This agreement determines the terms and
conditions for participation in the Eastwood Affiliate Program.
By signing
up to be an affiliate in Eastwood Affiliate Program (the “Program”) you agree
to be bound by the following terms and conditions (the “Terms”). Please ensure
that you read them carefully before signing up.
I.
DEFINITIONS
a)
“EBMC”, the “Company,” “we”, “us, and “our” refers to
Eastwood Bio-Medical Canada Inc., and any company that directly or indirectly
controls, is controlled by, or is under common control with Eastwood
Bio-Medical Canada Inc.
b)
“You” and “your” refers to the Affiliate (including your
Sub-Affiliates).
c)
“Website” refers to www.eleotinyouandme.com and the pages
therein.
d)
“Material” refers to all websites, affiliated websites,
search media profiles, banner ads, e-mails and e-mail distribution lists,
advertising keywords and key phrases, copy, other creative materials, and other
online advertising vehicles used by you or your Sub-affiliates.
II.
Acceptance
of Application and Termination
a.
To begin
the enrollment process, you must activate the Program by provide your legal
full name, a valid email address, and any other information requested in order
to complete the sign up process for an Affiliate account (“account”)
b.
You must be 18 years of age
or older to join this Program.
c.
Each account is for use by
either a single legal entity (e.g. a company or a partnership) or an individual
user. We do not permit you to share your user name and password with any other
person nor with multiple users on a network. Responsibility for the security of
any user names and passwords issued (including those of any Invitees) rests
with you.
d.
You may
not use the Program for any illegal or unauthorized purpose. You must not, in
the use of the Program, violate any laws in your jurisdiction (including but
not limited to copyright laws).
e.
We may
reject your application if we determine, in good faith, that your web site is unsuitable
for the Program for any reason, including, but not limited to, if your site
incorporates images or content that is in any way unlawful, defamatory,
obscene, harmful, threatening, harassing or racially, ethnically of otherwise
objectionable, such as sites that facilitate illegal activity or promote
violence or promote or assist others in promoting copyright, trademark or other
intellectual property rights infringement (collectively “Content
Restrictions”).
III.
Right to
Change Terms
We
reserve the right to update and change the Terms from time to time without
notice. Any amendments, modifications, enhancements or changes to the Program
including the release of new features and resources made available by us from
time to time shall be subject to these Terms. Continued use of the Program
after any such changes shall constitute your consent to such changes. You can
review the most current version of the Terms at any time
IV.
Payment
a.
For a sale of a product to be eligible
to earn a commission, the customer must click-through a link from your site,
email, or other communications to eleotinyouandme.com and sign up within 30 days
of the initial click-through. If they fail to sign up within those 30 days and
later return without following your link, you will not earn a commission.
b.
We will only pay referral fees on links
that are automatically tracked and reported by our systems. For our systems to
track the referral, the visitor must have cookies enabled. We will not pay
referral fees if someone says they signed up through you but it was not tracked
by our system.
c.
The commission will be credited to your
Affiliate account once the customer makes payment in full.
d. Customer
payments refunded or payments charged-back due to credit card fraud do not qualify
for commissions. We may delay crediting of commissions subject to risk analysis
considerations and Anti-Money Laundering procedures.
e.
The commission structure is subject to
change at our discretion.
f.
We reserve the right to disqualify
referral fees earned through fraudulent, illegal, or overly aggressive,
questionable sales or marketing methods.
g.
All commissions are exclusive of all
taxes, charges, levies, assessments and other fees of any kind imposed on your
involvement in this Agreement and shall be the responsibility of, and payable
by you.
h.
We reserve the right to check and
change commissions on the basis of orders actually paid, the notification
e-mail is not understood as a confirmed commission - this is only a
notification, and every payment will be verified based on real transactions.
V.
Relationship
of parties
a.
Independent
contractor status:
i. You and we are independent contractors,
and nothing in this Agreement will create any partnership, joint venture,
agency, franchise, sales representative, or employment relationship between the
parties.
ii. You will have no authority to make or
accept any offers or representations on our behalf.
iii. You will not make any statement,
whether on your site or otherwise, that reasonably would contradict anything in
this Agreement.
b.
Disclaimer of
relationship
i. You will be open and honest about your
relationship to us: You may not misrepresent or embellish the relationship
between you and EBMC or imply any relationship or affiliation between you and EBMC
or any other person or entity except as expressly permitted by this affiliate
Agreement.
ii. You may not represent yourself as an
agent or employee of EBMC or represent that you have the authority to bind EBMC
to a contract.
c.
For employees who are
also Affiliates: You will make it clear you
are a Udemy employee when promoting EBMC as an affiliate. As an EBMC employee,
You agree to clearly state in all promotional posts or
promotions containing EBMC affiliate links your employee and affiliate
relationship with EBMC via a disclaimer.
VI.
Restricted/Forbidden
Activities
a.
Links.
Upon
acceptance into our Program, links will be made available to you. By applying
to the Affiliate Program, you agree to and abide by the following:
i. You will only use
linking code provided without manipulation provided, however, that you may
shorten the exact linking code through URL shortening services.
ii. You will not use
your affiliate link on any domain except those listed in your Affiliate profile.
iii. Your material will
not in any way copy, resemble, or mirror the look and feel of our website.
iv. You will not use
any means to create the impression that your Material is our website or any
part of our website, including, without limitation, framing our website in any
manner.
v. You may not use cookie stuffing
techniques or click-generators that set the tracking cookie without the user
actually clicking on the Referral Link. You will not artificially generate
clicks or impressions on your site or create visits on the EBMC site, whether
by way of a robot or software program or otherwise.
vi. You will not use
redirects to bounce a click off of a domain from which the click did not
originate.
b.
Email campaigns
You may not use our name or graphics in
any bulk email whatsoever unless we have given our advanced written consent. We
may terminate the Agreement if any meaningful spam complaints naming us or our
services result from your marketing activities.
c.
Press Releases
i. You may not issue any press release with respect to this Agreement
or your participation in the Program; such action may result in your
termination from the Program.
ii. In addition, you may not in any manner misrepresent or embellish the
relationship between us and you, say you develop our Services, say you are part
of EBMC or express or imply any relationship between us and you or any other
person or entity, except as expressly permitted by this Agreement.
d. Use of Company information and material
i. You will not use our company name or variations of our company name
in your Domain Names or Social Media pages: you may not register or
purchase domain names that include our company’s name or any misspellings or
variations of Our company name to run promotions as an affiliate. Additionally,
you may not include our Company name, variations of our company name, or the
look and feel of our own social media pages on any social media pages (i.e.
Facebook Fan Page) where you run promotions as an affiliate.
ii. You will not mimic our media and content: Publishers must make
sure that his or her media does not copy or resemble the look and feel of the EBMC
website or create the impression that your media is part of our company's
website. You also understand that using the language found on our pages
verbatim is not allowed unless it is to describe the content found on any given
course landing page.
iii. You will not use spyware, malware, virus and the like: You may
not include on your site, display, or otherwise use referral links or other
Content that uses any spyware, malware, or virus, or any software application
not expressly and knowingly authorized by users prior to being downloaded or
installed on their computer or other electronic device.
e.
You will be mindful of who
You do business with: You may not use marketing practices that attract
fake customers. We, in our sole discretion, will make the determination whether
someone is a fake customer.
f.
If
you violate any of the foregoing, we may void, refuse to pay, and/or
retroactively reverse, and you forfeit any rights to (including but not limited
to any entitlement to receive) any commissions paid or payable to you.
VII.
Coupon
guideline
If
you are enrolled in our Affiliate Program and your Material promotes coupon
codes, special offers, or special pricing, you must adhere to the following
coupon guidelines:
a.
You may only advertise coupon codes, special offers, or
special pricing that are made available to you through the Affiliate Program.
b.
Posting, publishing, or sharing information about how to
work around the requirements of a coupon, special offer, or special pricing will
result in your removal from the Affiliate Program.
c.
You may not modify any coupon.
d.
You may NOT use any technology that covers up the coupon
offer, special offer, or special pricing, or which requires any user to click
the coupon to reveal the code(s).
e.
You may not advertise any coupon code, special offer, or
special pricing that you did not obtain from our Affiliate Program, including
coupon codes, special offer, or special pricing from marketing emails, paid
search, or any other non-Affiliate advertising campaigns, unless the coupon
code, special offer, or special pricing are also provided in our Affiliate
Program.
f.
You may not give the appearance that any ongoing EBMC
coupon code, special offer, or special pricing requires clicking from your
website to redeem the offer.
g.
You must not mislead customers into clicking on an offer
or coupon that does not exist or engage in similarly deceptive tactics that are
generally known as “cookie stuffing” or “forced clicks.” These include, but are
not limited to:
i. Using knowingly
expired offers or presenting offers that do not exist or are not Affiliate
Program offers.
ii. Making claims that
a user must first click on a link to activate or receive an offer.
iii. Presenting a
button that claims to show all offers and which sets the Affiliate cookie in
the background.
iv. Technology that
generates a click or sets the Affiliate cookie from the action of copying a
coupon code or through a pop-under.
v. Claiming or
otherwise representing that any coupon, offer, or pricing is exclusive to, or
exclusively available from, you.
VIII.
Sub-Affiliate
Networks
a.
You may promote EBMC through a sub-affiliate network
provided, however, that you are transparent regarding where traffic from your
sub-affiliate(s) originated. You must ensure that all sub-affiliates promoting
Stripe’s Affiliate Program adhere to these Terms. Sub-affiliate networks must
receive our written approval prior to allowing any type of coupon sub-affiliate
to promote the Affiliate Program.
b.
You are responsible for the acts or omissions of any
sub-affiliate promoting Stripe on your behalf as though such acts or omissions
were performed directly by you. Failure to comply with these sub-affiliate
network terms may result in your suspension from the Affiliate Program,
termination of this Agreement, and/or forfeiture of commissions relating to
Submitted Applications made through any sub-affiliate that does not comply with
these Terms.
c.
You will ensure your
sub-affiliates follow all of Our terms: You have the right to work with a
sub-affiliate network so long as your sub-affiliates follow Our Affiliate
Terms. You understand that You are responsible for Your sub-affiliate’s
compliance with these terms and that non-compliance by any of Your
sub-affiliates may result in the termination of Your affiliate account.
IX.
Disclaimer
You hereby acknowledge that EBMC makes
no claims that have been evaluated
by the Food and Drug Administration. No EBMC product is intended to diagnose,
treat, cure, or prevent any disease.
X.
Dispute Resolution
All disputes, controversy or
claims arising out of or in connection with or in relation to the contract,
including any question regarding its existence, validity or termination, shall
be submitted to and be subject to the exclusive jurisdiction of the courts of
the Province of British Columbia (including the Supreme Court of Canada) and
construed solely in accordance with the laws of British Columbia and the laws
of Canada applicable therein. The
parties irrevocably submit to the jurisdiction of such courts to finally
adjudicate or determine any suit, action or proceedings arising out of or in
connection with this Agreement.
XI.
Assignment
Neither this Agreement nor any
of the rights or duties of the Affiliate shall be assigned, transferred or
conveyed by the Affiliate, by operation of law or otherwise, nor shall this
Agreement or any rights of the Affiliate enure to the benefit of any trustee in
bankruptcy, receiver, creditor, trustee or successor of the Affiliate’s
business or of its property, whether by operation of law or otherwise, or to a purchaser of all of the
shares of the Affiliate or to a purchaser of the entire business or substantially all of the
assets of the Affiliate, without the prior written consent of EBMC.
XII.
Conformity
with Local Laws
a.
The rights and obligations
of the parties under this Agreement shall be subject to all applicable laws,
orders, regulations, directions, restrictions and limitations of the
governments having jurisdiction of the parties. In the event, however, that any
law, order, regulation, direction, restriction or limitation, expropriation,
seizure or interpretation thereof shall in the judgment of either party
substantially alter the relationship between the parties under this Agreement,
or the advantages derived from such relationship, either party may request the
other party to modify this Agreement, and if, within sixty days subsequent to
making such request, the parties are unable to agree upon a mutually satisfactory
modification of this Agreement, then the adversely affected party may terminate
this Agreement on thirty days’ notice given to the other party.
b.
Any provision or provisions
of this Agreement which in any way contravene the law of any province, state or
country in which this Agreement is effective, shall in such province, state or
country, to the extent of such contravention of law, be deemed severable and
shall not affect any other provision or provisions of this Agreement.
c.
The parties shall each at its
own expense in its own countries, take such steps as may be required to satisfy
the laws and requirements of the respective countries with respect to
declaring, recording, or otherwise rendering this Agreement valid.
XIII.
Severability
a.
The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity or
enforceability of any other provision.
XIV.
Language
a.
Upon execution, this
Agreement may be translated into the other official language of the Territory
provided, however, that in the event of any diversion between the English
version and any other version, the English version shall prevail.
XV.
Extended
Meanings
a.
Words importing the
singular number include the plural and vice versa and words importing gender
include all genders.
XVI.
Interpretation
not Affected by Headings
a.
The division of this
Agreement into paragraphs and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement.
XVII.
Entire
Agreement
a.
This Agreement constitutes
the entire agreement of all the parties with respect to the subject-matter
hereof and, except as stated in this Agreement and in the instruments and
documents to be executed and delivered pursuant to it, contains all of the
representations, undertakings and agreements of all parties respecting the
subject-matter. There are no representations, undertakings or agreements of any
kind between all the parties respecting the subject-matter hereof except those
contained in this Agreement.
b.
In the event a provision
contained with a term in the body of this Agreement, the term contained in the
body of this Agreement shall take precedence.
