TERMS OF SERVICE

OVERVIEW

THIS WEBSITE IS OPERATED BY AffiliateWorks COMMUNICATIONS. THROUGHOUT THE SITE, THE TERMS “WE”, “US” AND “OUR” REFER TO AffiliateWorks COMMUNICATIONS. AffiliateWorks COMMUNICATIONS OFFERS THIS WEBSITE, INCLUDING ALL INFORMATION, TOOLS AND SERVICES AVAILABLE FROM THIS SITE TO YOU, THE USER, CONDITIONED UPON YOUR ACCEPTANCE OF ALL TERMS, CONDITIONS, POLICIES AND NOTICES STATED HERE.

BY VISITING OUR SITE AND/ OR PURCHASING SOMETHING FROM US, YOU ENGAGE IN OUR “SERVICE” AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (“TERMS OF SERVICE”, “TERMS”), INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR AVAILABLE BY HYPERLINK. THESE TERMS OF SERVICE APPLY TO ALL USERS OF THE SITE, INCLUDING WITHOUT LIMITATION USERS WHO ARE BROWSERS, VENDORS, CUSTOMERS, MERCHANTS, AND/ OR CONTRIBUTORS OF CONTENT.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING OUR WEBSITE AND ENGAGING IN OUR MENTORING & SAAS SERVICES. BY ACCESSING OR USING ANY PART OF THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MAY NOT ACCESS THE WEBSITE OR USE ANY SERVICES. IF THESE TERMS OF SERVICE ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS OF SERVICE.

ANY NEW FEATURES OR TOOLS WHICH ARE ADDED TO THE CURRENT WEBSITE SHALL ALSO BE SUBJECT TO THE TERMS OF SERVICE. YOU CAN REVIEW THE MOST CURRENT VERSION OF THE TERMS OF SERVICE AT ANY TIME ON THIS PAGE. WE RESERVE THE RIGHT TO UPDATE, CHANGE OR REPLACE ANY PART OF THESE TERMS OF SERVICE BY POSTING UPDATES AND/OR CHANGES TO OUR WEBSITE. IT IS YOUR RESPONSIBILITY TO CHECK THIS PAGE PERIODICALLY FOR CHANGES. YOUR CONTINUED USE OF OR ACCESS TO THE WEBSITE FOLLOWING THE POSTING OF ANY CHANGES CONSTITUTES ACCEPTANCE OF THOSE CHANGES.

SECTION 1 – SITE TERMS

BY AGREEING TO THESE TERMS OF SERVICE, YOU REPRESENT THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE OF RESIDENCE, OR THAT YOU ARE THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE OF RESIDENCE AND YOU HAVE GIVEN US YOUR CONSENT TO ALLOW ANY OF YOUR MINOR DEPENDENTS TO USE THIS SITE.

YOU MAY NOT USE OUR PRODUCTS FOR ANY ILLEGAL OR UNAUTHORIZED PURPOSE NOR MAY YOU, IN THE USE OF THE SERVICE, VIOLATE ANY LAWS IN YOUR JURISDICTION (INCLUDING BUT NOT LIMITED TO COPYRIGHT LAWS).

YOU MUST NOT TRANSMIT ANY WORMS OR VIRUSES OR ANY CODE OF A DESTRUCTIVE NATURE.

A BREACH OR VIOLATION OF ANY OF THE TERMS WILL RESULT IN AN IMMEDIATE TERMINATION OF YOUR SERVICES WITHOUT REFUND.

SECTION 2 – GENERAL CONDITIONS

WE RESERVE THE RIGHT TO REFUSE SERVICE TO ANYONE FOR ANY REASON AT ANY TIME.

YOU UNDERSTAND THAT YOUR CONTENT (NOT INCLUDING CREDIT CARD INFORMATION), MAY BE TRANSFERRED UNENCRYPTED AND INVOLVE (A) TRANSMISSIONS OVER VARIOUS NETWORKS; AND (B) CHANGES TO CONFORM AND ADAPT TO TECHNICAL REQUIREMENTS OF CONNECTING NETWORKS OR DEVICES. CREDIT CARD INFORMATION IS ALWAYS ENCRYPTED DURING TRANSFER OVER NETWORKS.

YOU AGREE NOT TO REPRODUCE, DUPLICATE, COPY, SELL, RESELL OR EXPLOIT ANY PORTION OF THE SERVICE, USE OF THE SERVICE, OR ACCESS TO THE SERVICE OR ANY CONTACT ON THE WEBSITE THROUGH WHICH THE SERVICE IS PROVIDED, WITHOUT EXPRESS WRITTEN PERMISSION BY US.

THE HEADINGS USED IN THIS AGREEMENT ARE INCLUDED FOR CONVENIENCE ONLY AND WILL NOT LIMIT OR OTHERWISE AFFECT THESE TERMS.

SECTION 3 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

WE ARE NOT RESPONSIBLE IF INFORMATION MADE AVAILABLE ON THIS SITE IS NOT ACCURATE, COMPLETE OR CURRENT. THE MATERIAL ON THIS SITE IS PROVIDED FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE RELIED UPON OR USED AS THE SOLE BASIS FOR MAKING DECISIONS WITHOUT CONSULTING PRIMARY, MORE ACCURATE, MORE COMPLETE OR MORE TIMELY SOURCES OF INFORMATION. ANY RELIANCE ON THE MATERIAL ON THIS SITE IS AT YOUR OWN RISK.

THIS SITE MAY CONTAIN CERTAIN HISTORICAL INFORMATION. HISTORICAL INFORMATION, NECESSARILY, IS NOT CURRENT AND IS PROVIDED FOR YOUR REFERENCE ONLY. WE RESERVE THE RIGHT TO MODIFY THE CONTENTS OF THIS SITE AT ANY TIME, BUT WE HAVE NO OBLIGATION TO UPDATE ANY INFORMATION ON OUR SITE. YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO MONITOR CHANGES TO OUR SITE.

SECTION 4 – MODIFICATIONS TO THE SERVICE AND PRICES

PRICES FOR OUR PRODUCTS ARE SUBJECT TO CHANGE WITHOUT NOTICE.

WE RESERVE THE RIGHT AT ANY TIME TO MODIFY OR DISCONTINUE THE SERVICE (OR ANY PART OR CONTENT THEREOF) WITHOUT NOTICE AT ANY TIME.

WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY MODIFICATION, PRICE CHANGE, SUSPENSION OR DISCONTINUANCE OF THE SERVICE.

SECTION 5 – PRODUCTS OR SERVICES (IF APPLICABLE)

CERTAIN PRODUCTS OR SERVICES MAY BE AVAILABLE EXCLUSIVELY ONLINE THROUGH THE WEBSITE. THESE PRODUCTS OR SERVICES MAY HAVE LIMITED QUANTITIES AND ARE SUBJECT TO RETURN OR EXCHANGE ONLY ACCORDING TO OUR RETURN POLICY.

WE HAVE MADE EVERY EFFORT TO DISPLAY AS ACCURATELY AS POSSIBLE THE COLORS AND IMAGES OF OUR PRODUCTS THAT APPEAR AT THE STORE. WE CANNOT GUARANTEE THAT YOUR COMPUTER MONITOR’S DISPLAY OF ANY COLOR WILL BE ACCURATE.

WE RESERVE THE RIGHT, BUT ARE NOT OBLIGATED, TO LIMIT THE SALES OF OUR PRODUCTS OR SERVICES TO ANY PERSON, GEOGRAPHIC REGION OR JURISDICTION. WE MAY EXERCISE THIS RIGHT ON A CASE-BY-CASE BASIS. WE RESERVE THE RIGHT TO LIMIT THE QUANTITIES OF ANY PRODUCTS OR SERVICES THAT WE OFFER. ALL DESCRIPTIONS OF PRODUCTS OR PRODUCT PRICING ARE SUBJECT TO CHANGE AT ANYTIME WITHOUT NOTICE, AT THE SOLE DISCRETION OF US. WE RESERVE THE RIGHT TO DISCONTINUE ANY PRODUCT AT ANY TIME. ANY OFFER FOR ANY PRODUCT OR SERVICE MADE ON THIS SITE IS VOID WHERE PROHIBITED.

WE DO NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

SECTION 6 – ACCURACY OF BILLING AND ACCOUNT INFORMATION

WE RESERVE THE RIGHT TO REFUSE ANY ORDER YOU PLACE WITH US. WE MAY, IN OUR SOLE DISCRETION, LIMIT OR CANCEL QUANTITIES PURCHASED PER PERSON, PER HOUSEHOLD OR PER ORDER. THESE RESTRICTIONS MAY INCLUDE ORDERS PLACED BY OR UNDER THE SAME CUSTOMER ACCOUNT, THE SAME CREDIT CARD, AND/OR ORDERS THAT USE THE SAME BILLING AND/OR SHIPPING ADDRESS. IN THE EVENT THAT WE MAKE A CHANGE TO OR CANCEL AN ORDER, WE MAY ATTEMPT TO NOTIFY YOU BY CONTACTING THE E-MAIL AND/OR BILLING ADDRESS/PHONE NUMBER PROVIDED AT THE TIME THE ORDER WAS MADE. WE RESERVE THE RIGHT TO LIMIT OR PROHIBIT ORDERS THAT, IN OUR SOLE JUDGMENT, APPEAR TO BE PLACED BY DEALERS, RESELLERS OR DISTRIBUTORS AIMED TO DISCREDIT US.

YOU AGREE TO PROVIDE CURRENT, COMPLETE AND ACCURATE PURCHASE AND ACCOUNT INFORMATION FOR ALL PURCHASES MADE AT OUR STORE. YOU AGREE TO PROMPTLY UPDATE YOUR ACCOUNT AND OTHER INFORMATION, INCLUDING YOUR EMAIL ADDRESS AND CREDIT CARD NUMBERS AND EXPIRATION DATES, SO THAT WE CAN COMPLETE YOUR TRANSACTIONS AND CONTACT YOU AS NEEDED.

FOR MORE DETAIL, PLEASE REVIEW OUR REFUND POLICY AS FOLLOWS:

Refund Policy for AffiliateWorks Mentorship Program

NO REFUNDS ARE AVAILABLE ON ANY OF OUR AFFILIATEWORKS PRODUCTS. A mandatory 3-day (72 hours) "cool-off" period is required by law, and only through this period can a refund be requested by email to [email protected]

Our refund policy is in place to ensure that only students who genuinely find our program ineffective are eligible for a refund. We encourage all our students to actively participate, follow our guidance, and put in the effort required to succeed in affiliate marketing. If for any reason a dispute is issued or chargeback notice submitted, AffiliateWorks as a company maintains a policy that a lifetime ban on all products offered shall be warranted.

By purchasing our mentoring program with done-for-you services, you acknowledge and agree to these refund policy terms.

DUTY TO READ

All clients shall accept that under any agreements to purchase our products they have a duty to read these disclosures especially the refund policy given to them and any purchase decision agrees that they have done so. By proceeding through checkout the buyer attests to this duty and the act of purchasing is considered a sign on the order form to execute this refund policy as effective and substantial. As such, the buyer understands and accepts that they are stopped from using lack of reading as a defense against all remedies contain herein.

SECTION 7 – OPTIONAL TOOLS

WE MAY PROVIDE YOU WITH ACCESS TO THIRD-PARTY TOOLS OVER WHICH WE NEITHER MONITOR NOR HAVE ANY CONTROL NOR INPUT.

YOU ACKNOWLEDGE AND AGREE THAT WE PROVIDE ACCESS TO SUCH TOOLS ”AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND AND WITHOUT ANY ENDORSEMENT. WE SHALL HAVE NO LIABILITY WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF OPTIONAL THIRD-PARTY TOOLS.

ANY USE BY YOU OF OPTIONAL TOOLS OFFERED THROUGH THE SITE IS ENTIRELY AT YOUR OWN RISK AND DISCRETION AND YOU SHOULD ENSURE THAT YOU ARE FAMILIAR WITH AND APPROVE OF THE TERMS ON WHICH TOOLS ARE PROVIDED BY THE RELEVANT THIRD-PARTY PROVIDER(S).

WE MAY ALSO, IN THE FUTURE, OFFER NEW SERVICES AND/OR FEATURES THROUGH THE WEBSITE (INCLUDING, THE RELEASE OF NEW TOOLS AND RESOURCES). SUCH NEW FEATURES AND/OR SERVICES SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.

SECTION 8 – THIRD-PARTY LINKS

CERTAIN CONTENT, PRODUCTS AND SERVICES AVAILABLE VIA OUR SERVICE MAY INCLUDE MATERIALS FROM THIRD-PARTIES.

THIRD-PARTY LINKS ON THIS SITE MAY DIRECT YOU TO THIRD-PARTY WEBSITES THAT ARE NOT AFFILIATED WITH US. WE ARE NOT RESPONSIBLE FOR EXAMINING OR EVALUATING THE CONTENT OR ACCURACY AND WE DO NOT WARRANT AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY THIRD-PARTY MATERIALS OR WEBSITES, OR FOR ANY OTHER MATERIALS, PRODUCTS, OR SERVICES OF THIRD-PARTIES.

WE ARE NOT LIABLE FOR ANY HARM OR DAMAGES RELATED TO THE PURCHASE OR USE OF GOODS, SERVICES, RESOURCES, CONTENT, OR ANY OTHER TRANSACTIONS MADE IN CONNECTION WITH ANY THIRD-PARTY WEBSITES. PLEASE REVIEW CAREFULLY THE THIRD-PARTY’S POLICIES AND PRACTICES AND MAKE SURE YOU UNDERSTAND THEM BEFORE YOU ENGAGE IN ANY TRANSACTION. COMPLAINTS, CLAIMS, CONCERNS, OR QUESTIONS REGARDING THIRD-PARTY PRODUCTS SHOULD BE DIRECTED TO THE THIRD-PARTY.

SECTION 9 – USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

IF, AT OUR REQUEST, YOU SEND CERTAIN SPECIFIC SUBMISSIONS (FOR EXAMPLE CONTEST ENTRIES) OR WITHOUT A REQUEST FROM US YOU SEND CREATIVE IDEAS, SUGGESTIONS, PROPOSALS, PLANS, OR OTHER MATERIALS, WHETHER ONLINE, BY EMAIL, BY POSTAL MAIL, OR OTHERWISE (COLLECTIVELY, ‘COMMENTS’), YOU AGREE THAT WE MAY, AT ANY TIME, WITHOUT RESTRICTION, EDIT, COPY, PUBLISH, DISTRIBUTE, TRANSLATE AND OTHERWISE USE IN ANY MEDIUM ANY COMMENTS THAT YOU FORWARD TO US. WE ARE AND SHALL BE UNDER NO OBLIGATION (1) TO MAINTAIN ANY COMMENTS IN CONFIDENCE; (2) TO PAY COMPENSATION FOR ANY COMMENTS; OR (3) TO RESPOND TO ANY COMMENTS.

WE MAY, BUT HAVE NO OBLIGATION TO, MONITOR, EDIT OR REMOVE CONTENT THAT WE DETERMINE IN OUR SOLE DISCRETION ARE UNLAWFUL, OFFENSIVE, THREATENING, LIBELOUS, DEFAMATORY, PORNOGRAPHIC, OBSCENE OR OTHERWISE OBJECTIONABLE OR VIOLATES ANY PARTY’S INTELLECTUAL PROPERTY OR THESE TERMS OF SERVICE.

YOU AGREE THAT YOUR COMMENTS WILL NOT VIOLATE ANY RIGHT OF ANY THIRD-PARTY, INCLUDING COPYRIGHT, TRADEMARK, PRIVACY, PERSONALITY OR OTHER PERSONAL OR PROPRIETARY RIGHT. YOU FURTHER AGREE THAT YOUR COMMENTS WILL NOT CONTAIN LIBELOUS OR OTHERWISE UNLAWFUL, ABUSIVE OR OBSCENE MATERIAL, OR CONTAIN ANY COMPUTER VIRUS OR OTHER MALWARE THAT COULD IN ANY WAY AFFECT THE OPERATION OF THE SERVICE OR ANY RELATED WEBSITE. YOU MAY NOT USE A FALSE E-MAIL ADDRESS, PRETEND TO BE SOMEONE OTHER THAN YOURSELF, OR OTHERWISE MISLEAD US OR THIRD-PARTIES AS TO THE ORIGIN OF ANY COMMENTS. YOU ARE SOLELY RESPONSIBLE FOR ANY COMMENTS YOU MAKE AND THEIR ACCURACY. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY COMMENTS POSTED BY YOU OR ANY THIRD-PARTY.

SECTION 10 – PERSONAL INFORMATION

YOUR SUBMISSION OF PERSONAL INFORMATION THROUGH THE SITE IS GOVERNED BY OUR PRIVACY POLICY.

SECTION 11 – STANDARD AFFILIATE AGREEMENT

This Standard Affiliate Agreement (the “Agreement”) is entered into as of date of purchase sets forth the terms of a standard affiliate relationship between AffiliateWorks, an Alberta incorporated company (“Hedhaus Inc or Nigel’s Agency”), with its principal place of business located at 1209 177A Street, Edmonton, Alberta, Canada, T6W2A1and the student (“AFFILIATE”), with its primary place of business located as reported in their invoice. AffiliateWorks and AFFILIATE are collectively referred to as the Parties. WHEREAS, AffiliateWorks is engaged in advertising, publishing, promoting, and providing, taxes, entity formation, corporate credit, and estate planning to clients throughout North America (collectively referred to herein as “AffiliateWorks   Products”);WHEREAS, AFFILIATE is in the business of marketing products, programs and/or services during the term of this Agreement (collectively referred to herein as the “Company Products”); andWHEREAS, the Parties desire to create an agreement concerning the rendering of telemarketing services by AffiliateWorks  for AFFILIATE in North America, and any other area expressly set forth in this agreement (the “Territory”) under the terms and conditions contained herein.THEREFORE, the Parties now in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereto agree as follows:

The Campaign

Telemarketing/Solicitations. AFFILIATE grants AffiliateWorks  the right to market applicable leads by telephone and/or video communications (“Telemarketing Services”) in the Territory, to promote the AffiliateWorks  Products (“the Campaign”), until this Agreement is terminated.  Leads. AFFILIATE hereby grants to AffiliateWorks    the right to sell and provide AffiliateWorks  Products to customers having purchased through AFFILIATE’s marketing methods (“Leads”) regarding the proper use, operation, or implementation of AFFILIATE Products and/or other appropriate education (“Consulting Services”).Use of Trademarks. 

AFFILIATE hereby grants AffiliateWorks  a non-exclusive license to use trademarks and other trade identification associated with the Lead generation (“Company Trademarks”) as specifically set forth in the attached exhibits, in rendering the Telemarketing, and Consulting Services provided for herein.Content. 

AFFILIATE hereby grants AffiliateWorks  a non-exclusive license to use approved information, content, methods, tools, and processes involved or used within the Lead generation (“Content”) in rendering its Telemarketing Services.List Integrity. The Parties agree that maintaining the integrity of marketing and sales lists is of utmost importance.  The Parties will update the marketing and sales lists weekly. 

The Parties will co-own the Client data acquired from the Campaign. Consequently, either Party may use the data for their own business promotion purposes after the initial one hundred twenty (30) day period with the written approval of the other.  

AffiliateWorks ’s Responsibilities. 

Promotion of AffiliateWorks  Products.  AffiliateWorks  shall promote, sell, and otherwise telemarket AffiliateWorks  Products in the Territory using its own name, trademarks, and its own marketing plan as approved by AFFILIATE. AffiliateWorks  may only use AFFILIATE Trademarks and Content as approved by AffiliateWorks  in connection with its Telemarketing Services for the Campaign.Employee Conduct. AffiliateWorks shall be solely responsible for the acts and conduct of its employees in connection with the rendering of its Telemarketing Services for the Campaign. Sales Process.  AffiliateWorks  shall follow up on customer Leads provided by AFFILIATE and shall be responsible for all of its own costs of providing the Telemarketing Services for the Campaign.

Customer Complaints.

AffiliateWorks  shall, at its sole cost and expense, use its best efforts to resolve Customer questions and complaints.  AffiliateWorks  shall defend or prosecute lawsuits and other claims made by Customers, related to AffiliateWorks  products, marketing methods, and presentations and hold AFFILIATE harmless thereon.  Compliance.  AffiliateWorks  agrees to comply with all applicable state and federal laws and regulations in the sale of its AffiliateWorks  Products and shall demonstrate compliance with such laws and regulations upon reasonable request from AFFILIATE.

Reporting & Sales Tracking. 

AffiliateWorks    agrees to maintain and retain reporting of its marketing efforts with AFFILIATE.  AffiliateWorks   will provide AFFILIATE monthly with a sales report detailing all payments made under this Agreement based on a percentage of Adjusted Gross Revenues. 

Adjusted Gross Revenues are Gross Revenues minus chargebacks, refunds, and/or cancellations.  Termination of Services.  AffiliateWorks   agrees to cease and desist all Telemarketing Services and Consultation Services for the Campaign within thirty (30) days from the date of termination of this Agreement as set forth herein.  

Responsibilities of AFFILIATE. 

Promotional Materials.  AFFILIATE shall provide to AffiliateWorks, without charge, such promotional, sales, and technical information, literature and brochures, catalog sheets, price lists, order forms, and other information and sales aides needed and/or requested byAffiliateWorks to provide its Telemarketing Services. Company Products.  AFFILIATE shall at its expense, provide to AffiliateWorks working samples of all Company Products, as requested by AffiliateWorks, for use by AffiliateWorks   in its Telemarketing Services and shall provide AffiliateWorks,  at AFFILIATE’s cost, with whatever training or other assistance AffiliateWorks  may reasonably require to properly render its Telemarketing Services. 

AFFILIATE shall promptly furnish AffiliateWorks  with all information concerning new, related, modified, or changed Company Products and marketing methods.  

Customer Leads. 

AFFILIATE represents to AffiliateWorks  that it has obtained appropriate permissions to contact the Leads.  AFFILIATE shall, at its expense, use commercially reasonable efforts to provide AffiliateWorks  with qualified customer Leads on a weekly basis. AFFILIATE shall use commercially reasonable efforts to provide name, mailing address, and phone number to AffiliateWorks  on all the Leads.Customer Complaints. 

AFFILIATE shall, at its sole cost and expense, use its best efforts to resolve Customer questions and complaints.  AFFILIATE shall defend or prosecute lawsuits and other claims made by Customers, related to AFFILIATE products, marketing methods, and presentations and hold AffiliateWorks  harmless thereon.  

Compliance. 

AFFILIATE agrees to comply with all applicable state and federal laws and regulations in the sale of its Products and shall demonstrate compliance with such laws and regulations upon reasonable request from AffiliateWorks. Company Representations. AFFILIATE agrees all claims and representations made in its lead generation materials are true and accurate and that AFFILIATE has substantiation to support all said claims and representations.  AFFILIATE agrees to release AffiliateWorks  from any liability arising out of its own misrepresentations.  Furthermore, AFFILIATE agrees its solicitations to the Leads shall not violate any local, state, and/or federal rules, laws, and/or regulations.  AFFILIATE agrees to indemnify and hold AffiliateWorks  harmless for any regulatory or civil liability based on its representations to the Leads.   

Customer Service Contact. 

AFFILIATE will either act as or assign someone to be the primary contact to support the Campaign. Social Media.  AFFILIATE will work with AffiliateWorks to create and maintain a social media aspect of the Campaign.  AFFILIATE will allow AffiliateWorks  to use his daily/weekly social media posts as part of his Campaign to promote  the products and services.  

Campaign Support. 

AFFILIATE further agrees to provide ongoing content and support for the Campaign as reasonably requested by AffiliateWorks.  This additional content and support includes, but is not limited to: blog posts, videos, webinar appearances, social media posts, and articles.  AFFILIATE’s obligation will not exceed ten (10) hours per week in additional Campaign support.  

Negative Posts. 

The Parties agree that it is in their best interests to maintain a positive online reputation for their respective businesses.  They further acknowledge that they are engaged in online reputation management and will continue to do so during the term of this Agreement and the Campaign.  The Parties when needed will assist one another with resources and contacts to improve one another’s online reputation.  

Substantiation. 

AFFILIATE agrees to provide substantiation for all claims, examples, testimonials intended to be used in the Campaign or any other marketing efforts involving him.  Communication.  AFFILIATE agrees to cooperate with AffiliateWorks  regarding materials, documentation, substantiation, and responses to effectively conduct the Campaign. 

For this purpose, AFFILIATE will use reasonable efforts to provide information when requested. Ownership of Intellectual Property

Each Party acknowledges that nothing contained in this Agreement transfers to the other Party any right, title, or proprietary interest (including without limitation any intellectual property rights) in any trademarks, service marks, trade names, or logos (collectively, “Marks”), trade secrets, know how, inventions, patents (including any applications, extensions, continuations, renewals and re-issues thereof), copyrights, designs and industrial designs) held by such Party prior to the execution of this Agreement (the “Retained IP”). 

Each Party hereby grants to the other Party a non-exclusive, limited, United States, non-transferable, non-sublicensable, royalty-free license to use its Marks solely for the purpose of carrying out such other Party's obligations under this Agreement, including without limitation the marketing and promotional activities contemplated by this Agreement.  Except as provided herein, no other licenses of either Party's Marks are granted or implied under this Agreement. Each Party hereby grants to the other party any non-exclusive, limited, non-transferable, non-sub licensable, royalty-free license, either in their possession or required to obtain, to promote this Campaign globally.

Neither Party shall advertise, market, or otherwise disclose to any other Party any information related to the making or terms of this Agreement, nor commercially use the other Party’s name, trademarks, or service marks except as expressly authorized by such Party in writing or as provided herein.

AFFILIATE and AffiliateWorks  specifically agree that the form, content and design of any/all advertisements and promotional materials designed by one Party and featuring the other Party’s name or Marks shall be subject to the other Party's written approval.

All rights or proprietary interests relating to the created marketing and fulfillment materials are co-owned by the Parties.  These rights include ownership of images of any commercials, marketing materials, online advertisements, and/or website content.  AffiliateWorks  will retain the rights to the following created in connection with the Campaign: entities, DBA’s or fictional business names, domain names, logos and other design assets, promotional materials, webinars, trainings, videos, and/or scripts used to fulfill the services in the commercial. 

AffiliateWorks  reserves the right to continue to use assets, even after the Campaign is retired, that represent the Campaign including, but not limited to, book covers, product images, website design, images of the experts or personalities, and testimonials to promote their core marketing business. 

All proprietary interests stated above will remain with the owner of the intellectual property

Except as otherwise provided for in this Agreement, no marketing materials, products, or services created as part of the Campaign may be used by AFFILIATE or a competing marketing agencyengaged by AFFILIATEwithout AffiliateWorks’s written consent.

The Parties agree that AFFILIATE will have the worldwide rights to the Materials.

The Parties agree that all Client leads generated from the Campaign shall remain the exclusive property of the AFFILIATE.

Indemnification.

Each Party hereby agrees to indemnify, save and hold the other harmless, or their subsidiaries, affiliates, related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns, and each of them, from and against any and all claims, actions, demands, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and expenses), and liabilities of every kind and character whatsoever, which may arise by reason of:

(i) any act or omission by a Party or any of his employees or agents; and/or

(ii) the inaccuracy or breach of any of a Party’s covenants, representations and warranties made in this Agreement. 

This indemnity shall require the payment of costs and expenses as they occur.  The “Non-Offending” Partyshall promptly notify the “Offending” Party upon receipt of any claim or legal action referenced in this Article. 

The provisions of this Paragraph shall survive any termination or expiration of this Agreement. 

The Non-Offending Party may withhold from the Offending Party any payment otherwise due pursuant to this Agreement and offset the full amount of such claim for indemnification against the amount due to the Non-Offending Party. Payments. 

AffiliateWorks  shall pay AFFILIATE each month, as a commission, fifty percent (50%) of the Gross Adjusted Revenue from the sale of Tools & Training Products, forty percent (40%) of the Gross Adjusted Revenue from the sale of Lucrative Strategies and Elite Mastermind Products, thirty percent (30%) of the Gross Adjusted Revenue from the sale of Inner Circle Products to Tier 1 Leads received directly from AFFILIATE (“Commission Payments”). As used herein, “Gross Adjusted Revenue” shall mean all income received by AffiliateWorks from the sale of AffiliateWorks Products, minus chargebacks, refunds, cancellations, and shipping costs.  

AffiliateWorks will make its best efforts to provide AFFILIATE with monthly sales reports by the second Wednesday immediately following the end of a sales promotions. 

Monthly commissions are calculated based on the last friday of the month. The AFFILIATE understands that cancellations and processing issues occur that may alter tentative sales numbers and that all payouts will be delivered through a PayPal email address to the AFFILIATE. 

Term

The term of the Agreement is one (1) year from the date of its execution.  Due to the substantial investment in the Campaign and the upfront talent fee, the Parties agree for the first year the agreement is not terminable, except for cause.  The Parties may mutually cancel this agreement but there cannot be a unilateral termination of the agreement during the first year. 

Furthermore, the Agreement will automatically renew for an additional one (1) year term, until the AFFILIATE earns their $10,000 month performance.  Either Party may terminate immediately for cause. 

Cause for the purpose of the Agreement is defined as any willful breach of the Agreement. Once written notice of cancellation is received, AffiliateWorks agrees to end media and marketing within 90 days.  AffiliateWorks retains the right to continue to sell Back End products and services (i.e., coaching, education, fulfillment events, etc.) to clients for an additional an indefinite period to offset media, refunds, and other Campaign expenses. 

Due to the extraordinary expenses incurred by AffiliateWorks to create, produce and market the Campaign, if the Campaign is deemed viable and the there is an early termination from AffiliateWorks within one (1) year of the launch of the Campaign, due to a breach from AFFILIATE, the Parties agree to allow AffiliateWorks to keep any continuity and royalty fees from all clients, in an attempt to recoup some of the moneys spent on the Campaign.

Notwithstanding termination of the Agreement, AffiliateWorks shall pay AFFILIATE all royalty and other payments due to him under this Agreement.Expenses, Allocations of Proceeds and Joint Obligations.  Each Party will pay for its own employees or contractors assigned to assist the Campaign.  Non-Circumvention.  The Parties expressly acknowledge and agree that each other’s relationships with its suppliers, customers, and other service providers are valuable assets and are Confidential Information. 

Accordingly, the Parties shall not use each other’s Confidential Information to attempt to knowingly directly or indirectly contact or solicit any Person to which the other has introduced under this Agreement, unless the respective Party is able to prove, clearly and convincingly, the existence of a pre existing business relationship between it and such Person through sufficient commercial documentation. 

This prohibition covers solicitations or contact by the Parties, whether on the Party’s own behalf, as an independent contractor, as a consultant, or any other status.  The Parties are expressly prohibited from going after each other’s talent, Gurus, employees, and/or contractors during the term of the relationship and for a period two (2) years after its expiration.

Restrictive Covenants Non-Disclosure of Confidential Information.  

Disclosures. 

During the term of this Agreement and thereafter (a) the recipient shall hold the disclosing Party’s Confidential Information in strict confidence; and (b) the recipient shall not: (i) use the disclosing Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement; (ii) disclosing the disclosing Party’s Confidential Information to any third party (other than to the recipient’s employees or independent contractors who need to know the Confidential Information to perform the recipients obligations under this Agreement and who are bound by a written agreement containing a non disclosure obligation no less than the requirements of the Parties in this Agreement); or (iii) copy, in whole or in part, the disclosing Party’s Confidential Information, except as authorized in writing by the disclosing Party. 

During the term of this Agreement and thereafter, the recipient will be responsible for any unauthorized disclosure or use of the disclosing Party’s Confidential Information by any of its employees or independent contractors and shall indemnify the disclosing Party for any Losses arising out of such unauthorized disclosure or use. 

This Section does not apply to information (a) otherwise available in the public domain due to no fault of the recipient; (b) which it can prove it possessed prior to the commencement of this Agreement without a breach of this Agreement or duty of confidentiality to the disclosing Party; or (c) which is available to the disclosing Party from an independent source not under any duty of confidentiality with respect to the information subject to disclosure.

Disclosures Allowed by Law. 

Each recipient will be relieved of its obligations under this paragraph if, and to the extent that, disclosure of the disclosing Party’s Confidential Information is required by applicable law, if the recipient, to the extent permitted by applicable law, provides the disclosing Party with prompt written notice of such request or requirement in order to enable the disclosing Party to

(a) seek an appropriate protective order or another remedy;

(b) consult with the recipient with respect to the disclosing Party taking steps to resist or narrow the scope of such request or legal process;

or (c) waive compliance, in whole or in part, with the terms of this Agreement. 

The recipient shall ensure that all Confidential Information and other information so disclosed, is accorded confidential treatment and shall furnish only that portion of the Confidential Information that its counsel advises it, is legally required to be disclosed.

Return of Copies Upon Termination. 

Upon the expiration or earlier termination of this Agreement, or upon the written request of the disclosing Party at any time, the recipient shall deliver to the disclosing Party, all Confidential Information of the disclosing Party in the recipient’s possession and shall not retain any reproductions (in whole or in part) or extracts of any items relating to the disclosing Party’s Confidential Information. 

If it is not practical to return or destroy any Confidential Information, the retaining Party shall notify the disclosing Party and assure the continued confidentiality of such data in perpetuity. Non-Solicitation.

Employee Solicitation. 

The Parties acknowledge and agree that the other’s relationships with its employees are valuable assets and the Confidential Information of the other.  Accordingly, during the term of this Agreement and for six (6) months thereafter, neither Party shall solicit, recruit, or hire or assist, aid nor cooperate with another Party in soliciting, recruiting or hiring the other’s employees who were materially involved with the performance of this Agreement. 

Nothing in this Section, however, will limit either Party’s right to hire any employee of the other who responds to a general solicitation for employment not targeted specifically to such employee or who initiates the request for employment. Vendor & Client Solicitation. 

The Parties acknowledge and agree that the other’s relationship with its existing vendors, suppliers, and clients are valuable assets.  Accordingly, during the term of this Agreement and for the one (1) year thereafter, neither Party shall solicit any of the other Party’s vendors, suppliers, and/or existing clients. 

 Disputes and Arbitration.

The parties desire to resolve disputes arising out of this Agreement without litigation.  Accordingly, except for actions to seek temporary restraining orders or injunctions related to the purposes of this Agreement, or suit to compel compliance with the dispute resolution provision, the parties agree to use the following alternative dispute procedure as their sole remedy with respect to any controversy or claim arising out of or relating to this Agreement or its breach. At the written request of a party, each party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. 

The parties intend that these negotiations be conducted by non-lawyer, and business representatives.  The location, format, frequency, duration, and conclusion of these discussions shall be left to the discretion of the representatives.  Upon agreement between the parties, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. 

Discussions and correspondence among the representatives for the purposes of these negotiations shall be treated as confidential information developed for the purposes of settlement, exempt from discovery and production, which shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of both parties. 

Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration of a lawsuit.If the negotiations do not resolve the dispute within sixty (60) days after the initial written request, the disputes shall be submitted to binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. 

A party may demand such arbitration in accordance with procedures set out in those rules.  Discovery shall be controlled by the arbitrator and shall be permitted to the extent set out in this paragraph.  Each party may submit in writing to a party, and that party shall respond, to a maximum of any combination of thirty-five (35) (none of which may have subplots) of the following: interrogatories, demands to produce documents, and requests for admission.  Each party is also entitled to take the oral deposition of one individual of the other party. 

Additional discovery may be permitted upon mutual agreement of the parties.  The parties shall contract with the arbitrator to commence the arbitration hearing within sixty (60) days of the demand for arbitration.  The arbitration shall be held in City or state.  The arbitrator shall control the scheduling so as to process the matter expeditiously.  The parties may submit written briefs. 

The parties shall require the arbitrator to rule on the dispute by issuing a written opinion within thirty (30) days after the close of the hearings.  The times specified in this paragraph may be extended upon a showing of good cause. 

Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.Each party shall bear its own cost of these procedures.  A party seeking discovery shall reimburse to the responding party the costs of production of documents (to include search time and reproduction costs).  The parties shall equally split the fees of the mediation and the arbitration.

General

Force Majeure. 

Neither Party will be responsible, liable for or deemed in breach of this Agreement because of any delay in or failure to perform its obligations under this Agreement (except for payment obligations) to the extent that such delay or failure is due to unanticipated circumstances beyond the reasonable control of the Party claiming the protection of this Section, such as fire, flood, earthquake, or other natural disaster; governmental order; war, riot, or act of terrorism; and labor disputes. 

Relationship of Parties. 

The Parties to this Agreement are independent contractors. No Construction Against Drafter.  Each Party has participated in negotiating and drafting this Agreement.  Therefore, if an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as if the Parties had drafted it jointly, as opposed to being construed against a Party because it was responsible for drafting one or more terms of this Agreement.

No Third-Party Beneficiaries. 

This Agreement is intended for the sole and exclusive benefit of the Parties and is not intended to confer any benefit upon any other Person whatsoever.  Except for the Parties, no other Person has any right to rely upon this Agreement for any purpose whatsoever.  Unless otherwise agreed upon in writing, AffiliateWorks and/or its Partners will be providing sales and fulfillment for products and services as part of this Campaign. No Waiver.  Any waiver of a provision of this Agreement or of a Party’s right or remedy under this Agreement must be in writing and signed by both Parties to be effective.  

Assignment. 

Neither Party may not assign its rights or delegate its duties under this Agreement without the other Party’s prior express written consent. Severability.  If any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be deemed restated to reflect the original intentions of the Parties as nearly as possible in accordance with Applicable Law, and the remaining provisions of this Agreement will be enforced as if this Agreement were entered into without the invalid provision.  

Governing Law. 

This Agreement is to be construed in accordance with the laws of the State of Alberta, excluding its conflict of law provisions. Jurisdiction and Venue. The laws of the State of Alberta shall govern this Agreement.  Actions in court brought according to the provisions of Paragraph 12 (a) must be brought in the Court of Kings Bench of the Province of Alberta, or in Canada for the District of Alberta, which courts have jurisdiction over the parties 1 and the subject matter of this Agreement.

Entire Agreement. 

This Agreement executed by the authorized representatives of the Parties in connection herewith, all of which are incorporated herein by this reference, contains the entire understanding of the Parties with respect to subject matter and supersedes all prior agreements, negotiations, and understandings between the Parties on the subject matter.  This Agreement cannot be amended, or a provision waived except by a written instrument signed by the authorized representatives of the Parties.

Counterparts. 

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one agreement.Notices.  All notices, reports, and other communications provided for under this Agreement must be in writing and sent to: 

AffiliateWorks

“Hedhaus Inc or Nigel’s Agency LLC” 

1209 177A Street SW

Edmonton, Alberta, T6W2A1

Attention: Legal Department   AFFILIATE

SECTION 12 – ERRORS, INACCURACIES AND OMISSIONS

OCCASIONALLY THERE MAY BE INFORMATION ON OUR SITE OR IN THE SERVICE THAT CONTAINS TYPOGRAPHICAL ERRORS, INACCURACIES OR OMISSIONS THAT MAY RELATE TO PRODUCT DESCRIPTIONS, PRICING, PROMOTIONS, OFFERS, PRODUCT SHIPPING CHARGES, TRANSIT TIMES AND AVAILABILITY. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS, INACCURACIES OR OMISSIONS, AND TO CHANGE OR UPDATE INFORMATION OR CANCEL ORDERS IF ANY INFORMATION IN THE SERVICE OR ON ANY RELATED WEBSITE IS INACCURATE AT ANY TIME WITHOUT PRIOR NOTICE (INCLUDING AFTER YOU HAVE SUBMITTED YOUR ORDER).

WE UNDERTAKE NO OBLIGATION TO UPDATE, AMEND OR CLARIFY INFORMATION IN THE SERVICE OR ON ANY RELATED WEBSITE, INCLUDING WITHOUT LIMITATION, PRICING INFORMATION, EXCEPT AS REQUIRED BY LAW. NO SPECIFIED UPDATE OR REFRESH DATE APPLIED IN THE SERVICE OR ON ANY RELATED WEBSITE, SHOULD BE TAKEN TO INDICATE THAT ALL INFORMATION IN THE SERVICE OR ON ANY RELATED WEBSITE HAS BEEN MODIFIED OR UPDATED.

SECTION 13 – PROHIBITED USES

IN ADDITION TO OTHER PROHIBITIONS AS SET FORTH IN THE TERMS OF SERVICE, YOU ARE PROHIBITED FROM USING THE SITE OR ITS CONTENT: (A) FOR ANY UNLAWFUL PURPOSE; (B) TO SOLICIT OTHERS TO PERFORM OR PARTICIPATE IN ANY UNLAWFUL ACTS; (C) TO VIOLATE ANY INTERNATIONAL, FEDERAL, PROVINCIAL OR STATE REGULATIONS, RULES, LAWS, OR LOCAL ORDINANCES; (D) TO INFRINGE UPON OR VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS OR THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS; (E) TO HARASS, ABUSE, INSULT, HARM, DEFAME, SLANDER, DISPARAGE, INTIMIDATE, OR DISCRIMINATE BASED ON GENDER, SEXUAL ORIENTATION, RELIGION, ETHNICITY, RACE, AGE, NATIONAL ORIGIN, OR DISABILITY; (F) TO SUBMIT FALSE OR MISLEADING INFORMATION; (G) TO UPLOAD OR TRANSMIT VIRUSES OR ANY OTHER TYPE OF MALICIOUS CODE THAT WILL OR MAY BE USED IN ANY WAY THAT WILL AFFECT THE FUNCTIONALITY OR OPERATION OF THE SERVICE OR OF ANY RELATED WEBSITE, OTHER WEBSITES, OR THE INTERNET; (H) TO COLLECT OR TRACK THE PERSONAL INFORMATION OF OTHERS; (I) TO SPAM, PHISH, PHARM, PRETEXT, SPIDER, CRAWL, OR SCRAPE; (J) FOR ANY OBSCENE OR IMMORAL PURPOSE; OR (K) TO INTERFERE WITH OR CIRCUMVENT THE SECURITY FEATURES OF THE SERVICE OR ANY RELATED WEBSITE, OTHER WEBSITES, OR THE INTERNET. WE RESERVE THE RIGHT TO TERMINATE YOUR USE OF THE SERVICE OR ANY RELATED WEBSITE FOR VIOLATING ANY OF THE PROHIBITED USES.

SECTION 14 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF OUR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY US) PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.

IN NO CASE SHALL AffiliateWorks COMMUNICATIONS., OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICE OR ANY PRODUCTS PROCURED USING THE SERVICE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

SECTION 15 – INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS AffiliateWorks COMMUNICATIONS AND OUR PARENT, SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, SUBCONTRACTORS, SUPPLIERS, INTERNS AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THESE TERMS OF SERVICE OR THE DOCUMENTS THEY INCORPORATE BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD-PARTY.

SECTION 16 – SEVERABILITY

IN THE EVENT THAT ANY PROVISION OF THESE TERMS OF SERVICE IS DETERMINED TO BE UNLAWFUL, VOID OR UNENFORCEABLE, SUCH PROVISION SHALL NONETHELESS BE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THE UNENFORCEABLE PORTION SHALL BE DEEMED TO BE SEVERED FROM THESE TERMS OF SERVICE, SUCH DETERMINATION SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY OTHER REMAINING PROVISIONS.

SECTION 17 – TERMINATION

THE OBLIGATIONS AND LIABILITIES OF THE PARTIES INCURRED PRIOR TO THE TERMINATION DATE SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR ALL PURPOSES.

THESE TERMS OF SERVICE ARE EFFECTIVE UNLESS AND UNTIL TERMINATED BY EITHER YOU OR US. YOU MAY TERMINATE THESE TERMS OF SERVICE AT ANY TIME BY NOTIFYING US THAT YOU NO LONGER WISH TO USE OUR SERVICES BY SUPPORT EMAIL [email protected], OR TO THE PROVISIONED MERCHANTS WHO REPRESENT US, OR WHEN YOU CEASE USING OUR SITE.

IF IN OUR SOLE JUDGMENT YOU FAIL, OR WE SUSPECT THAT YOU HAVE FAILED, TO COMPLY WITH ANY TERM OR PROVISION OF THESE TERMS OF SERVICE, WE ALSO MAY TERMINATE THIS AGREEMENT AT ANY TIME WITHOUT NOTICE AND YOU WILL REMAIN LIABLE FOR ALL AMOUNTS DUE UP TO AND INCLUDING THE DATE OF TERMINATION; AND/OR ACCORDINGLY MAY DENY YOU ACCESS TO OUR SERVICES (OR ANY PART THEREOF).

SECTION 18 – ENTIRE AGREEMENT

THE FAILURE OF US TO EXERCISE OR ENFORCE ANY RIGHT OR PROVISION OF THESE TERMS OF SERVICE SHALL NOT CONSTITUTE A WAIVER OF SUCH RIGHT OR PROVISION.

THESE TERMS OF SERVICE AND ANY POLICIES OR OPERATING RULES POSTED BY US ON THIS SITE OR IN RESPECT TO THE SERVICE CONSTITUTES THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN YOU AND US AND GOVERN YOUR USE OF THE SERVICE, SUPERSEDING ANY PRIOR OR CONTEMPORANEOUS AGREEMENTS, COMMUNICATIONS AND PROPOSALS, WHETHER ORAL OR WRITTEN, BETWEEN YOU AND US (INCLUDING, BUT NOT LIMITED TO, ANY PRIOR VERSIONS OF THE TERMS OF SERVICE).

ANY AMBIGUITIES IN THE INTERPRETATION OF THESE TERMS OF SERVICE SHALL NOT BE CONSTRUED AGAINST THE DRAFTING PARTY.

SECTION 19 – GOVERNING LAW

THESE TERMS OF SERVICE AND ANY SEPARATE AGREEMENTS WHEREBY WE PROVIDE YOU SERVICES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ALBERTA, CANADA.

SECTION 20 – CHANGES TO TERMS OF SERVICE

YOU CAN REVIEW THE MOST CURRENT VERSION OF THE TERMS OF SERVICE AT ANY TIME AT THIS PAGE.

WE RESERVE THE RIGHT, AT OUR SOLE DISCRETION, TO UPDATE, CHANGE OR REPLACE ANY PART OF THESE TERMS OF SERVICE BY POSTING UPDATES AND CHANGES TO OUR WEBSITE. IT IS YOUR RESPONSIBILITY TO CHECK OUR WEBSITE PERIODICALLY FOR CHANGES. YOUR CONTINUED USE OF OR ACCESS TO OUR WEBSITE OR THE SERVICE FOLLOWING THE POSTING OF ANY CHANGES TO THESE TERMS OF SERVICE CONSTITUTES ACCEPTANCE OF THOSE CHANGES.

SECTION 21 – CONTACT INFORMATION

QUESTIONS ABOUT THE TERMS OF SERVICE SHOULD BE SENT VIA EMAIL TO [email protected]