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Affiliate Service Agreement This Affiliate Service Agreement, (hereinafter referred to as the "Agreement") is made by and agreed to between IntactMedia Inc. ("IntactEarnings"), and you ("You"). As an application service provider, IntactEarnings facilitates "Affiliate Marketing Programs" through the provision of services via the Internet. An "Affiliate Marketing Program" (or "Program") is where a person, entity, affiliate or its agent ("Affiliate") operating one or more "Web site(s)" (domain or portion of a domain within the Internet and/or subscription email list(s) may earn financial compensation ("Commission") for sales and/or leads ("Transactions"), made from such Affiliate's Web site or subscription emails through a click made by a visitor ("Customer") to the Affiliate's Web site on an Internet gateway ("Link") to a Web site or Web site content operated by another person or entity ("the Merchant"). The Merchant compensates the Affiliate, in accordance with this Agreement and the Program Commission specifications. In the context of Your Program, You are referred to herein as an Affiliate. Enrollment in the Program To begin the enrollment process, You will submit a complete Registration form via the IntactEarnings Web site. You will receive Your Affiliate ID and password via email. Your Affiliate account will be activated when You login successfully for the first time. Then You will apply individually to the Merchant Programs You are interested in. IntactEarnings, or its Merchant may reject Your application in its sole discretion for any reason, including but not limited to a determination that Your Web site is unsuitable for or incompatible with the Affiliate Program; that Your Web site incorporates images or content that is any way unlawful, offensive, profane, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable; that Your Web site facilitates illegal activity, promotes or depicts sexually explicit, obscene or pornographic images; promotes or depicts violence; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; that Your Web site incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights; or that Your Web site contains or promotes politically sensitive or controversial issues (collectively "Restricted Content"). Your Web site may also be deemed unsuitable if You mislead others, engage in spamming, indiscriminate advertising or unsolicited commercial email, or operate or utilize a Web site or email Link to Web sites that contain or promote Restricted Content. If IntactEarnings rejects Your application, You are welcome to reapply to the Program at any time. Please only reapply if You have substantially changed Your Web site. Please note that if IntactEarnings accepts Your application and Your Web site is thereafter determined (at our sole discretion) to be unsuitable for the Program, IntactEarnings may terminate this Agreement. Links to the Merchant's Web Site Once You have activated Your Affiliate account, You may provide on Your Web site one or more of the various Links to any of the Merchants' Web sites that will be made available to You through the IntactEarnings Web Site. IntactEarnings and its Merchants will occasionally change the appearance and type of Links made available to Affiliates. IntactEarnings and its Merchants may change the appearance of these Links and may make changes to their appearance at any time without Your prior consent or notification. .If such Links are not dynamically updated through the Program, You are obligated to update Links to the Merchant's Web site or Web site content when notified to do so in order to earn Commissions. To permit accurate tracking, reporting, and Commission accrual, IntactEarnings will provide You with unique Link formats to be used between Your Web site and the Merchant's Web site. You must ensure that each of the Links between Your Web site and the Merchant's Web site properly utilizes such special Link formats. You will only earn referral fees with respect to Transactions on the Merchant's Web site occurring directly through unique Links. IntactEarnings will not be liable to You with respect to any failure by You to use unique Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to You pursuant to this Agreement. Use of Links to Merchants You may not place Links to the Merchant's Web site or Web site content in newsgroups, message boards, unsolicited email and other types of spam, banner networks, counters, chatrooms, guestbooks, IRC channels or through similar Internet resources. You must place Links to the Merchant's Web site or Web site content such that it is unlikely that the Links will mislead the Customer, and such that it is reasonably likely that the Links will deliver legitimate Transactions by the Customer to the Merchant from the Link. You shall not establish or cause to be established any promotion that provides any rewards, points or compensation for Transactions, or that allows third parties to place a Merchant's Links on its Web site or in its emails, unless You receive the Merchant's prior written permission, upon notification to and verification by IntactEarnings. Order Processing The Merchant will process product orders placed by Customers who visit them through a Link from Your Web site. The Merchant reserves the right to reject orders that do not comply with any requirements that they establish. The Merchant will be responsible for all aspects of order processing and fulfillment, including but not limited to; order form preparation, payment processing, cancellations, and returns, and Customer service. IntactEarnings will track sales made to Customers who purchase products using unique Links from Your Web site to the Merchant's Web site. To permit accurate tracking, reporting, and fee accrual, You must ensure that the unique Links between Your Web site and the Merchant's Web site are properly formatted. Commission Fees IntactEarnings will pay You Commissions on all sales and leads (depending on Program) from Customers referred from Your Web site based on gross sales before taxes and shipping. Merchants may discontinue Programs, or decrease any Commission rate upon 7 days written notice with effect from the 8th day from such notice. IntactEarnings will send You a notice via email regarding each change in Commission rate(s) or Program discontinuation. You will be solely responsible for all taxes applicable to Commissions You receive and indemnify and hold harmless IntactEarnings in respect to any claims, assessments, penalties or payments on account of taxes or duties due on the Commissions paid by IntactEarnings to You which may be required by any competent fiscal or government authority. Commission Payment IntactEarnings will pay You Commissions on a monthly basis. About 25 days after the end of each calendar quarter IntactEarnings will send You a cheque for the Commissions earned on sales and leads that were generated during the previous month, less any taxes that we are required by law to withhold. However, if the fees payable to You for any calendar month are less than $30 Canadian (Minimum Payout) IntactEarnings will carry it to the next month until the total amount due is at least $30 or (if earlier) until this Agreement is terminated. IntactEarnings, in its sole discretion, may notify You via email of suspension of a Merchant's Program. During a suspension IntactEarnings and the Merchant shall have no obligation to make payment of any Commissions. When a Merchant is suspended their Links will no longer direct the Customer to the Merchant's Web site but will simply refresh Your Web page, thereby ceasing to create traffic to a suspended Merchant and preventing ineligible transactions through the Program. The number or amount of Transactions, credits for Commission, and debits for Order Reversals, as calculated by IntactEarnings shall be final and binding on You. Your Account balance shall appear in Canadian Dollars. However, if You request to be paid in U.S. currency, the conversion rate shall be determined using the rates prevailing upon the date that payment is made to You, or upon the basis of historical conversion rates if rates are unavailable at such time. Order Reversal A Merchant may request that IntactEarnings, or IntactEarnings may on its own initiative, debit Your Account with an amount equal to a Commission previously credited to Your Account in circumstances of a: product return; duplicate entry or other clear error; non-bona fide Transaction; or, with respect to a sale, non-receipt of payment from, or refund of payment to, the Customer by the Merchant ("Order Reversal"). An Order Reversal requested by a Merchant may be applied up to and including the 60th day after the end of the month in which the Commission was earned. A Merchant may request that a Commission is not issued on the 25th of the month following the month in which the Transaction occurred, only in circumstances where the Merchant is verifying a Lead (for Lead Campaigns) or the Merchant has a product return policy or offer to the Customer that allows the Customer to return the product during a 60 day period (but not beyond). If an Order Reversal is necessary IntactEarnings will deduct the corresponding Commission from Your next monthly payment. If there is no subsequent payment, IntactEarnings will send You a bill for the fee. You must immediately remit a payment to IntactEarnings in an amount sufficient to bring Your Account to a zero balance. You may make payments via cheque, wire transfer, or certain credit cards over the Web or by phone. If You have a negative balance for any period of 45 days or more, Your Account is subject to 1.5% interest per month, compounded monthly. Your Account may be deactivated for non-payment. Pricing, Promotions and Availability When using product, promotion or content Links please be aware that product prices, promotions and availability may vary from time to time depending on the Merchant. Because price changes may affect products that You have listed on Your Web site, You should carefully consider including price information in Your product descriptions. IntactEarnings cannot guarantee the availability or price of any particular product. Terms and Notices of the Agreement The terms of this Agreement will begin upon our acceptance of Your Program application and will end when terminated by either party. You may terminate this Agreement at any time, with or without cause, by giving IntactEarnings written notice of termination. IntactEarnings or the Merchant may terminate Your Web site or subscription email lists, from the Merchant's Program upon 7 days written notice for reasons of convenience. IntactEarnings or the Merchant may terminate You upon notification to You for any of the following material breaches: Your Web site incorporates images or content that is in any way unlawful, offensive, profane, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable; Your Web site facilitates illegal activity, promotes or depicts sexually explicit, obscene or pornographic images; promotes or depicts violence; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; Your Web site incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights; or Your Web site contains or promotes politically sensitive or controversial issues (collectively "Restricted Content"). Your Web site may also be terminated if You mislead others, engage in spamming, indiscriminate advertising or unsolicited commercial email, establish any promotion that provides any rewards, points or compensation for Transactions, or allow third parties to place Links to the Merchant's Web site or Web site content, without such Merchant's prior written permission, or dilute, blur or tarnish the value of the Merchant's trademarks, tradenames, and/or service marks or operate or utilize a Web site or email Link to Web sites that contains or promotes Restricted Content. You are only eligible to earn Commissions occurring during the term of this Agreement. IntactEarnings may withhold Your final Commission payment for a reasonable time to ensure that there are no Order Reversals. Upon the termination of this Agreement for any reason, You will immediately cease use of, and remove from Your Web site, all Links to the Merchants' Web sites, and all of their trademarks, trade dress and logos, and all other materials provided by or on behalf of IntactEarnings and the Merchants to You in connection with the Program. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement via email with the subject line of "IMPORTANT LEGAL NOTICE", to IntactEarnings, legal@intactmedia.com, and, for You, at the email address listed on Your Account. Emailed notices shall be effective upon the logging by sender's server of delivery confirmation. The obligations, as set out in the section "Confidentiality of Information and Non-Disclosure", shall survive termination or expiration of the Agreement. Confidentiality of Information and Non-Disclosure During the course of this Agreement You or IntactEarnings may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party ("Information"). Therefore this Agreement witnesses that, in consideration of the Program, the parties agree as follows: 1. The Information, and all rights, title and interest thereto, shall remain the property of the respective party. You or IntactEarnings shall not use, reproduce or directly or indirectly disclose or allow access to the Information. You or IntactEarnings shall only use the Information for the purpose of the Program and shall not use the Information for its own business without prior consent by You or IntactEarnings. 2. You or IntactEarnings shall protect the confidentiality of the Information with at least the same diligence and care with which it protects the confidentiality of its own Information. 3. You or IntactEarnings shall disclose the Information only to those of its own agents or employees who require the Information for the purpose of the Program. Prior to disclosing the Information to its own agents or employees, the Recipient shall issue appropriate instructions to satisfy its obligations under the Agreement. The Recipient however, will remain fully liable for any breach of its obligations caused by the actions or omissions of any of its agents or employees. 4. Upon termination, for any reason, of the Program or upon the request of the respondent, You or IntactEarnings shall promptly return all information and copies thereof or shall destroy such information and copies as directed by the respective party. 5. You or IntactEarnings shall not be liable for disclosure of the Information upon the occurrence of one or more of the following events: a. Information enters the public domain other than through a breach of this Agreement, b. Information is subsequently lawfully obtained by the respondent from a third party or parties without breach of this Agreement, c. Information was known to You or IntactEarnings prior to its initial disclosure by the other, and d. You or IntactEarnings has provided prior express written approval for disclosure of the Information. The Information that You supply to establish and maintain Your Account shall be Your Confidential Information, and You agree that IntactEarnings may provide Your email address(es) and basic Affiliate Account detail (including but not limited to Web site name (if applicable), date Web site or subscription email first entered into operation, and visitor demographics) to Merchants. You shall be responsible for all usage and activity on Your account and for loss, theft or unauthorized disclosure of Your password (other than through IntactEarnings' grossly negligent or willful misconduct or omission). You shall provide IntactEarnings with prompt written notification to legal@intactmedia.com of any known or suspected unauthorized use of Your Account or breach of the security of Your Account. Limited License For each Merchant whose Program You have been accepted to, IntactEarnings grants You a nonexclusive, non-transferable, royalty free, revocable international sublicense to display the graphic image and text provided for Affiliates on the Affiliates Web Site and such other images for which IntactEarnings grants express permission, solely for the purpose of Promoting the Merchant's Program and subject to the terms and conditions of this Agreement. You may not modify the graphic image or text, or any other of the Merchant's images, in any way. IntactEarnings and the Merchants reserve all of their respective rights in the graphic image and text, any other images, trade names and trademarks, and all other intellectual property rights ("Marks"). You will not challenge the validity of or attempt to register any of the Marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or Marks or create any combination marks with the Marks. You acknowledge the Merchant's ownership and exclusive right to use the Marks and agree that all goodwill arising as a result of the use of the Marks shall inure to the benefit of the Merchant. IntactEarnings or the Merchant may revoke Your right to use at any time by giving You written notice. You grant to IntactEarnings a nonexclusive, non-transferable, royalty free, revocable international license to display on and distribute from IntactEarnings' Web site Content that You provide to IntactEarnings for the limited purposes of promoting You to Merchants, subject to the terms and conditions of this Agreement and the Merchant's Service Agreement. You also grant IntactEarnings a nonexclusive, non-transferable, royalty free, revocable sublicense to allow Your Merchants to display Your content, for the limited purpose of advertising that You are a member of a Merchant's Program. Your Merchants may not distribute and/or sublicense Your Content unless authorized by Your written permission. IntactEarnings and sub-licensees shall not otherwise copy nor modify, in any way, any Content that You have made available through the Program pursuant to the foregoing license. IntactEarnings and the sub-licensees may not remove or alter any copyright or trademark notices. You agree that Your use of any IntactEarnings Web site and Your use of any IntactEarnings Content or Links is subject to the license and terms of use that are available from such Web site ("Terms of Use"). Each party may make statements that it is doing business with the other and use the other's logo with such statements. Responsibility for Your Web Site You will be solely responsible for the development, operation, and maintenance of Your Web site and for all materials that appear on Your Web site. IntactEarnings disclaims all liability for these matters. Further, You will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of Your Web site. Modification IntactEarnings may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by changing this Agreement as posted on our Web site. Modifications may include, for example, changes in the scope of available Commissions and referral fees, Commission and referral 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 CHANGES TO THIS AGREEMENT ON OUR WEB SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. Relationship of Parties You and IntactEarnings are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, 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 Web site or otherwise, that reasonably would contradict anything in this Agreement. IntactEarnings and/or the Merchants may cite Your name or URL in connection with Your participation in the Program in materials including but not limited to postings on our Web site, newsletters, advertisements, and other communications. Limitation of Liability Any aggregate liability of either party arising with respect to this Agreement and the Program will not exceed the total of Your Commissions paid or payable to You by IntactEarnings and interest paid or payable by You to IntactEarnings during the term of this Agreement. Neither party shall be liable to the other party, or any third party, 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 advised of the possibility of such damages. Indemnification Each party ("indemnitor") shall defend, indemnify and hold the other party ("indemnitee") harmless against all claims, suits, costs, damages and judgments incurred, claimed or sustained by third parties, including but not limited to Merchants, for the indemnitor's breach of this Agreement and for claims of product liability and/or malpractice or misfeasance in the performance of services ("Claims"). Should any Claim give rise to a duty of indemnification under the provisions of this Agreement, then the indemnitee shall promptly notify the indemnitor, and the indemnitee shall be entitled, at its own expense, and upon reasonable notice to the indemnitor, to participate in, control the defense, compromise and to defend such Claim. The indemnitor may not settle any claim without the consent of the indemnitee, except upon terms and conditions offered or consented to by the indemnitee, which consent shall not be unreasonably withheld. Neither participation nor control in the defense shall waive or reduce any obligations to indemnify or hold harmless. Force Majeure Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, strikes, shortages, riots, governmental action, labor conditions, insurrection, war (or similar), fires, explosions, flood, storm, earthquakes, and other acts of God. Severability/Waiver If any provision or any part of any provision of this Agreement is held to be unenforceable, invalid, or illegal, then it shall be severable and deemed to be deleted and the remaining provisions of this Agreement shall remain valid and binding. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver. Disclaimers IntactEarnings makes no express or implied warranties or representations with respect to the success of 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, IntactEarnings makes no representation that the operation of our Web site or the Merchant's Web site will be uninterrupted or error-free, and IntactEarnings will not be liable for the consequences of any interruptions or errors. Headings The section headings used herein are for convenience of reference only and do not form a part of the Agreement and no construction or inference shall be derived therefrom. Governing Law This Agreement shall be governed and interpreted in accordance with the laws of the Province of Ontario and the applicable laws of Canada. The parties hereby agree to the non-exclusive jurisdiction of the courts of the Province of Ontario. Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT INTACTEARNINGS 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. Privacy Policy End User Privacy Collection of Data IntactEarnings does not track or collect the identity or contact information of end users. IntactEarnings' Affiliate Marketing Network technology collects and analyzes anonymous Internet browsing and online purchase data when tracking Internet Users' activities through links beginning from an Affiliate's web site or subscription e-mail to a Merchant's web site. IntactEarnings does not collect users' names, physical addresses, e-mail addresses, phone numbers, credit card numbers, or any other information which can be used to identify a specific person. IntactEarnings' technology records IP addresses, but does not associate any IP address with an organization or individual. When an Internet end user visits an IntactEarnings Affiliate site, IntactEarnings records a session variable which is unique to the Internet User. The technology then collects another session variable when the User enters a Merchant site and another variable when the User signs up as a lead or makes a purchase. Only IntactEarnings has access to the variables assigned to the user's session. None of the variables are used in profiling end users. Use and Disclosure of Data IntactEarnings does not sell, rent, or disclose personally identifying information. IntactEarnings uses anonymous user information to create reports outlining browsing, purchasing and lead generation activities for the purposes of the Network Program. At present, all information processing occurs in Canada. Affiliate and Merchant Privacy Due to the nature of the relationships that IntactEarnings facilitates through its Affiliate Network, it necessarily has access to a great deal of information about its merchants and its affiliates and the performance data for their programs. Therefore to ensure the privacy of IntactEarnings' merchants and affiliates, IntactEarnings does not share any personally identifiable information about either nor information about the performance of their respective programs with anyone other than between the merchants and their affiliates and vice versa. Identifiable information includes but is not limited to email address, Web site name, date Web site originated, and visitor demographics and can be accessed through the IntactEarnings member Web site. The exchange of this information is expressly for the purpose of evaluating a potential affiliate partnership and to faciliate the on-going relationship once an affiliate partnership is established. Both parties will be given access to data outlining the success of the affiliate partnership including anonymous Internet user data. Affiliates agree to be solicited for Merchant programs by IntactEarnings for the purposes of the IntactEarnings Network Program. If an Internet User gives permission to either the merchant or the affiliate (in the case of a rewards or membership program) to record personally identifiable information, the information will remain anonymous to IntactEarnings. The merchant and the affiliate may at any time view, or modify their own personally identifiable information that is recorded about them at the time of registering for the Program by updating their profiles within the IntactEarnings' Web site. Security Measures IntactEarnings employs industry standard security measures to ensure the security of all data. All merchant, affiliate and anonymous Internet user data is protected through user ids and passwords that are stored on an encrypted database. Access to merchant, affiliate and anonymous Internet User data is accessible via password through the Merchant and Affiliate Member Accounts on the IntactEarnings Web site by the appropriate Merchants and Affiliates and by IntactEarnings employees who require system level access in order to perform their job functions such as reporting and paying out commissions. Each Merchant and Affiliate is responsible for maintaining the confidentiality of his own password used to access the IntactEarnings Member accounts. Any breach in confidentiality will immediately result in the termination of the password access and a new password will be issued. E-mail Personal information gathered by IntactEarnings at the time of registration about a Merchant or Affiliate is used only for the purposes outlined by the IntactEarnings web site and is not shared by third parties. All information is provided on a voluntary basis and any communications resulting from the registration of Merchants and Affiliates is also on a voluntary basis, and can be discontinued by the respective party at any time. All email between IntactEarnings and its Merchants and Affiliates is strictly opt-in in nature. IntactEarnings will never intentionally send unsolicited email that could legitimately be considered spam. Merchants and Affiliate Web Sites IntactEarnings encourages Merchants and Affiliates to adopt responsible approaches to online marketing, but is not responsible for the information practices of Merchants or their Affiliates. Merchants and Affiliates may collect information from or about Internet users, including personal information. The collection, use, and disclosure of information by Merchants and Affiliates are subject to their respective privacy policies. Merchants and Affiliates agree not to engage in spamming, unsolicited e-mail and indiscriminate advertising. Changes to this Statement IntactEarnings may update this Privacy Policy from time to time for reasons of necessity based on business requirements, technologies or legal obligations. Any material changes will be posted prominently on this site. Except as otherwise required by law, modifications to this Privacy Policy will not affect the privacy of data collected by IntactEarnings prior to the effective date of the policy change.
I ACCEPT

We thank you for taking the time to complete this form. Please be assured that your information will be held confidential and will be used for IntactEarnings' internal purposes only.

Once this form is submitted, IntactEarnings will evaluate your site, and an email will be sent to you with your username and password so that you may apply to merchant programs and select links.

We look forward to the prospect of developing a relationship together.

Sincerely,

IntactEarnings, a division of IntactMedia Inc.