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ParetoLogic Affiliate Agreement

This ParetoLogic Affiliate Agreement (the "Agreement") is between ParetoLogic Inc. ("ParetoLogic") and you ("You" or "Your").

IMPORTANT NOTIFICATION: YOUR APPOINTMENT TO THE PARETOLOGIC AFFILIATE PROGRAM ("AFFILIATE PROGRAM") IS CONDITIONAL UPON YOU AGREEING TO THE TERMS AND CONDITIONS SET OUT BELOW ("THIS AGREEMENT").

AS A PARTICIPANT IN THE AFFILIATE PROGRAM, AND AS A SALES AFFILIATE OF PARETOLOGIC’S SOFTWARE, YOU AGREE TO ABIDE BY THE FOLLOWING TERMS AND CONDITIONS.

1. Affiliate Program

The ParetoLogic Affiliate Program appoints persons as authorised affiliates ("Affiliates") to promote ParetoLogic’s Software products ("Software").

Your appointment as an Affiliate is not automatic and must be approved by ParetoLogic. ParetoLogic may either approve or reject your application to be an Affiliate at its sole discretion.

As an Affiliate, You will promote, market or otherwise advertise (“Promote" or a "Promotion") ParetoLogic products via online or offline channels for the purpose of earning a percentage of the sale price of any Product sold as a result of such Promotion ("Commissions").

2. Affiliate Obligations

As an Affiliate, You acknowledge, represent and warrant that You:

  1. Agree to only promote the products in English and other languages as offered and supported by ParetoLogic or as otherwise approved in writing by ParetoLogic. All content must be written in English language or the applicable languages that are offered and supported by ParetoLogic;
  2. Agree that all materials presented on your website(s) or in any email or other marketing communications sent by You to promote the Software, represents ParetoLogic and the Software in a professional, accurate and positive manner;
  3. Agree to provide your own original website copy, images and navigation to promote ParetoLogic software on your website(s) or in any email or other marketing communications and not directly copy the ParetoLogic website(s) except with the express written permission of ParetoLogic;
  4. Agree to ensure that Your website(s) is regularly maintained with up to date and relevant information and that any direct marketing communications used to promote ParetoLogic or its Software contain up to date information;
  5. Agree to include information on how an end-user can access information regarding Your Privacy Policy in English language or other languages as offered and supported by ParetoLogic;
  6. Agree that You will not promote, suggest, or imply any warranty or other policy that may conflict with ParetoLogic’s sales and or return policy;
  7. Agree that Your promotions of the product(s) will not involve unlicensed or unauthorized use of materials that may infringe on any copyright, trademark, or any other intellectual property rights of a third party;
  8. Agree that Your promotions of the product(s) will not be false or misleading in any way and shall be in compliance with applicable laws and regulations;
  9. Agree that no promotional messages will be displayed in any third party newsgroups, message boards, blogs, chatrooms or guestbooks, or any community-based website, or personal entry page that prohibits the promotion of third party products or services through affiliate links;
  10. Agree that Your promotions of the product(s) shall not include any terms and conditions that may conflict with ParetoLogic’s terms and conditions which shall include without limitation, promising customer rebates, discount coupons, tickets, or vouchers in connection with their purchase of the product(s) through ParetoLogic unless otherwise authorized and approved by ParetoLogic in writing. You acknowledge and agree that ParetoLogic is not obligated nor financially responsible for any customer rebates, discounts, coupons, tickets, or vouchers offered by You or any third party affiliate in connection with any end user incentives to purchase the product(s) available through ParetoLogic;
  11. Agree that Your promotions of the products(s) will not include any material that contains viruses, spyware, adware, or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, or telecommunications equipment;
  12. Agree that Your promotions of the product(s) will not include any programs designed to send unsolicited advertisements, or any programs designed to harvest or collect the personal information of Internet users without the express consent of such users;
  13. Understand that You and Your promotions of the product(s) are subject to review at any time and agree that ParetoLogic may demand changes to Your product promotions, delivery pages, customer support information, or other related items if ParetoLogic deems in its sole discretion that such changes are required in order for You to comply with the terms and conditions of this Agreement;
  14. Understand that You and Your promotion of the product(s) are subject to review at any time, and failure to comply with any of these terms and conditions will constitute termination of Your rights to promote the products under this Agreement; and,
  15. Agree to provide ParetoLogic with current, active and working email addresses, your full name (forename and surname), physical street address, and telephone number(s) related to Your account to promote the product(s) and agree to respond to any communications sent from ParetoLogic to You within twenty-four (24) hours. You agree that ParetoLogic may send communications to you, from time to time, at the email or physical address as they consider reasonably necessary;
  16. Agree that Your website is not associated with or contain any illegal activity including without limitation deceptive or misleading advertising or piracy;
  17. Agree that Your website does not contain any mechanisms that could be downloaded on to an end users computer without their knowledge or prior consent.

3. Communication of Promotions

In Your efforts in promoting the product(s) offered by ParetoLogic, if You send or cause to be sent any messages to be delivered by electronic means (including without limitation electronic mail or other electronic communication methods) whether directly or indirectly, You agree to the following:

  1. No promotional messages will be sent to any individual who has not explicitly requested or agreed to receive any communications specifically from You or Your company;
  2. No promotional messages will be sent to any individual who has explicitly requested to not receive any further communications from You or Your company;
  3. Any and all promotional communications shall be in full compliance with applicable local laws and regulations governing the promotion and advertising or products via commercial electronic mail or other similar means of electronic messaging (ex: CAN-SPAM Act 2003);
  4. No electronic promotional messages will include any fraudulent, deceptive, false or misleading information regarding Your identity, ParetoLogic, the promotion, the intent of the communication, subject matter, message headers, or the origin of the message;
  5. Any and all promotional messages must include complete, valid, and accurate message headers indicating the origin of the promotional message;
  6. No promotional messages will be delivered in conjunction with the use of any techniques designed to resist being closed by the end users, such as windows that reappear or generate new windows to appear;
  7. No promotional messages will be delivered via means that exploit documented or undocumented security vulnerabilities on any client or server machine;
  8. Any and all promotional messages delivered via electronic email will include clear, valid, and conspicuously displayed "From", "Subject", "Removal" or "Opt-Out" information and a current, valid return email address that enables the recipient of the promotional message to submit a request to no longer receive any further promotional messages from You or Your company. You agree that the return email address will be functional and continue to receive any requests from recipients to no longer receive any further promotional messages from You or Your company for a period no less than thirty (30) days from the date that the promotional message was delivered;
  9. No promotional messages will be sent where ParetoLogic’s name appears in the "From" or "Subject" line of any email promotional transmission, unless otherwise authorized by ParetoLogic;
  10. No promotional messages will be sent to any email addresses that were obtained through the following means; a) automated means from an Internet web site or proprietary online service operated by another third party; b) generation of possible email addresses by combining names, letters, or numbers into numerous permutations; or c) email addresses obtained by spyware, viruses, or other means of bypassing system security or invading consumer privacy;
  11. No promotional messages will be sent from, or made to appear to be sent from, any address that was obtained via the use of scripts or other automated means to register for multiple electronic mail accounts or online user accounts used to transmit unsolicited or misleading email messages;
  12. No promotional messages will be sent, relayed, or transmitted by a protected computer or network that was accessed without proper authorization;
  13. Any and all promotional messages delivered via electronic mail must include Your physical address, which cannot be a Post Office Box address;
  14. You must indicate whether You use any incentive traffic and only offer incentives to end users to respond to any applicable ads that have otherwise been prior approved by or with the permission of ParetoLogic and/or the applicable third party advertiser.
  15. You agree to comply with all promotional terms and conditions as provided by ParetoLogic and as amended from time to time; and
  16. You agree that Your promotional messages will not infringe on any copyright, trademark, or any other third party intellectual property rights.

4. Use of ParetoLogic Intellectual Property

ParetoLogic hereby grants you a licence to make use of the ParetoLogic name and logo on your website(s) which relate to the Software and in any marketing materials or communications for the Software. The ParetoLogic name and logo may only be used on your website and in such marketing materials in accordance with the instructions of ParetoLogic as may be specified by ParetoLogic from time to time. Such licence will terminate upon the termination of your appointment as an Affiliate.

You acknowledge and agree that your appointment as an Affiliate in no way grants you intellectual property rights or other rights in the Software, other than the right to re-sell the Software as granted by this Agreement.

5. Payments

ParetoLogic Inc. makes use of a third party billing engine(s) which handles, among other things, the online sale of Software and the payment of commissions to its Affiliates. You cannot participate in the Affiliate Program without using the third party billing engine software. You will need to register with such third party to make use of the billing engine software. Through the billing engine software, you will be able to view the number of successful Software sales you have referred to ParetoLogic together with any commission payable to you. In order to use the third party billing engine software, you will be required to agree to the third party's relevant terms and conditions regarding use.

6. Termination

This agreement and your participation in the Affiliate Program will commence from your appointment as an Affiliate of ParetoLogic and may be terminated by ParetoLogic at any time with or without notice to you. Failure to abide with these terms and conditions may result in the immediate termination of you appointment as an Affiliate.

Upon termination, you shall remove all trade marks, logos or artwork of ParetoLogic from your website, and any reference or link from your website to ParetoLogic, the Software or other products owned or marketed by ParetoLogic and/or the ParetoLogic website(s) You must also cease any other marketing communications or programs which make reference to your affiliation with ParetoLogic or which include any ParetoLogic, artwork or trademarks.

Your obligations under sections 2, 3, 4 and 5 below shall survive the termination of your appointment as an Affiliate.

7. Independent Contractors

The relationship between the ParetoLogic and You hereunder is that of independent contractors and nothing herein will be deemed to create a joint venture, partnership or agency relationship between the parties for any purpose.

8. Representation and Warranties

We make no warranties in relation to the Affiliate Program or any Software, including warranties as to the performance or fitness for purpose of the Software (other than we are entitled to grant to you the rights set out in these terms and conditions); and you will not under any circumstances have any cause of action against, or right to claim or recover from us for or in respect of any loss, damage or injury (including without limitation any loss of profit, indirect or consequential loss, damage or injury) arising from your membership in the Affiliate Program and the promotion of ParetoLogic Software or any breach of these terms and conditions; and:

  1. You are not authorized to make any warranty or representation on behalf of ParetoLogic for any purpose.
  2. You do not have the power or authority to obligate or attempt to obligate ParetoLogic in any manner whatsoever.
  3. You shall not represent to any person that You are the agent of ParetoLogic, and immediately correct any misunderstanding as to Your status.

9. Limitation of Liability

In no event shall ParetoLogic, to the maximum extent permitted by law, be liable to You (in contract, tort (including negligence) or otherwise) for any indirect, special or consequential loss or damage, interruption of business (including without limitation system outages, server downtime, and affiliate/merchant link errors), or for any loss of profit, goodwill, business reputation or loss of opportunity arising out of or in relation to this Agreement or the performance or non- performance of it even if the possibility of such loss had been brought to Your attention. The maximum extent of either party’s liability to the other, whether in contract, tort (including negligence) or howsoever arising under or in relation to this Agreement or the performance or non-performance of a party’s obligation under this Agreement shall be limited to $500 USD.

10. Indemnification

You agree to indemnify and hold harmless ParetoLogic from and against any damages and costs suffered by ParetoLogic in connection with any claims, actions, proceedings, or demands brought by parties arising out of or relating to Your actions under this Agreement including without limitation, the promotion, marketing and advertising, and sales of the product(s).

11. Governing Law

This Agreement shall be governed exclusively by the laws by the Province of British Columbia and the laws of Canada applicable therein, excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods. You agree that any claim or suit against ParetoLogic arising out of or related to this Agreement must be brought non-exclusively in the Courts of the Victoria, British Columbia, and any competent Courts of Appeal there from.

12. Amendment Waiver

No provision of this Agreement shall be deemed waived, amended or modified by You, unless such waiver, amendment or modification is in writing and signed by ParetoLogic. The failure of a ParetoLogic to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by You of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of ParetoLogic to enforce each and every such provision thereafter.

ParetoLogic reserves the right to modify the terms and conditions of this Agreement at any time without notice to You. ParetoLogic will promptly post any changes to these terms and conditions on its web site and it is Your responsibility to periodically review this Agreement for any changes to ensure that You understand and are in full compliance of these terms and conditions.

13. Assignment

ParetoLogic is entitled to assign this Agreement without Your consent or notice to You, provided that the party to whom this Agreement is assigned agrees to acknowledge Your rights under this Agreement.

14. Confidentiality

You agree to keep confidential and refrain from disclosing information that ParetoLogic in its sole discretion deems to be of confidential nature including without limitation commission rates, email addresses, and service fees. Your obligation to protect any confidential information does not apply to any information which You can establish to have been publicly known through no action on Your part, is disclosed upon prior written authorization of ParetoLogic, or is required to be disclosed by law, or to a competent court, government or regulatory body having the right to same, provided that the ParetoLogic is notified immediately of such required disclosure and given the opportunity to seek a protective order.

15. Severability

If any provision of this Agreement is unenforceable or invalid for any reason whatever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such provision shall be severable from the remainder of this Agreement.

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