Affiliate Program

1.             Definitions

Unless the context requires otherwise, capitalized terms and expressions in these Terms are defined terms and expressions which shall have the following meaning:

(a)            “Account(s)” means any account(s) of or relating to the Affiliate for the software used by the Brand to provide the Affiliate Link(s), the Materials, and data that relates to the Affiliation, including, but not limited to, the accrued Commissions;

(b)            “Affiliate” means any (natural or legal) person who has agreed to, and is therefore bound by, these Terms;

(c)            “Affiliate Link(s)” means (a) unique website Uniform Resource Locator(s) (URL(s)) assigned to the Affiliate by software made available by the Brand directing third parties to the Web Page or (a) specific web page(s) relating to a specific Product for the purpose of tracking third-party purchases made directly as a result of clicking on that/those website URL(s);

(d)            “Affiliation” means the affiliate relationship between the Brand and the Affiliate commenced by the Affiliate agreeing to these Terms and governed by these Terms;

(e)            “Approved Locations” means the Affiliate’s website(s), social media user-generated content, emails, online software application(s), and other locations for which the Affiliate has received prior written approval from the Brand;

(f)             “Brand” means Karnevore Mountain Inc, a Corporation, having its registered business address at 6 Robbie Way, Collingwood, Ontario, L9Y 0X5, Canada, and registered in the Karnevore Mountain Inc. under number 1000651789;

(g)            “Commencement Date” means the date on which the Brand has approved the registration by email after the Affiliate has submitted the Registration Form;

(h)            “Commission(s)” has the meaning ascribed thereto in clause 10.1 of these Terms;

(i)             “Confidential Information” means, in relation to a Party, all information (whether the information is in oral or written form or is recorded in any other medium):

(i)             about or pertaining to the business of that Party, its affiliates, or their respective clients, suppliers, or business associates (including but not limited to information on products, technology, IT operations, intellectual property rights, know-how, financial information, and personal data), which is disclosed to the other Party, its affiliates or their respective personnel or contractors (or personnel of a contractor), or which is acquired by or otherwise comes to the knowledge of the other Party) in connection with the Affiliation;

(ii)            the contents of these Terms;

(iii)           all information identified by a Party as confidential; and

(iv)           all other information of which the other Party knows or should reasonably know to be of a confidential nature;

(j)             “Gross Revenue” means the gross sales price paid for one or more Product(s) by a third party and actually received by the Brand as a direct result of a third party clicking on the Affiliate Link, but not including (if applicable) taxes, including, but not limited to, sales taxes and value-added taxes, late charges, collection costs, and any other payment made to the Brand that is not the purchase price for the Product(s) that is/are purchased;

(k)            “License” has the meaning ascribed thereto in clause 6.3 of these Terms;

(l)             “Materials” means the name “Karnevore Mountain,” the Affiliate Links, and any information and materials, including, but not limited to, trademarks, logos, images, texts, banner advertisements, affiliate links, website links or URLs, hyperlinks, button links, text links, and/or other information or materials of or in relation to the Brand, the Brand explicitly provides to the Affiliate in relation to the Affiliation;

(m)          “Parties” means the Brand and the Affiliate;

(n)            “Party” means either of the Parties;

(o)            “Products” means the products and/or services provided on the Web Page;

(p)            “Terms” means these affiliate terms; and

(q)            “Web Page” means the website page with the website Universal Resource Locator (URL): www.karnevoremountain.com.

2.             Independent contractors

2.1           The Affiliate will act as an independent contractor. The Affiliate has no right to act for or on behalf of the Brand. The Affiliate shall not introduce itself as a subcontractor of the Brand.

2.2           The Parties expressly do not intend to create a joint venture, principal-agent relationship, general or silent partnership, or any partnership exceeding the cooperation envisaged in these Terms. The rights and obligations of the Parties are limited to those expressly set out in these Terms.

2.3           The Parties do not contemplate a sharing of profits relating to their respective services nor co-ownership of a business or property to create a taxable entity under the law of any jurisdiction. Revenue and expenses relating to the Parties’ respective services shall be reported separately by the Parties for tax purposes.

3.             Disclaimers

3.1           The Brand’s website, including, but not limited to, the Web Page, the Products, any other products and services offered on the Brand’s website, the Materials, any special links, link formats, content, the Brand’s intellectual property, and all other materials, data, images, text, and other information provided or used by or on behalf of the Brand in connection with the Affiliation are provided “as is” and “as available”.

3.2           The Brand disclaims any and all representations and warranties of any kind, whether express, implied, statutory, or otherwise, with respect to the Products, including any implied warranties of title, merchantability, fitness for a particular purpose, satisfactory quality, or non-infringement and any warranties arising out of any law, trade usage, course of dealing, custom, or performance.

3.3           The Brand disclaims any and all representations and warranties that the Products will continue to be provided or will be accurate, free of errors or mistakes, or free of harmful components.

3.4           The Brand disclaims any and all representations and warranties toward the Affiliate for:

(a)            any errors, mistakes, inaccuracies, viruses, malicious software, or service interruptions, including power outages or system failures in relation to the Brand’s website or any software used by the Brand in relation to the Affiliation; or

(b)            any deletion, alteration, damage, damage, or loss of, or unauthorized access to, the Affiliate’s website(s), social media user-generated content, emails, online software application(s) or any data, images, text, or other information or content of the Affiliate.

3.5           Any advice or information obtained by the Affiliate from the Brand in relation to the Affiliation are expressions of opinion only and will not create any warranty or guarantee.

4.             No representations regarding income potential

The Brand makes no representations, guarantees, or warranties regarding potential income that may result from the Affiliation and the Brand specifically disclaims any and all warranties relative to earning potential from the affiliate status.

5.             Products

5.1           The Brand provides or procures the provision of each of the Products at the rates provided on the Web Page.

5.2           The Brand may discontinue or change the nature, scope, functions, features, or operation of any Product or the Web Page or change the terms under which the Products are offered at any time at its sole discretion and without notice.

5.3           The Brand is entitled to, at its sole discretion and without notice, increase or decrease the price of any Products and apply discounts to the price of the Products. For the avoidance of doubt, such changes in pricing will affect the Gross Revenue and, therefore, the amount of Commission the Affiliate receives.

5.4           The Affiliate shall cooperate with all reasonable changes that the Brand may implement with respect to the Products, the Web Page, the systems used to provide the Products, the procedures related thereto, and the applicable rates.

6.             Intellectual property & license

Ownership

6.1           Except as expressly provided in these Terms, these Terms do not give the Affiliate any ownership rights, intellectual property rights, license or interest in the Materials or any other intellectual property or know-how.

6.2           Any intellectual property rights to the Materials remain exclusively vested in the Brand, its licensors, or its suppliers. The Affiliate will not be granted any right or title to such Materials other than as explicitly stated in these Terms.

License

6.3           The Brand solely grants the Affiliate a non-exclusive, revocable, non-transferable, non-pledgeable, and non-sublicensable license to use:

(a)            the Brand’s name, personal details, likeness, image, voice, and/or other intellectual property of the Brand; and

(b)            non-exclusive license to use the Materials,

hereinafter referred to as; the “License,” subject to the terms and conditions laid down in these Terms and the applicable mandatory legal provisions.

6.4           For the avoidance of doubt, a “non-exclusive license” grants the licensee the right to use the specified intellectual property but does not prohibit the licensor from licensing the same property to other parties.

Purpose

6.5           The Brand grants the Affiliate the License for use solely for the purpose of promoting the Products and/or the Web Page in compliance with the terms and conditions of these Terms and the instructions provided by the Brand.

Locations

6.6           The License is only applicable to the Approved Locations.

6.7           For the avoidance of doubt, the Affiliate is not permitted to use (any part of) the Recording for paid advertising purposes, including, but not limited to, advertisements on social media or Google, without the prior written approval of the Brand.

Edits & modifications

6.8           The Affiliate may not edit, change, amend, modify, share, distribute, reproduce, publish or otherwise make available the Materials in any way without the prior written approval of the Brand. The Affiliate hereby assigns, and the Brand automatically receives, the intellectual property rights to any and all materials the Affiliate creates using (any part of) the Materials at the moment of creation. For the avoidance of doubt, an “assignment” is the transfer of ownership of specified intellectual property from the original owner (the assignor) to another party (the assignee).

Use of Affiliate’s intellectual property

6.9           The Affiliate provides the Brand a non-revocable, royalty-free, non-exclusive license to use the Affiliate’s figurative mark, logo, personal name and business name and any materials, content and information created and/or provided by the Affiliate in relation to the Affiliation, the Products and/or the Brand in any public communication and any communication purposes with third parties, including, but not limited to, for the purpose of marketing, advertising and promotion.

7.             Affiliate Links

7.1           The Affiliate may place Affiliate Links on the Affiliate’s website(s), social media user-generated content, emails, and online software application(s). Placement of an Affiliate Link on any additional websites, social media platforms, other platforms or other locations requires prior written approval by the Brand.

7.2           The Affiliate consents to the Brand monitoring the website(s), social media platforms and other platforms on which Affiliate Links are used for the purpose of determining the Commissions and the continued compliance with these Terms.

7.3           Each Party consents to the other Party documenting information relative to traffic from the website(s) and/or social media platforms for which hyperlinks are made for internal use only.

8.             Communication with third parties

8.1           The Brand may provide the Affiliate instructions and specifications in writing on how and in what form to communicate with third parties. The Brand may amend its own instructions at any time for any reason.

8.2           The Affiliate shall follow the instructions and specifications of the Brand to the best of its abilities. In the Affiliate’s communication with third parties, the Affiliate shall conform to the instructions and specifications of the Brand as provided.

9.             Anti-SPAM

The Affiliate will not, directly or indirectly, use the Affiliate Links, Materials or any other materials or information in relation to the Affiliation, the Products or the Brand, for the purpose of direct marketing, spamming, unsolicited contacting of customers or clients of the Brand.

10.           Commission & payment

10.1        The Brand will pay the Affiliate a commission equal to 5% of the Gross Revenue (hereinafter referred to as; the “Commission”). The Brand may, at any time and for whatever reason, increase or decrease the Commission.

10.2        The Brand will pay the Commissions only upon collection by the Brand of the relevant Gross Revenue. The Affiliate has no right to the relevant Commission until the relevant third party has paid the Brand in full.

10.3        The amount of the total Commission to be paid out to the Affiliate will be determined and paid out by the Brand via PayPal within 10 days after the last calendar day of each calendar month of a given calendar year based on Gross Revenue actually received by the Brand during the previous month of the calendar year.

10.4        The Brand is under no obligation to pay out the Commission to the Affiliate if the total Commission is an amount lower than $10 CAD. Commissions below $10 CAD will accrue to the Account, and the Brand shall pay the Affiliate such Commissions on the next payment date pursuant to clause 10.3 when the total Commission is at least $10. The Brand reserves the right to amend the aforementioned minimum amount in Commissions for pay-outs at any time.

10.5        All amounts stated in these Terms are exclusive of sales tax, value-added tax (VAT), and any other taxes if applicable.

10.6        If any VAT, sales taxes and/or other taxes are chargeable on any Commission, the Brand may deduct or withhold any taxes that the Brand may be legally obligated to deduct or withhold from any amounts payable to the Affiliate under these Terms. The Brand may request tax information from the Affiliate. If the Brand requests tax information from the Affiliate and the Affiliate does not provide such information to the Brand, the Brand reserves the right (in addition to any other rights or remedies available to the Brand) to hold any and all Commissions until the Affiliate provides such information or otherwise satisfies the Brand that the Affiliate is not a person from whom the Brand is required to obtain tax information.

10.7        Any costs associated with the payment of the Commissions, including, but not limited to, transfer fees, processing fees, and conversion rates, are borne and paid by the Affiliate.

11.           No right to commission

11.1        Commissions will only be paid to the Affiliate for Gross Revenue (which is a result of the gross sales price paid for one or more Product(s) by a third party and actually received by the Brand as a direct result of a third party clicking on an Affiliate Link), and only if: (i) those Commissions are tracked through the tracking system of the software used by the Brand; and (ii) an Affiliate Link is indicated by that software as the source of those Commissions.

11.2        For the avoidance of doubt, no Commissions or other remuneration shall be paid by the Brand to the Affiliate for any other, additional or subsequent products or services, including, but not limited to:

(a)            any additional or subsequent purchases made in the Web Page by third parties who have previously purchased Products in the Web Page as a direct result of clicking on the Affiliate Link;

(b)            any purchases in the Web Page by third parties that have not been registered by the software that registers purchases made through the Affiliate Link; or

(c)            any payment made to the Brand made by third parties for other products or services promoted, sold, advertised or otherwise mentioned on any website, social media platform or any other communication medium used by the Brand or elsewhere.

11.3        The Affiliate is not entitled to Commissions that are based on sales to the extent that they are:

(a)            attributable to credit card fraud, credits given to customers, or bad debt right off; or

(b)            refunded, reduced or deducted for whatever reason,

and the Brand is entitled to deduct any Commission paid to the Affiliate for such sales from any subsequent Commissions.

11.4        The Affiliate is not entitled to any Commissions for its own purchases through its Affiliate Links.

11.5        If any sales or Commissions are not assigned to the Affiliate by the software used by the Brand due to the improper formatting of or errors or mistakes in the Affiliate Link, whether or not attributable to either of the Parties, no Commission for such sales will be paid to the Affiliate and the Affiliate is not entitled to any compensation for damages or otherwise.

11.6        Without prejudice to any right to recover damages and other rights or remedies available to the Brand, the Brand is entitled to permanently (to the extent permitted by applicable law) cease payment of any and all Commissions otherwise payable to the Affiliate, whether or not directly related to such violation without notice if the Affiliate violates any of the terms and conditions of these Terms.

12.           Costs

12.1        The Affiliate is fully responsible for all costs and expenses of maintaining and marketing the Products, including, but not limited to, all costs associated with the creation, hosting, modification, and improvements to the Affiliate’s website, costs of search engine placement, costs of inserting the Affiliate Links into its website and/or social media platforms, other (online and offline) marketing costs, and all other costs and expenses, and the Affiliate hereby holds the Brand harmless from or against the same.

12.2        Unless explicitly provided otherwise, the Parties will perform their respective obligations under these Terms at their own cost and expense.

13.           Limitation of liability

13.1        The Brand disclaims any and all warranties, guarantees and liabilities related to any downtime or failure for users to be able to access its website, including, but not limited to, the Web Page, or to access the Web Page or any Product page using an Affiliate Link. The Brand does not represent or warrant that its website or any application, including but not limited to its link tracking features, will be free of errors or that they will function without interruption.

13.2        Without prejudice to clause 13.5, the Brand’s aggregate liability is limited to direct damages and the total amount of the relevant Commissions, excluding sales taxes, value-added taxes and any other taxes, payable by the Brand to the Affiliate under these Terms in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred.

13.3        Without prejudice to clause 13.5, the Brand is not liable for indirect damages or loss, including, but not limited to, consequential, incidental, special, or exemplary damages, or any loss of revenue, profits, savings, business opportunities, use, data, goodwill, or any loss due to business interruption.

13.4        The Affiliate waives any right or remedy in equity, including, but not limited to, the right to seek specific injunctive, performance or other equitable relief, in connection with the Affiliation or these Terms.

13.5        Nothing in this clause 13 shall operate to limit liabilities in the event of fraud, wilful misconduct, gross negligence or any (other) liabilities that cannot be limited under applicable law.

14.           Indemnities

14.1        The Affiliate is solely responsible for:

(a)            displaying Affiliate Links, Materials and any other materials and information in relation to the Affiliation in compliance with these Terms, all applicable laws, regulations, directives, rules, ordinances, orders, judgments, decisions, licenses, guidelines, codes of practice, codes of conduct, permits, industry standards, self-regulatory rules, or other requirements of any applicable governmental authority, including, but not limited to those related to:

(i)             disclosures, including but not limited to, the U.S. Federal Trade Commission (FTC) Act and U.S. FTC Guides Concerning the Use of Endorsement and Testimonials in Advertising (if applicable), the EU Unfair Commercial Practices Directive (UCPD) and the UCPD Guidance (if applicable), the UK Consumer Protection from Unfair Trading Regulations 2008 (if applicable);

(ii)            the use of personal data and privacy, including, but not limited to, the California Consumer Privacy Act (if applicable), the EU Privacy and Electronic Communications Directive (if applicable), the EU General Data Protection Regulation (EU GDPR) (if applicable), and the UK General Data Protection Regulation (UK GDPR) (if applicable);

(b)            accurately and adequately disclosing, either through a privacy policy or otherwise satisfying applicable legal requirements on the Affiliate’s website(s), the use of cookies, pixels, and other technologies by the Affiliate and third parties and how the Affiliate collects, stores, uses, and discloses (personal) data collected from visitors in accordance with applicable laws, including, where applicable, that third parties, including, but not limited to, the Brand may collect information directly from visitors, and place or recognize cookies on visitors’ browsers, and, where required by applicable law, providing information on the visitor’s choices with respect to opting out from online advertising;

(c)            complying with and abiding by rules of the relevant social media platforms on which Affiliate Links, Materials and any other materials and information in relation to the Affiliation are displayed;

(d)            creating and posting materials in relation to the Affiliation, and ensuring the accuracy, completeness, and appropriateness of such materials posted on the Affiliate’s website(s), social media user-generated content, emails, online software application(s), and other locations for which the Affiliate has received prior written approval from the Brand, including, but not limited to, all descriptions and other materials in relation to the Products; and

(e)            using the Affiliate Links, Materials and any other materials and information in relation to the Affiliation in a manner that does not misappropriate, infringe or violate any of the rights of the Brand or those of any other third parties, including, but not limited to intellectual property rights and proprietary rights.

14.2        The Affiliate shall indemnify and hold the Brand harmless against any and all claims, fines, disputes, (law) suits, actions, investigations and proceedings, and related costs and expenses from or with third parties, including, but not limited to, governmental authorities and the providers of the social media platforms, as a result of a breach of any of its obligations under clause 14.1.

14.3        The Affiliate represents and warrants to the Brand that no other party has any rights in and to any of any intellectual property used by the Affiliate in relation to the Affiliation, the Products and/or the Brand and that the intellectual property used by the Affiliate does not infringe upon or otherwise interfere with the rights of any other party. The Affiliate indemnifies the Brand for any claim of a third party with regard to intellectual property rights.

14.4        The Affiliate shall indemnify and hold the Brand harmless against all damages, losses, liabilities, claims, disputes, (law) suits, actions, investigations and proceedings, and related costs and expenses (including attorneys’ fees) from or with:

(a)            the Affiliate’s violation of any term or condition of these Terms, the rules of the relevant social media platforms or any applicable law;

(b)            the Affiliate’s taxes and duties or the collection, payment, or failure to collect or pay taxes or duties, or the failure to meet tax registration obligations or duties; and

(c)            third parties in relation to any other communication from, conduct or behaviour of the Affiliate.

15.           Identification as an affiliate

15.1        The Affiliate must clearly and prominently state on each location where one or more Affiliate Links are used the following disclosure statement: “As an affiliate of Karnevore Mountain I earn a commission from qualifying purchases.”

15.2        Except for the disclosure statement provided in clause 15.1, and other than as required by applicable law, the Affiliate will not make any public communication with respect to this Affiliation or these Terms without the prior written approval of the Brand.

16.           Information Rights

16.1        The Affiliate is obliged to promptly provide the Brand with any information that the Brand requests to: (i) monitor the use of the Affiliate Links by the Affiliate and any other communications to or with third parties in relation to the Affiliation; and (ii) verify the Affiliate’s compliance with these Terms and applicable law.

16.2        The Brand is not obliged to provide the Affiliate with any specific information relative to any customer, regardless of whether such customer accesses the Brand’s website through an Affiliate Link. The Brand is only responsible for informing the Affiliate by way of tracking software of the Commissions due to the Affiliate as a result of sales made through the Affiliate Links. Such information will not be audited.

17.           Term & termination

17.1        These Terms are effective as per Commencement Date.

17.2        These Terms and the Affiliation are entered into for an indefinite period.

17.3        Either Party shall be entitled to terminate the Affiliation by written notice to the other Party at any time, with or without reason, with immediate effect and thus without observing a notice period, and without being liable or any compensation being due.

17.4        If the Affiliation is terminated, which termination can only occur on the basis of and in accordance with the relevant provisions of these Terms, then:

(a)            the License shall be revoked with immediate effect upon termination;

(b)            the Affiliate shall cease and abstain the use of the Materials and/or delete any or all the Materials and any other materials and information in relation to the Affiliation from its website(s), computer(s), social media platform(s), and/or anywhere else the Affiliate has shared or stored the Materials and any other materials and information in relation to the Brand, the Web Page and/or the Products, and the Affiliate shall adhere to such request;

(c)            all rights and obligations of the Parties under these Terms shall end and become ineffective, except for:

(i)             the rights and obligations accrued before that date;

(ii)            any rights and obligations of or pursuant to clause 10 (Commission & payment) if and to the extent any Commissions are still outstanding; and

(iii)           any rights and obligations of or pursuant to clauses 18 through 28, which will remain in full force and effect after termination of the Affiliation;

(d)            such termination shall be without prejudice to any rights a Party may have vis à vis the other Party in connection with a breach of any provision of or obligation under these Terms occurring prior to their termination; and

(e)            any Account(s) will be closed immediately.

17.5        Upon termination of the Affiliation, the Brand shall make a final account of the remaining Commissions accrued before the termination date of these Terms and the Affiliation. Clause 10 applies mutatis mutandis.

18.           Non-disparagement and prohibited use

18.1        The Affiliate agrees not to disparage the Brand’s brand, products, services or persons working for or employed by the Brand.

18.2        The Affiliate agrees that it will not make any unsubstantiated claims that will ruin the business reputation of the Brand.

18.3        The Affiliate shall not use the Materials and any other materials and information in relation to the Affiliation, the Brand, and/or these Terms in any way that:

(a)            is illegal, infringes or violates the rights of anyone;

(b)            is offensive, obscene, defamatory, abusive, profane, hateful, vulgar, obscene, libellous, pornographic, political, threatening, derogatory, upsetting, insulting, misleading, discriminatory, sexist, racist or harmful to anyone in any way;

(c)            disparages or discredits a Party;

(d)            encourages or advocates conduct that constitutes a criminal offence, giving rise to (civil) liability or otherwise violates any law;

(e)            is likely to cause confusion among third parties;

(f)             portrays or insinuates any endorsement or sponsorship of a Party or its products or services by the other Party or in any other way portrays or insinuates that a Party supplies or approves of the other Party or its products or services; or

(g)            portrays or insinuates any special relationship between the Parties.

18.4        The Affiliate shall not misrepresent or embellish its relationship with the Brand (including, but not limited to, by expressing or implying that the Brand supports, sponsors, or endorses the Affiliate) or express or imply any other type of relationship between the Parties except as expressly permitted by these Terms or agreed in writing between the Parties.

19.           Confidentiality

19.1        The Affiliate shall use Confidential Information solely for the purposes of the Affiliation and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information for other purposes without the prior written consent of the Brand.

19.2        The Affiliate acknowledges that the Confidential Information of the Brand, its affiliates, and third parties is strategic, commercially sensitive, and valuable and that the improper disclosure or use thereof will cause serious damage and loss to the Brand.

19.3        The restrictions in this clause 19 shall not apply if and to the extent the information is or becomes available to the general public other than by disclosure by the Affiliate in violation of these Terms.

19.4        The Affiliate shall have no obligation with respect to Confidential Information to the extent, but only to the extent, that such information is required or requested to be disclosed by applicable laws, provided that the Affiliate, to the extent practicable and permitted, promptly notifies the Brand of such request or requirement.

19.5        For the purposes of this clause 19, disclosures relating to Confidential Information that are specific shall not be deemed to be within the foregoing exceptions merely because they are embraced by more general disclosures in the public domain, in the possession of the Affiliate, or received from a third party. In addition, any combination of features shall not be deemed to be within the exceptions merely because the individual features are in the public domain, in the possession of the Affiliate, or received from a third party unless the combination itself and its principle of operation are in the public domain, in the possession of the Affiliate or received from a third party.

19.6        The Affiliate shall notify the Brand as soon as reasonably practicable of any unauthorized use, or attempted use, of the Brand's Confidential Information, and provide all information necessary to assist the Brand in any investigation it considers necessary, including for the purposes of mitigating damages, any claim, or the prevention of a recurrence. Additionally, the Affiliate undertakes best efforts to prevent a recurrence to the extent this is within its control.

20.           Communication & “writing” requirements

20.1        Any notice, request, consent, invoice, claim, demand, or other communication between the Parties in connection with the Affiliation or these Terms must be sent in writing by email in English to the following email addresses set out for each of the Parties below:

(a)            to the Brand: info@karnevoremountain.com

(b)            to the Affiliate: the email address provided by the Affiliate in the Registration Form,

or such other email address as a Party may notify in writing the other Party by email.

20.2        References to "writing" or "written" mean any method of reproducing words in a legible and non-transitory form, including, but not limited to, e-mail.

21.           Electronic signature

These Terms constitute an electronic contract between the Brand and the Affiliate with the full force and effect of a handwritten signature. The Parties enter into these Terms by submission of the Registration Form by the Affiliate by way of clicking on the “Register/Submit” button on the Registration Form [and only after the Brand has confirmed the registration by email.

22.           Entire agreement

These Terms constitute the entire agreement between the Parties relating to the Affiliation and supersede any earlier agreements between the Parties with respect to the subject made hereof, whether in writing or oral.

23.           Amendments & modications

These Terms may be changed, modified, or amended in writing by the Brand at any time and at the Brand’s sole discretion by sending notice of such modification to the Affiliate by email, effective as of the date of the email. The Affiliate’s continued participation in the Affiliation following the effective date of such change will constitute the Affiliate’s acceptance of such changes, modifications, and/or amendments. If any such changes, modifications, and/or amendments are unacceptable to the Affiliate, the Affiliate’s only recourse is to terminate the Affiliation in accordance with clause 17.3.

24.           Assignment

The Affiliate may not assign or transfer its Affiliation or any of the Affiliate’s rights or obligations under these Terms without the prior written consent of the Brand.

25.           Enforceability

The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision of these Terms. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced with a provision that is valid and enforceable and reflects as closely as possible the intent of the invalid or unenforceable provision.

26.           No waiver

No failure or delay by the Brand in exercising any right or remedy under or in connection with these Terms shall impair any right or remedy or operate or be construed as a waiver of any right or remedy.

27.           Choice of law

These Terms and any non-contractual obligations arising out of or in connection with these Terms shall be governed by the laws of Ontario, Canada.

28.           Dispute resolution & arbitration

28.1        Without prejudice to clause 28.2, all disputes arising out of or in connection with these Terms, the Meeting, the Recording, or the Materials, or further agreements resulting therefrom, shall be settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Toronto, Ontario, Canada. The proceedings shall be conducted in the English language. No award or procedural order made in the arbitration shall be published.

28.2        If:

(a)            the Affiliate is registered in Canada; or

(b)            a dispute is not subject to arbitration under clause 28.1 for whatever reason,

that dispute shall be settled in the competent courts located in Toronto, Ontario, Canada, and both Parties irrevocably consent to the exclusive jurisdiction and location of the competent courts in Toronto, Ontario, Canada, for the adjudication of all non-arbitral claims.