Thank you for considering HOLOS’ affiliate program (the “Program”). Our affiliates are very important to us. This agreement is designed with you in mind, as well as to protect you, HOLOS, and our customers. Please read thoroughly. If you have any questions, please contact us at charles@liveholos.com.Affiliate AgreementThis agreement describes the terms and conditions for participation in the Program. In this agreement, the term “Affiliate” refers to you (the applicant). In this agreement, “HOLOS” refers to Holos Foods Inc., with whom you are entering this agreement. By applying to the Program, you are confirming that you have read the agreement and agree to the terms and conditions.Affiliate shall only use the materials that are provided by HOLOS exclusively through the Program, such materials include, but are not limited to, logos, images, trademarks and products (the “Materials”). Affiliate assumes all responsibility for verifying that the use of the Materials meet HOLOS’ approval.Usage and ObligationsAffiliate is permitted to use HOLOS’ brand, trademark and marketing resources available via ShareASale. The Materials cannot be modified. Affiliate does not gain any trademark, copyright, or any other rights to these Materials. Affiliate shall: (i) only use the images of HOLOS’ trademarks that have been made available to them, without altering them in any way; (ii) only use HOLOS’ trademarks in connection with this agreement; and (iii) immediately comply if HOLOS requests that such use be discontinued. Affiliate shall not: (i) represent themselves, HOLOS, or their relationship with HOLOS in a false or misleading way; (ii) use HOLOS’ trademarks in a misleading or disparaging way; (iii) use HOLOS’ trademarks in a way that implies HOLOS endorses, sponsors, or approves your services or products; or (iv) use HOLOS’ trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.Affiliate will never bid for advertisements that compete with HOLOS.Affiliate agrees that all posts, social media statuses, tweets, and/or comments that they post and/or share or have posted and/or shared will be or have been in good taste and free of inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation or age.Affiliate will not engage in the distribution of an unsolicited bulk email (spam) mentioning or referencing HOLOS.Affiliate will not engage in direct linking.The Affiliate may only use coupons and promotional codes that are provided by HOLOS exclusively through the affiliate program.ConfidentialityDuring the course of the Program, Affiliate will receive and have access to information of a confidential nature. Affiliate acknowledges and agrees that such information is an asset of HOLOS, is of a confidential nature and, to preserve the goodwill of HOLOS, must be kept strictly confidential and used only in the performance of Affiliate’s duties under this agreement. Affiliate agrees that they will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of HOLOS or as otherwise directed by HOLOS in the course of Affiliate’s performance of the services under this agreement, and thereafter only with the written permission of HOLOS. Upon termination of this agreement or upon the request of HOLOS, Affiliate will return to HOLOS all the confidential information, and all copies or reproductions thereof, which are in Affiliate’s possession or control.Proprietary PropertyAll right, title and interest in all of the results and proceeds of the work produced by Affiliate in the course of the Program regardless of the form or media in or on which it is stored (the “Proprietary Property”), belongs to HOLOS, and you have no rights in any such Proprietary Property. Affiliate hereby grants to HOLOS the right to use, post, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Proprietary Property created, produced or edited by Affiliate as part of the Program, for any purpose.Disclosure and Compliance RequirementsMaterial disclosures and compliance with the Competition Act and the Consumer Protection Act (Quebec). When publishing posts/statuses about HOLOS’ products, Affiliate must clearly disclose their “material connection” with HOLOS, including the fact that they were given any consideration, were provided with certain experiences or are being paid for a particular service. The above disclosure should be clear and prominent and made in close proximity to any statements that Affiliate makes about HOLOS or its products. Please note that this disclosure is required regardless of any space limitations of the medium (e.g. Twitter), where the disclosure can be made via Hashtags (e.g. #affiliatemarketing). Affiliate’s statements should always reflect their honest and truthful opinions and actual experiences. Affiliate should only make factual statements about HOLOS or its products which they know for certain are true and can be verified. During the course of the Program, Affiliate must fully comply with the Competition Act and the Consumer Protection Act (Quebec).Governing LawThis Agreement shall be governed, construed, and enforced in accordance with the laws of the Province of Quebec, without regard to its conflict of laws rules.ArbitrationAll claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the Province of Quebec. An award of arbitration may be confirmed in a court of competent jurisdiction.ModificationsHOLOS may modify any of the terms and conditions within this agreement at any time and at our sole discretion. These modifications may include but are not limited to changes in the scope of available commissions, commission schedules, payment procedures, and Program rules.
