AFFILIATE AGREEMENT

THIS AGREEMENT among Organizing Connection Inc., an incorporated body under and by virtue of the laws of New Brunswick, Canada (the “Corporation“) and the “Affiliate“.

NOW THEREFORE this agreement witnesses that for and in consideration of the respective covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:

1.    Enrolment in the Affiliate Program. To begin the enrolment process, the Affiliate must complete the Affiliate Program application via the e-junkie website. The Corporation may revoke the Affiliate application if the Corporation determines, in its sole discretion, that the Affiliate site is unsuitable for the program. Unsuitable web sites include sites that:

    • Promote violence
    • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
    • Promote unlawful activities
    • Promote the use of bulk e-mail or “Spam”
    • Promote the use of multi-level marketing (MLM)
    • Contain content that is threatening, defamatory, fraudulent, obscene or harassing
    • Violate intellectual property rights

In the event that the Corporation revoke the Affiliate application, the Affiliate may reapply to the Affiliate program provided the proposed Affiliate updates, removes and or amends its content as may be required by the Corporation.

  • 2. Listing Product on the Affiliate Site. The Affiliate will link to the sales section of the web site of the Corporation, but the Corporation reserves the right to expand the Affiliate’s ability to link to additional pages on the Corporation’s web site. The Affiliate will be allowed to place a short description, review or reference to products listed on the Corporation’s web site as well as other products developed and sold by the Corporation. Using a specially formatted link with a unique Affiliate ID, the Affiliate will link to the Corporation’s site.
  • 3. Order Processing. The Corporation will be responsible for processing every order placed by a customer who utilizes the special link from the Affiliate sponsoring web site to the Corporation’s web site. Those responsibilities include order forms, payment processing, shipping, cancellations, returns and related customer service. The Corporation’s rules, operating procedures and policies regarding customer orders and accounts apply to orders the Corporation receives through the special link from the Affiliate sponsoring web site. The Corporation reserves the right to reject any order for any reason, including any order that does not comply with the Corporation’s rules, operating procedures and policies or that violates applicable law.
  • 4. Tracking of Sales. The Corporation will track sales made to customers who use the unique Affiliate ID from the Affiliate sponsoring web site. The Corporation tracks sales through the use of e-junkie special link. The Affiliate will be responsible for ensuring that the Affiliate special link includes the Affiliate ID and is formatted properly, a necessary prerequisite for the Corporation to track such sales. The Corporation shall make available, and the Affiliate shall establish, a personalized username and password in order for the Affiliate to access the Corporation’s affiliate resource and marketing centre which resource and marketing centre shall provide account profiles, custom reports and summaries with respect to the Affiliate’s referrals, sales and earned commissions. The Corporation shall not be responsible for any errors made by the Affiliate or the customers of the Affiliate which result in any loss of any tracking information contained in the special link. The Corporation does not have any obligation or liability to pay referral fees for purchases made from which cookies are not reasonably traceable by the Corporation. To protect the Corporation’s customers’ privacy, the names or other personal information about specific customers will not be provided to the Affiliate.

  • 5. The Corporation Policy Applies to All Orders. Every customer who buys a product through this program is deemed to be a customer of the Corporation. The Affiliate does not have the authority to make or accept any offer of purchase on the Corporation’s behalf. All of the Corporation’s policies regarding customer orders, including product availability, pricing and problem resolution, will apply to these customers. The Corporation is not responsible for any representations the Affiliate makes which conflict with the Corporation’s policies.

  • 6. Product Pricing. The Corporation will follow the Corporation’s pricing policies to determine the price of all products sold on the Corporation web site. Product prices may vary from time to time, including price increases and special discounts offered on products that may already be listed by Affiliate. Product price changes are subject to change without notice.

  • 7. Referral Fees. The Corporation will pay Affiliate an amount equal to 40 % of the total purchase price of all sales initiated as a direct referral using the appropriate special link, including the unique Affiliate ID from the sponsoring web site. Net product sales are gross product sales less returns and charge-backs. Gross product sales are revenue generated from all items for sale from the Corporation’s web site, including third-party products, CDs and manuals, but not including shipping, handling and sales taxes. The referral fees only apply to the portion of revenues attributable to the Corporation. The Affiliate must link directly to the Corporation web site and receive commissions on any products sold from the Corporation during that session provided the Affiliate uses the unique the Affiliate ID and the correct special link.
  • 8. Referral Fee Payment. Subject always to the provisions of paragraph 29 below, The Corporation shall deliver to the Affiliate payment for all referral fees within 15 days of the end of each calendar month and shall make available to the Affiliate a statement of product sale activity in accordance with the provisions of paragraph 4 above.

  • 9. Returns and Cancellations. If a referral fee product is later returned by a customer, its referral fee will be deducted from the next monthly payment sent to the Affiliate. If there is no next monthly payment, the Affiliate will be billed for this amount which is owed to the Corporation.

  • 10. Responsibility for the Affiliate Site. The Affiliate will be solely responsible for the development, operation and maintenance of the Affiliate site and for all materials that appear on the Affiliate site. For example, the Affiliate will be solely responsible for: the technical operation of the Affiliate site and all related equipment creating and posting product descriptions on the Affiliate site and linking those descriptions to the Corporation Web site the accuracy and appropriateness of materials posted on the Affiliate site (including, among other things, all product related materials) ensuring that materials posted on the Affiliate site (except for the required logo under section 13, below) do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights) ensuring that materials posted on the Affiliate site are not libellous or otherwise illegal.
  • 11. Video. The Corporation agrees that it may, from time to time, deliver video trailers for display on the Affiliate’s web site which video trailers shall relate to any one or more of the Corporation’s products and or services. The Affiliate agrees that it shall cause all video trailers to be displayed and made available for view by potential consumers and shall remove all any one or more trailers from its web site when advised to do so by the Corporation in writing. *You cannot create and use video trailers to promote the Corporation that are not approved by the Corporation.

  • 12. Indemnity. The Affiliate will indemnify and hold the Corporation harmless from all claims, damages and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance and contents of the Affiliate site.
  • 13. Logo Display. The Affiliate agrees to display the Corporation’s logo on the sponsoring site homepage or other prominent location.

  • 14. Linking to the Corporation. Using a specially formatted link, which includes a unique Affiliate ID that the Corporation will provide to the Affiliate, the Affiliate will provide a special link to the Corporation’s website. The Affiliate may add or delete links from the Affiliate sponsoring web site at any time without the Corporation’s approval.
  • 15. The Affiliate Can Add or Remove Links at Any Time. The Affiliate may select and link to additional pages, or remove such links, at any time and without the Corporation’s prior approval. However, the Affiliate must use the correct special link format with the unique Affiliate ID in order to receive proper credit for the Affiliate referrals.
  • 16. Limited License. The Corporation grants to the Affiliate a non-exclusive, revocable right to use its logo solely for the purpose of identifying the Affiliate site as a program participant. The Affiliate may not modify the logo or any of the Corporation’s images in any way. The Corporation reserves all rights in the logo, any other images, trade names, trademarks and copyrights and all other intellectual property rights. The Corporation may revoke the Affiliate license at any time by giving the Affiliate written notice. The Affiliate may not use such logo or any other image in such a way that would harm the Corporation’s image. Upon cancellation or termination of this agreement, the Affiliate agrees to cease all use of such logos and other images.
  • 17. Restrictions on Personal Use. This program is intended for commercial use only, i.e., paying referral fees for products sold to third parties who follow a special link from the Affiliate sponsoring web site. Participants who use this program to purchase products for their own use are in violation of the agreement. The Corporation may, in its sole discretion, terminate this agreement and/or withhold payment of referral fees if the Corporation finds that such personal use has occurred.
  • 18. Web Site Service Interruption. Although the Corporation will make every effort to keep its web site operational, certain technical difficulties may, from time to time, result in temporary service interruptions. The parties hereto agree that the Corporation shall not, under any circumstances whatsoever, be liable or responsible for any loss and/or damages suffered by the Affiliate as a result of any service interruption.
  • 19. Term of the Agreement. The Affiliate shall only receive referral fee payments for orders that are properly placed during the term of this agreement which term shall begin on the date that the Corporation notifies the Affiliate that the Affiliate has been pre-approved as a program participant and shall end when cancelled or terminated by either party as provided in Section 21 below. Unless otherwise cancelled or terminated, the agreement will be for one (1) year and renewed quarterly. Referral fees earned through the date of cancellation or termination of this agreement will remain payable only if the products are not returned or cancelled from their orders. Payment of the final referral fee payment to the Affiliate may be withheld for a reasonable time in order to ensure that the correct amount is paid.

  • 20. Modifications. The Corporation may modify any of the terms and conditions contained in this agreement, at any time and in the Corporation’s sole discretion, by posting a change notice or a new agreement on the Corporation’s site. If any modification is unacceptable to the Affiliate, the Affiliate’s only recourse is to terminate this agreement. The Affiliate’s continued participation in the program following the Corporation’s posting of a change notice or new agreement on the Corporation’s site will constitute binding acceptance of the change.
  • 21. Effect of Termination. Upon termination or expiration of this agreement, the Affiliate shall have no right or license to use the Corporation’s trademarks, copyrights, etc. in any manner. The Corporation shall have no obligation to pay the Affiliate any fees or charges, for services or products purchased after the expiration or termination of this agreement for any reason. All provisions of this agreement which by their nature are intended to service the expiration or termination of this agreement shall survive and remain in full force and effect.

  • 22. Cancellation of This Agreement. Either party may choose to cancel or terminate this agreement at any time and for any reason by written notice of cancellation or termination to the other.
  • 23. Privacy. The Corporation will not disclose to any third party the personal information provided by the Affiliate without the express written provision of the Affiliate.
  • 24. Service and Support. The Corporation will provide support and service which service and support is more particularly described on the website of the Corporation.
  • 25. Contact via E-Mail. The parties hereto agree that the Corporation shall have the right to deliver e-mail correspondence to you for the purpose of informing you of applicable changes or additions to the Corporation’s services, and/or products.
  • 26. Non-Exclusivity. The parties hereto acknowledge that the Corporation may enter into similar affiliate agreements with affiliates including affiliates which are competitive to or with the Affiliate.
  • 27. Endorsement. The Affiliate hereby confirms and acknowledges that inclusion of the Affiliate’s website link on the Corporation’s website is in no way an endorsement or acceptance of responsibility by the Corporation of the Affiliate’s products and/or services.
  • 28. SPAM. The Affiliate shall not deliver bulk e-mail or SPAM. Breach of this section 28 shall result in immediate termination of this agreement.
  • 29. Inactive Accounts. Provided that the Affiliate account balance is less than $25.00, Affiliate accounts which are inactive for a period of six (6) months or greater shall be removed from the Corporation’s affiliate program. If an abandoned Affiliate account has a balance of greater than $25.00 but less than $50.00, a fee of $25.00 per month shall be charged to the Affiliate and withdrawn from the Affiliate account until such time as the account balance is reduced to zero and closed.
  • 30. Warranty Disclaimer. The Corporation makes no warranties, representations or conditions with regard to the program or any products sold thereunder, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade.
  • 31. Limitation of Damages. The Corporation shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or the program, even if the Corporation were advised of the possibility of such damages. Further, the Corporation’s aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total referral fees paid or payable to the Affiliate under this agreement.
  • 32. Independent Contractors. The Affiliate is an independent contractor of the Corporation and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship.
  • 33. Governing Law. This agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be exclusively governed by, the laws of the Province of New Brunswick and the federal laws of Canada applicable therein, and each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of such province without reference to and excluding all conflicts of laws provisions.
  • 34. Headings. The titles and headings of the various sections and paragraphs in this agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this agreement.
  • 35. Assignment. The Affiliate may not assign this agreement, by operation of law or otherwise, without the Corporation’s prior written consent.
  • 36. Waiver. The Corporation’s failure to enforce the Affiliates strict performance of any provision of this agreement will not constitute a waiver of the Corporation’s right to subsequently enforce such provision or any other provision of this agreement.

  • 37. Independent Investigation. The Affiliate has independently evaluated the desirability of participating in the program and is not relying on any representation, guarantee, or statement other than as set forth in this agreement.
  • 38. Severability. If any provision of this agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.

  • 39. Notices. Any demand, notice or other communication to be made or given hereunder shall be in writing and may be made or given by personal delivery, by registered mail or by electronic means of communication, addressed to the recipient as follows:

in the case of the Corporation to:

Organizing Connection Inc.

122 Alexander Avenue
Moncton  NB  E1E 4N5

Facsimile: (506) 384-8246

Email: info@organizingconnection.com

Attention: Ms. Kim Eagles

  • 40. Acknowledgement and Acceptance of the Terms. By submitting this application, the Affiliate acknowledges that the Affiliate has read and reviewed this agreement in its entirety and agrees to all its terms and conditions.