TERMS AND CONDITIONS
This Agreement contains the terms and conditions that apply to an individual's or entity's participation in the Forcefield Protective Headgear™ Affiliate Program (the "Program"). As used in this Agreement, "we" means Forcefield Protective Headgear™ , Forcefield Protective Headgear.ca, TransCanada Network, "you" means the applicant, and "product" means any item offered for sale on forcefieldheadbands.ca. "Site" means a World Wide Web site and, depending on the context, refers either to Forcefield Protective Headgear™ (inclusive of our affiliate reporting site) or to the site that you will link to our site.
1. Enrollment in the Program
To begin the enrollment process, you will submit a Program application via our site. We will evaluate your application and will notify you of your acceptance or rejection. If you become an Affiliate, you will be allowed to establish links from your web site to forcefieldheadbands.ca, pursuant to the terms of this Affiliate Agreement. To participate in the Forcefield Protective Headgear™ Affiliate Program, you must read and accept the terms of this Agreement. We determine whether your site would be a suitable affiliate site and will evaluate your application. Not all applicants will become affiliates. Forcefield Protective Headgear™ , in its sole discretion, may deny any application for any reason, including applications for sites that contain content that could be classified as defamatory, harassing, harmful, obscene, racially objectionable, or unlawful. After our evaluation of your application, we will notify you via email of our acceptance or rejection.
2. Affiliate Relationship
Upon acceptance as an affiliate site, we will make available to you a variety of graphic and textual links (each of these being referred to herein as "Links" or, individually, as a "Link"). These Links are subject to these terms and conditions. The Links will serve to identify your site as a member of the Affiliate Program and will establish a link from your site to ours. We will provide approved sites a unique tracking code. You must use append this code at the end of your links in order to meet the criteria in this Agreement. You may not alter banners, logos, or other content available from Forcefield Protective Headgear™ . For commission fees to be properly tracked, recorded and earned, you must ensure that each of the links between your site and our site are Links provided to you by Forcefield Protective Headgear™ . We will not be liable to you for any lost commissions resulting from your failure to use appropriate Links.
We have the right, in our reasonable discretion, to monitor your site to ensure that your links to the Forcefield Protective Headgear™ Site are appropriate. If we decide, in our sole discretion, that your links to the Forcefield Protective Headgear™ Site are not appropriate, then we may either notify you of any changes that we feel should be made, or we may terminate this Agreement upon notice to you. If we notify you of changes we desire you to make to your site and such changes are not made immediately, then we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement, you will immediately remove all links to forcefieldheadbands.ca.
You agree not to purchase or otherwise contract with any third party to exploit any Forcefield Protective Headgear™ trademarks for those trademarks to appear as search results in any search engine or directory. You will not bid or purchase any trademarks on search engines or represent you or your web site as “TransCanada Network” or "Forcefield Protective Headgear™ ." When promoting Forcefield Protective Headgear™ via external paid search engines, which may include, but are not limited to, entities such as Google, the following guidelines must be followed: (i) you may not give the impression that you are, or represent, Forcefield Protective Headgear™ or TransCanada Network, through use of phrases such as "official site" or similar; (ii) as mentioned above, you may not bid or purchase keywords that are trademarks of Forcefield Protective Headgear™ or any combination of keywords with a Forcefield Protective Headgear™ trademark such as "Forcefield Protective Headgear™ " or “Forcefield Sweatbands™ ” or “Forcefield Ultra™ ” or “Forcefield Headbands™ ”; (iii) you must not target the brand names of any entities that are direct competitors of Forcefield Protective Headgear™ while promoting Forcefield Protective Headgear™ links, or otherwise engage in marketing practices that are illegal or violate the rights of any third party.
2.1 Maintenance of Your Site
The maintenance and updating of your site will be your responsibility. Since Forcefield Protective Headgear™ is updated often, if you become a member of the Program, it will be necessary for you to update the content of your site on a regular basis to maintain the consistency and accuracy between our site and your site. We may monitor your site as we feel necessary to ensure that your site is up-to-date and to notify you of any changes to your site that we feel should be made. If we notify you of changes we desire you to make to your site and such changes are not made immediately, then we may terminate this Agreement upon notice to you. You agree that upon termination of this Agreement you will immediately remove all links to Forcefield Protective Headgear™ from your site.
2.2 Look and Feel
You agree that you will not copy, and that your site will not resemble the look and feel of our site. You will not create the impression from the appearance of your site, or from any content in your site, that your site is our site or a part of our site, nor will you frame any page in forcefieldheadbands.ca from within your site.
2.3 Domain Name
You agree that your domain name does not and will not at any time contain the word "Forcefield Protective Headgear™ " or “FF Headgear” or “Forcefield Sweatbands” or “Forcefield Headbands” or “Forcefield Headgear” or “Playing Safe” or “Staying Safe” or “Sport Safety” or any variation of those names, and that you will not purchase any domain name or other right or otherwise contract with a third party to exploit those names, for the purpose of causing your site to appear as a search result or for any other reason. Violation of this provision by you will result in the immediate termination of this Agreement.
2.4 Monitoring Your Site
You agree that we have the right to monitor your site at any time and from time to time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to your site that we feel should be made.
2.5 Policies for Purchases
Customers who purchase through the Forcefield Protective Headgear™ Affiliate Program will be considered customers of Forcefield Protective Headgear™ . You agree that all of our rules, policies, and operating procedures concerning customer orders, customer service, and ticket bookings will apply to those customers. We may, in our sole discretion, change our policies and operating procedures at any time and from time to time.
You shall not create, publish, distribute, or permit any written, electronically transmitted or other form of publicity material that makes reference to us without first submitting the material to us and receiving our consent. If you fail to comply with this requirement, we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to Forcefield Protective Headgear™ from your web site.
You agree to comply with all provisions of the CAN-SPAM Act of 2003 when using Forcefield Protective Headgear™ links in any outbound commercial email. When sending said emails, you will provide opt-out instructions and a physical address where users can reach you. You will not use deceptive subject line, from email addresses or false headers when sending such emails. You will notify Forcefield Protective Headgear™ within seven days of adding Forcefield Protective Headgear™ links to any such email.
2.7 Commencement Date
This Agreement will begin upon our acceptance of your Affiliate Application.
Either you or we may terminate this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. Notwithstanding the foregoing, we may terminate this Agreement: (a) immediately with cause; and (b) without cause upon 7 days prior written notice.
We may modify any of the terms and conditions in this Agreement, at any time and from time to time, in our sole discretion by providing at least 7 days prior written notice. Modifications may include, but are not limited to, changes in the scope of commission fees, payment procedures, and the Forcefield Protective Headgear™ Affiliate Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY OPTION IS TO END THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE Forcefield Protective Headgear™ AFFILIATE PROGRAM FOLLOWING THE POSTING OF THE CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL INDICATE YOUR ACCEPTANCE OF THE CHANGES.
We will process transactions placed by customers who follow Links from your site to Forcefield Protective Headgear™ . We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. We will track sales made to customers who use authorized Links from your site to our site and will provide you access to reports summarizing this sales activity.
4. Compliance with Laws
You agree to follow all applicable laws that apply to your site.
5. Referral Fees (Qualified Transaction)
We will pay you referral fees on certain transactions that meet the requirements of this Agreement as follows:
5% commission on all products.
Referral Tracking: Once the Forcefield Protective Headgear™ Link is clicked, affiliate site users will be tracked via a cookie placed on the user's browser and will be routed to our affiliate reporting server and recorded. The user is re-directed to the Forcefield Protective Headgear™ landing page. Once the purchase is made, our shopping cart software will log the transaction and the affiliate amount.
The commission rate is subject to change at any time or from time to time, at our sole and absolute discretion by providing you with 7 days' prior written notice. We will pay commissions on a monthly basis once commissions owed to you reach a minimum $25. If your commissions in any month are less than $25, we will hold those commissions and send you money via PayPal once the following payment cycle once you reach the $25 threshold. Payment terms are net 45 days. All commission payments will be paid in Canadian dollars.
The Forcefield Protective Headgear™ Affiliate Program will track purchases from your site; only purchases that are tracked by the Forcefield Protective Headgear™ Affiliate Program Tracking System will be paid. Transaction fees will be paid for purchases occurring within 14 days from the User initially clicking on the Link. Forcefield Protective Headgear™ will not pay transaction fees for purchases involving fraudulent activity and has the right to deny payment if it discovers such activity.
6. Limited License
For the term of this Agreement, we grant you a non-exclusive, revocable license to (i) access our site through the links solely in accordance with the terms of this Agreement and (ii) use Forcefield Protective Headgear™ 's logos, trade names, trademarks, images, messages and similar identifying material (the "Licensed Materials"), for the sole purpose of identifying your site as a Program participant and to assist in generating online transactions. You may not modify the Licensed Materials or any associated code (e.g. HTML) in any way. Except as expressly granted in this Agreement, the Affiliate shall have no other rights of any kind in regards to Forcefield Protective Headgear™ , Forcefield Protective Headgear™ 's products, Forcefield Protective Headgear™ images, messages, codes, trade names and trademarks, and all other intellectual property. Under no circumstances will anything in this Agreement be construed as granting by implication, or otherwise, a license to any of Forcefield Protective Headgear™ 's intellectual property or proprietary technology other than the use of the Licensed Materials, code and the linkage to Forcefield Protective Headgear™ 's web site, in accordance with the terms of this Agreement. We may terminate your right to use the Licensed Materials for any reason at any time in our sole and absolute discretion as specified in Section 2.8.
You agree not to apply for registration of any of the Marks (or any mark similar thereto) anywhere in the world. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of Forcefield Protective Headgear™ Corporation or any of its Marks.
7. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. We disclaim all liability for matters relating to the operation of your site. For example, you will be solely responsible for:
The technical operation of your site and all related equipment
Creating and posting product descriptions on your site and linking those descriptions to our site
The accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials)
Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, copyrights, trademarks, privacy, or other personal or proprietary rights)
You will indemnify and hold harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.
You acknowledge and agree that your web site information (name, URL, traffic counts, etc.) may be utilized by Forcefield Protective Headgear™ Corporation. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc. You agree to allow Forcefield Protective Headgear™ Corporation to use screen shots of any web page that contains the Forcefield Protective Headgear™ HTML code in Forcefield Protective Headgear™ promotional materials. The information provided by Forcefield Protective Headgear™ to you may be proprietary in nature. You represent and warrant to us that you are not and shall not be a competitor of Forcefield Protective Headgear™ and agree not to share our confidential information with any competitors.
8. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination as specified in Section 2.8. Upon termination, Forcefield Protective Headgear™ and Forcefield Protective Headgear™ Affiliate Network related content and links shall be promptly removed from your site. You are only eligible to earn referral fees on sales on Qualifying Transactions occurring during the term, and fees earned through the date of termination will remain payable only if the related orders are not canceled and qualify as a final sale. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement through the Commission interface with 7 days' prior written notice. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
10. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this Section
11. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages.
Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under to this Agreement.
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
You hereby agree to indemnify, defend and hold harmless Forcefield Protective Headgear™ Corporation, the owners of Forcefield Protective Headgear™ and their shareholders, officers, directors, contractors, partners, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including, without limitation, attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "losses"), in so far as such losses (or actions in respect thereof) arise out of, are related to, or are based on i) the breach of any representation, warranty, or covenant made by you herein; or ii) any claim related to the development, operation, maintenance and contents of your site.
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent necessary to exercise rights and perform obligations under this Agreement. The foregoing restrictions will not apply to information to the extent that it (i) was known to the receiving party at the time of disclosure; (ii) has become publicly known through no wrongful act of the receiving party; (iii) has been rightfully received from a third party under no obligation to the disclosing party; (iv) has been disclosed by court order or as otherwise required by law if the receiving party has given the disclosing party a reasonable opportunity to contest or limit the scope of such required disclosure.
15. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
This Agreement will be governed by the laws of Ontario, Canada, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND TRANSCANADA NETWORK. BY REGISTERING AS AN AFFILIATE ON THE WEBSITE, YOU AGREE THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT IF YOU ARE ACCEPTED AS AN AFFILIATE