Affiliate Program Terms of Use

 

Definitions

“Agreement” means (i) all the terms and conditions set out in this document, (ii) the terms and conditions of the Commission Structures applicable to the different products and brands, (iii) the General Terms and Conditions (iv) the Privacy Policy, and (v) any other rules and/or guidelines of the Company and/or Websites made known to the Affiliate from time to time.

“Affiliate” means you, the person or entity, who applies to participate in the Affiliate Program.

“Affiliate Application” means the application below whereby the Affiliate applies to participate in the Affiliate Program.

“Affiliate Program” means the collaboration between the Company and the Affiliate whereby the Affiliate will promote the Company’s website and create the Links from the Affiliate Website(s) to the Company’s website and thereby be paid a commission as defined under this Agreement depending on the traffic generated to the website subject to the terms and conditions of this Agreement and to the applicable product-specific Commission Structure.

“Affiliate Website(s)” means one or more websites on the Internet which are maintained and operated by the Affiliate.

“Company Website” refers to the website with domain name dogwoodbotanical.com.

“Commission” means the percentage of the Net Revenue as set out in the Commission Structures for each particular product.

“Commission Structures” means the commission structures or any specific commission structure expressly agreed between the Company and the Affiliate.

“Company” means Todd Caldecott, owner of the Dogwood School of Botanical Medicine, 4776 West 7th Ave, Vancouver B.C. V6T 1C6 Canada.

“Confidential Information” means any information of commercial or essential value for any of the Parties such as, but without limitation, financial reports and condition, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Customers, other customers and users of the Company Website, technology, marketing plans and manners of operation.

“General Terms and Conditions” means the general terms and conditions applying to your account and dealings with Affiliate Program as set out in this document.

“Intellectual Property Rights” means any copyrights, patents, trademarks, service marks, inventions, domain names, brands, business names, utility brands, rights in computer software, source codes, rights in databases and know-how, design rights, Confidential Information, registrations of the aforesaid and/or any other rights in the nature of the aforesaid.

“Links” means Internet hyperlinks from the Affiliate Website(s) to the Company Website.

“Net Revenue” means all monies received by the Company from New Customers in relation to educational products purchased from the Company Website, including Inside Ayurveda, the Food As Medicine Online Learning Program, and Phytomedica. For the avoidance of doubt, all amounts referred to above are only in relation amounts generated from New Customers referred to the Company Website by the Affiliate Website(s).

“New Customer” means a new first time customer of the Company having purchased one of the educational products offered by the the Company website in accordance with the applicable terms and conditions of the Company Website’, but excluding the Affiliate, its employees, relatives and/or friends.

“Parties” means the Company and the Affiliate (each a “Party”).

“Privacy Policy” means the Company’s privacy policy which can be found here.

 

1.0 Introduction

1.1 The Company is responsible for providing educational services and products on the Company Website to New Customers.

1.2 The Affiliate maintains and operates the Affiliate Website(s).

1.3 This Agreement sets out the general terms and conditions of the Affiliate Program and is entered into between the Company and the Affiliate.

1.4 By completing and accepting the Affiliate Application the Affiliate accepts, and agrees to abide by, all the terms and conditions of the Agreement.

1.5 This Agreement shall be binding on the Affiliate once the Affiliate Application has been submitted but shall not be binding or enter into effect in relation to the Company until the Company approves the Affiliate Application.

 

2.0 Acceptance of Affiliate

The Company shall evaluate the Affiliate Application hereby submitted and shall notify the Affiliate in writing (email) whether the Affiliate Application is accepted or not. The Company reserves the right to refuse any registration in its sole and absolute discretion.

 

3.0 Qualifying Conditions

The Affiliate hereby represents and warrants that:

  • (a) it has, and will retain throughout the term of this Agreement, title and authority to enter into this Agreement, to grant the rights and perform all its obligations in this Agreement;
  • (b) it has obtained and will maintain in force all necessary registrations, authorizations, consents and licenses necessary to fulfill its obligations under this Agreement; and
  • (c) it fully understands and accepts the terms and conditions of this Agreement.

 

4.0 Responsibilities and Obligations of the Company

4.1 The Company shall provide the Affiliate with all information and marketing material necessary for the implementation of the Links.

4.2 The Company shall administrate the turnover generated via the Links, record the net revenues and the total amount of commission earned via the Links, provide the Affiliate with commission statistics, and handle all customer services related to the business of the Company. A unique tracking identification code will be assigned to all referred customers. The Company shall make available to the Affiliate tools allowing the Affiliate to monitor the Commission and the payments of the said Commission into the Affiliate account using an online monitoring system at a secure web site.

4.3 The Company shall pay the Affiliate its compensation depending on the traffic generated subject to the terms and conditions of this Agreement.

4.4. The Company shall provide to the Affiliate sufficient information. The Company declares and the Affiliate acknowledges and accepts that the Affiliate Program is operated by a group company which is responsible for compliance with all regulation or legislation applicable to the operation of the Affiliate Program. The Company declares and the Affiliate acknowledges and accepts that neither the Company nor any group company shall be liable for any losses or damages, howsoever caused, resulting from any change in government regulatory policies or legislation that may preclude or put any restriction on the operation of any part of the Affiliate Program.

4.5. The Affiliate Program shall be provided in any form and to any extent that group company operating the Affiliate Program deems appropriate.

4.6. In case of any breach by the Affiliate of any of the terms and conditions of this Agreement, in addition to other remedies available to the Company at law and under this Agreement, the Company shall have the right to terminate this Agreement by a notice given to the Affiliate. Unless the breach by the Affiliate is serious and/or irreparable (which will be determined by the Company in its sole discretion), before the termination the Company shall allow the Affiliate a period of time not less than 10 days to give to the Affiliate the possibility to correct the matter and overcome the failure.

4.7. This Agreement does not impose any exclusivity obligation on the Company. Neither the Company nor any other group company shall be liable in any way whatsoever for engaging in any arrangement competing with the Affiliate.

4.7. Unless explicitly stated in this Agreement, the Company does not make any warranty or representation of any kind.

 

5.0 Company’s Rights to refuse or close accounts and applicants

5.1 The Company may refuse any applicant New Customer or close a New Customer’s account if it in sole opinion of the Company is necessary to comply with the Company’s policy and/or to protect the interest of the Company.

5.2. If the Affiliate is in breach of this Agreement the Company may besides closing the Affiliate’s account take any other steps at law to protect its interest.

 

6.0 Responsibilities and Obligations of the Affiliate

6.1 The Affiliate hereby warrants and undertakes:

  • (a) to use its best efforts to actively and effectively advertise, market and promote the Company Website as widely as possible in order to maximize the benefit to the Parties and that it will abide with the guidelines of the Company as may be forwarded from time to time and/or accessible online;
  • (b) to market and refer potential players to the Company Website at its own risk, cost and expense. The Affiliate will be solely responsible for the distribution, content, legality and manners of its marketing activities. All of the Affiliate’s marketing activities must be professional, proper and lawful under applicable laws and regulations and in accordance with this Agreement;
  • (c) to use only links provided within the scope of the Affiliate Program; and
  • (d) to be responsible for the development, the operation, and the maintenance of the Affiliate Website(s) as well as for all material appearing on the Affiliate Website(s).

6.2 The Affiliate hereby undertakes, represents and warrants that:

  • (a) it will not perform any act, and that the Affiliate Website(s) neither does nor will contain any material, which is libelous, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials;
  • (b) it will not actively target any person who is under the legal age of consent in their respective jurisdiction;
  • (c) it will not actively target any jurisdiction where the Company’s educational services and products may be illegal;
  • (d) that it will not generate traffic to the Company Website by illegal or fraudulent activity, particularly but not limited to by:
    • (i) sending spam;
    • (ii) registering as a player or make deposits directly or indirectly to any player account through his tracker(s) for its own personal use and/or the use of its relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the commission payable or to otherwise defraud the Company. Violation of this provision shall be deemed to be fraud; and
    • (iii) that it will not present the Affiliate Website(s) in such a way that it might evoke any risk of confusion with the Company Website and/or the Company or convey the impression that the Affiliate Website(s) is partly or fully originated with/from the Company Website and/or the Company.

6.3 The Company reserves the right to freeze the Affiliates account and/or deduct money from the Affiliate if any traffic is deemed to have been referred through fraudulent means or results from a breach of the terms and conditions of the Agreement.

6.4 The Affiliate takes responsibility to safeguard his/her personal login details;

  • (a) You are responsible for safeguarding your login details. You must contact us immediately if you suspect illegal use of your login details or if you believe that the security of your account is at risk;
  • (b) Any actions which take place in your account as a result of you failing to safeguard your login details will be deemed to be your responsibility. You are personally responsible for all damage suffered by company. The company shall not be liable for any loss or damage arising from you failing to safeguard your login details;
  • (c) While we take all reasonable precautions to ensure the security of the site and to protect your personal data, the nature of online systems means that it is not possible to completely guarantee security. In the event of the site being subject to a criminal attack, we will not be liable for any unauthorized access to your data or any loss which may arise.

 

7.0 Payment

7.1 The Company agrees to pay the Affiliate a Commission on the sale of educational products and services offered by the Company.

7.2 The Commission is calculated at the end of each month and payments shall be made on a monthly basis in arrears, not later than the 10th of the following calendar month, provided that the amount due exceeds $50 (the “Minimum Threshold”). If the balance due is less than the Minimum Threshold, it shall be accumulated and carried over to the following month and shall be payable when the total Commissions collectively exceeds the Minimum Threshold.

7.3 Payment of Commissions shall be made through the Paypal account that is linked to the Affiliate’s account on the Company’s website. If an error is made in the calculation of the Commission, the Company reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.

7.4 The Affiliate’s acceptance of the payment of the Commission shall be deemed to constitute the full and final settlement of the balance due for the relevant period.

7.5 If the Affiliate disagrees with the balance due as reported, it shall notify the Company within fifteen (15) days and state the reasons of the disagreement. Failure to notify the Company within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment of the balance due for the period indicated.

7.6 The Company may in its sole discretion withhold the payment of any balance to the Affiliate for up to one hundred-and-eighty (180) days if the Company needs to investigate and verify that the relevant transactions comply with the provisions of the Agreement.

7.7 No payment shall be due if the Company has reasons to believe that the traffic generated by the Affiliate is illegal or is in breach of any of the provisions of the Agreement.

7.8 The Affiliate agrees to return all Commissions received based on fraudulent or falsified transactions and indemnify the Company for all costs and losses incurred in relation to such transactions (including, but without limitation, legal fees and costs).

7.9 The Company reserves the right to set limits for a minimum level of activity on Affiliate’s accounts. Such minimum activity levels will be continuously reviewed and the Company reserves the right to terminate any agreement not reaching the limit. Such limit shall not be unreasonably high and reflect the intention of avoiding accounts where the revenue does not cover the Company’s internal costs for maintaining the account and the payout procedure.

7.10 The Affiliate may, at the sole discretion of the Company, be provided with the opportunity to restructure its commission. However, and for the avoidance of doubt, only one type of commission structure for the same product may be applied at the same time. Therefore, once an Affiliate accepts the Company’s offer to apply a new commission structure, different to the standard Commission Structure detailed in this Agreement, the Affiliate hereby agrees and understands that the new proposed commission structure shall replace his existing commission structure in its entirety. Notwithstanding the above, the Affiliate’s obligations assumed under this Agreement will still continue to apply to the Affiliate even if a new commission structure is applicable.

7.11 The Affiliate shall have the sole responsibility to pay any and all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity as a result of the compensation generated under this Agreement. The Company shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by the Affiliate and the Affiliate shall indemnify the Company in that regard.

 

8.0 Affiliate Website(s) and the Links

8.1 The Affiliate expressly acknowledges and agrees that the use of the Internet and the Affiliate Program is at the Affiliate’s own risk. The Company makes no guarantee in relation to the accessibility of the Company’s websites at any particular time or any particular location. The Company shall in no event be liable to the Affiliate or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of, the Company’s websites or the Affiliate Program.

8.2 During the term of this Agreement, the Links shall be prominently displayed on the Affiliate Website(s) in accordance with what is agreed between the Company and the Affiliate.

8.3 The Company has the right to monitor the Affiliate Website(s) in order to ensure the Affiliate’s compliance with the terms and conditions of this Agreement and the Affiliate shall provide the Company with all data reasonably requested in order to perform such monitoring.

8.4 The Affiliate shall not register or purchase domain names, keywords, search terms or other identifiers for use in advertising or search or referral services which are similar or identical with the Company’s intellectual property, which include the words “Dogwood”, “Inside Ayurveda”, “Food As Medicine”, “Phytomedica”, or variations thereof.

8.5 The Affiliate shall not take any action which could cause any confusion as to the Company’s or company’s websites relationship with the Affiliate and the Affiliate Website(s).

8.6 The Affiliate shall at all times comply with the required rules and reglations for the protection of digital privacy, including the Personal Information Protection and Electronic Documents Act (“PIPEDA”) of 2001 (Canada), the Electronic Communications Privacy Act of 1986 (United States), the Privacy and Electronic Communications (EC Directive) Regulations of 2003 (United Kingdom), and any other similar legislation as applicable in the Affiliate’s jurisdiction.

 

9.0 Termination

9.1 This Agreement may be terminated by either Party by giving thirty (30) days written (by email) notice to the other Party.

9.2 The Parties hereby agree that on termination of this Agreement:

  • (a) the Affiliate must remove all references to the company’s websites from the Affiliate Website(s) and communications, irrespective of whether the communications are commercial or otherwise;
  • (b) all rights granted to the Affiliate under this Agreement shall immediately terminate and the Affiliate shall cease the use of any and all trademarks, service marks, logos and other designations vested in the Company and the Company Website;
  • (c) the Affiliate will only be entitled to such Commission that is earned but unpaid as of the effective termination date of this Agreement; however provided that the Company may withhold the Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. The Affiliate will not be eligible to earn or receive Commissions after the effective termination date;
  • (d) if this Agreement is terminated by the Company due to the Affiliate’s breach of any terms and conditions of this Agreement, the Company shall be entitled to withhold the Affiliate’s earned but unpaid Commissions as of the termination date as collateral for any claim arising from such breach;
  • (e) the Affiliate must return to the Company any and all Confidential Information (and all copies and derivations thereof) in the Affiliate’s possession, custody and control; and
  • (f) the Affiliate will release the Company from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach in relation to Confidential Information even if the breach arises at a time following the termination of this Agreement.

 

10.0 Liabilities and Indemnification

10.1 The Company shall not be liable (in contract, tort, for breach of statutory duty or in any other way) for:

  • (a) any economic losses, including but without limitation, loss of profits, revenues, business, contracts or anticipated savings);
  • (b) any indirect or consequential losses; or
  • (c) any loss of goodwill or reputation.

10.2 The Affiliate agrees to defend, indemnify and hold the Company and its group companies/affiliates, successors, officers, employees, agents, directors, shareholders and attorneys, free and harmless from and against any and all claims and liabilities, including reasonable legal and expert fees, related to or arising from:

  • a) any breach of Affiliate’s representations, warranties or obligations under this Agreement;
  • b) Affiliate’s use (or misuse) of the marketing material and the Company’s Intellectual Property Rights;
  • c) all conduct and activities occurring under Affiliate’s user ID and password;
  • d) any defamatory, libelous or illegal material contained on the Affiliate Website(s) or Affiliate’s information and data;
  • e) any claim or contention that the Affiliate Website(s) or the Affiliate’s information and data infringes any third party’s patent, copyright, trademark, or other intellectual property rights or violates any third party’s rights of privacy or publicity;
  • f) third party access or use of the Affiliate Website(s) or the Affiliate’s information and data;
  • f) any claim related to Affiliate Website(s) or the Links; and
  • g) any violation of this Agreement or any applicable laws.
  • h) any breach of promotional spend rules and policies of game network providers. It is the obligation of the Affiliate to know and abide by such rules at all times. In case the Affiliate does not have access to such rules, the Affiliate has the obligation to request such information from the Company.

10.3 The Company and its group companies reserves the rights to participate, at its own expense, in the defense of any matter or claim in relation to the above.

 

11.0 Force Majeure

Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force majeure event subsists for a period exceeding thirty (30) days then either Party may terminate this Agreement with immediate effect by providing a written notice.

 

12.0 Confidentiality

12.1 All confidential Information must not be used for own commercial or other purposes or shared to any person or third party neither direct nor indirectly without the prior explicit and written consent of the Company.

12.2 The Affiliate shall not to use the Confidential Information for any purpose other than the performance of its obligations under this Agreement.

12.3 This clause 12 shall survive the termination of this Agreement.

 

13.0 Intellectual Property

13.1 Nothing contained in this Agreement will grant either Party any right, title to or interest in the Intellectual Property Rights of the other Party. For the avoidance of doubt, nothing in this Agreement shall constitute any license, assignment, transfer or any other right to any Intellectual Property Rights.

13.2 All Intellectual Property Rights created and/or deriving from this Agreement, (including, but without limitation, advertising materials, databases and personal data) shall be and become the sole property of the Company without any rights to the Affiliate.

13.3 At no time during or after the term of this Agreement, no Party will attempt, challenge, assist or allow others to challenge or to register or attempt to register the Intellectual Property Rights or any rights similar to the Intellectual Property Rights of the other Party or of any group companies of the other Party.

 

14.0 Relationship of the Parties

Nothing contained in this Agreement, nor any action taken by any Party to this Agreement, shall be deemed to constitute either Party (or any of such Party’s employees, agents, or representatives) as an employee, agent or legal representative of the other Party, nor to create any partnership, joint venture, association or syndication among or between the Parties, nor to confer on either Party any express or implied right, power or authority to enter into any agreement, commitment or to impose any obligation on behalf of the other Party.

 

15.0 Miscellaneous

15.1 In case of any discrepancy between the meanings of the English version of this Agreement and any non-English translation of this Agreement, the English version shall prevail.

15.2 Should one of the contractual provisions in this Agreement be or become invalid or unenforceable, such provision will be replaced by one which shall come as close as possible to the commercial purpose of the void provision. All other provisions of this Agreement shall continue in full force and effect.

15.3 No waiver in relation to this Agreement will be implied from conduct or failure to enforce any rights and all waivers must be in writing to be effective.

15.4 Any notice given or made under this Agreement to the Company shall be sent by email to and marked for the attention of the Affiliate Manager of the Company’s Website unless otherwise notified by the Company. The Company shall send all notices by email to the email address supplied by the Affiliate in the Affiliate Application.

15.5 The Affiliate may not assign this Agreement or any rights hereunder, by operation of law or otherwise, without the prior written consent of the Company. The Company may assign this Agreement and all its rights hereunder to any group company or third party.

15.6 The Company’s failure to enforce the Affiliate’s adherence to all terms outlined in the Agreement shall not be construed to constitute a waiver of the right to enforce such right.

 

16.0 Amendments to this Agreement

The Company reserves the right to, at any time and at its sole discretion, with or without giving any prior notice to the Affiliate, amend, alter, delete or add any of the provisions of this Agreement. If applicable, a written notice of the amendments will be sent to the Affiliate’s registered email address and such notice will be deemed to be served once sent by the Company. The Affiliate’s continuing participation in the Affiliate Program after any amendments or modifications have been made public will be deemed as the Affiliate’s acceptance of the new terms and conditions.

 

17.0 Governing Law & Jurisdictions

The validity, construction and performance of this Agreement and any claim, dispute or matter arising under or in connection to this Agreement or its enforceability shall be governed and construed in accordance with the laws of Canada. Each Party irrevocably submits to the Canadian Commercial Arbitration Centre, Canada, over any claim, dispute or matter under or in connection with this Agreement and/or its enforceability. Any fees associated with the cost of arbitration shall be borne equally between the Parties.

 

Any inquires regarding the affiliate program can be directed to the affiliate program manager.