.1 Disclaimers: The Merchant makes no express or implied warranties or representations with respect to the Program or any Products sold through the Program, including but not limited to warranties of fitness for a particular purpose, merchantability, or non-infringement.
11.2 Limitation of Liability: In no event shall the Merchant be liable for any indirect, incidental, special, or consequential damages (including, without limitation, loss of revenue or profits) arising out of or in connection with this Agreement or the Affiliate's participation in the Program, even if the Merchant has been advised of the possibility of such damages. The Merchant’s maximum aggregate liability for any claim related to this Agreement shall not exceed the total commissions paid or payable to the Affiliate under this Agreement.
12. Governing Law and Dispute Resolution
12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, without regard to its conflict of laws principles.
12.2 Dispute Resolution: Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration conducted in Toronto, Ontario, in accordance with the rules of the Canadian Arbitration Association. The arbitrator’s decision shall be final and binding, and judgment may be entered thereon in any court of competent jurisdiction.
13. Miscellaneous Provisions
13.1 Amendments: The Merchant may amend this Agreement at any time by posting the revised terms on the Program website with thirty (30) days' notice to the Affiliate. Continued participation in the Program after thirty (30) days will constitute acceptance of the amended terms.
13.2 Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the Program and supersedes all prior agreements or understandings, whether written or oral, relating to the subject matter hereof.
13.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect.
13.4 Waiver: No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
14. Acceptance
By submitting the Affiliate Program application or actively promoting links from the Affiliate Program, the Affiliate acknowledges that they have read, understood, and agree to all terms and conditions outlined in this Agreement.
