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Terms and Conditions - Affiliates Referrals

This Agreement is legally enforceable. Please read all the terms carefully. By submitting the Application and by referring Referred Customers, you are agreeing that you have read and understood the terms and conditions of this Agreement and that you agree to be legally bound by the provisions of this Agreement.

 

AFFILIATE REFERRAL TERMS AND CONDITIONS

 

The following terms and conditions, together with the online application (the “Application”; collectively with the terms and conditions, this “Agreement”) govern the agreement between DJKonsulting Inc.com. (“DJK”), an Alberta-based company and affiliates (“you”, “your”, “Affiliate”) regarding your participation in DJK’s affiliate program (the “Affiliate Program”).  In these terms and conditions, DJK and you are each referred to as a “party” and collectively as the “parties”. 

By participating in the Affiliate Program, you will have the opportunity to earn money from Commissions (as defined below) when people you refer to DJK (each new and unique customer referred by you to DJK, a “Referred Customer”) purchase any of DJK’s Eligible Products (as defined below).  This Agreement sets forth your rights and obligations as a member of the Affiliate Program. 

 

You acknowledge and agree that your rights under this Agreement, including the right to identify as a member of the Affiliate Program, begin only when you agree to be bound by the provisions of this Agreement by submitting and clicking “I Agree” on the Application (the “Effective Date”), and only for as long as you are a member in good standing with the Affiliate Program. 

 

1. REPRESENTATIONS AND WARRANTIES.

 

1.1 – By submitting the Application to DJK, you agree to be bound by the provisions of this Agreement and you represent and warrant to DJK that:

 

  • you have reviewed and fully understand the provisions of this Agreement;

  • your acceptance of this Agreement and participation in the Affiliate Program will not violate (i) any provision of law, rule, or regulation to which you are subject; (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties; (iii) any provision of your by-laws or certificate of incorporation; or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties;

  • the referral services provided by you hereunder, including with respect to the marketing and advertising materials created or used by you, will not infringe the intellectual property rights or plagiarize any work (or part thereof) of any third party, and you will comply with and ensure that any and all advertising and promotional materials prepared by you in the course of providing the referral services hereunder are compliant with the requirements of all applicable intellectual property, advertising and marketing laws, regulations and policies; and

  • you are at least 18 years of age.

 

2. INDEPENDENT CONTRACTOR.

 

  • As a result of the relationship created by this Agreement, you are an independent contractor of DJK.  Nothing contained in this Agreement will be interpreted to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.  You have no authority to bind DJK in any respect, it is intended that you will remain responsible for your own actions.  You are retained only for the purposes and to the extent set out in this Agreement.

  • DJK will not make any statutory source deductions from the Commission payable to you under this Agreement and You are solely responsible for withholding and remitting any federal, state, provincial or local payroll-related or other income-associated taxes, payments, or assessments related to the performance of the referral services hereunder, including in respect of workers’ compensation insurance premiums and you acknowledge that DJK is not required to make, and will not make, any remittances and payments required of employers by statute on your behalf.

 

3. ELIGIBLE PRODUCTS; COMMISSION.  

 

3.1 – “Eligible Products” means any products and services offered by DJK (as defined below with Section 3.3); provided that DJK may at any time and from time to time at its sole discretion, add, remove, amend, or replace any of the Eligible Products, and you agree that such addition, removal, amendment, or replacement will not frustrate or nullify this Agreement.

 

4. REFERRAL TRACKING.

 

4.1 – You will receive a unique Affiliate URL (the “Affiliate Link”), which you will use to advertise and promote the Eligible Products.  When a Referred Customer clicks through your Affiliate Link, a cookie or similar tracking technology (a “Cookie”) will be set in the Referred Customer’s browser for a period of 30 days after the Referred Customer clicks through your Affiliate Link (the “Active Period”).  When the Referred Customer creates a DJK account by using your Affiliate Link within the Active Period, the Cookie on the Referred Customer’s browser that corresponds to your Affiliate Link will be tracked.  If the Referred Customer completes the purchase of an Eligible Product during the Active Period, then a sale (each, a “Sold Account”) will be registered on your DJK Affiliate profile and a Commission in connection with such Sold Account will be payable by DJK to you in accordance with the provisions of this Agreement.  For greater certainty, if a Referred Customer purchases an Eligible Product after the expiration of the Active Period, then a Sold Account will not be registered on your DJK Affiliate profile.

 

4.2 – In the event that:

 

  • a Referred Customer has active Cookies for multiple Affiliates, the most recently acquired Cookie will determine which Affiliate is credited with such sale and which Affiliate will have a Sold Account registered on their DJK Affiliate profile; and

  • a Referred Customer is using cookie-blocking software, pixel-blocking software or other similar software which prevents DJK from tracking your Affiliate Link, or if the Affiliate Link is altered in any way, then a Sold Account will not be registered on your DJK Affiliate profile with respect to any Eligible Products purchased by such Referred Customer.

 

8. MARKETING AND ADVERTISING.

 

8.1 – You will comply with DJK’s Marketing and Advertising Policy in any and all of your marketing and advertising activities in connection with this Agreement and you represent and warrant to DJK that none of your marketing practices violate the Marketing and Advertising Policy.

 

8.2 – You acknowledge and agree that it is your obligation, exclusively, to ensure that all of your communications comply with state and local anti-spamming or analogous laws.

 

8.3 – You will bear your own costs and expenses incurred by you in connection with this Agreement (including, but not limited to, all marketing, legal, accounting, and other advisory fees incurred in connection with this Agreement and the arrangements contemplated hereby) and DJK will not be responsible or liable for any such costs and expenses.

 

8.4 – On any website or other written media that you advertise DJK or any of its products or services, you will clearly and plainly display (not in a link, or in small font) the following disclaimer language:

 

“I am an independent affiliate of DJKonsulting Inc.com. (“DJK”) and am not an employee of DJK. I receive referral payments from DJK. The opinions expressed herein are my own opinions and are not official statements of DJK.  DJK does not accept responsibility for the adequacy or accuracy of the statements herein.”

 

9. INVENTORY LOADING/REBATES. 

 

9.1 – Affiliates who, among other things, (i) share the same personal/company details, including but not limited to, last name, email address, IP address, website details, or commission payment details, as a Referred Customer or (ii) pay for another person’s account, will be deemed to have made a “Self-Referral”. The commission is not payable by DJK to you with respect to any “Self-Referral”. DJK, in its sole discretion, will determine the classification of any referral as a “Self-Referral.”

 

9.2 You are not permitted to offer cash rebates or other monetary incentives to Referred Customers. Violation of this Article 9 will constitute a material breach of this Agreement and, if you breach this Article 9, you agree to repay to DJK all Commissions paid by DJK to you in connection with such breach.

 

10. LICENSES. 

 

10.1 – You hereby grant DJK the non-exclusive right and license to reproduce, use, exhibit, display, broadcast and distribute, alter, manipulate, and create derivative works out of, any and all photographs, videos and/or audio recordings submitted by you to DJK or taken or created by you in connection with this Agreement (collectively, the “Affiliate Materials”).

 

10.2 – You hereby waive any and all rights:  (i) to approve the use of or inspect DJK’s use of the Affiliate Materials (including print, internet, film, television, and no matter how distributed or published) for any purpose; (ii) in and to the Affiliate Materials; and (iii) to royalties or other compensation arising from or related to the use of the Affiliate Materials.

 

10.3 – DJK hereby grants you a non-exclusive, non-transferable, revocable license (i) to access DJK’s website through the Affiliate Links solely in accordance with the provisions of this Agreement; and (ii) to use the DJK trademark, logo and similar identifying material provided by DJK to you (collectively, the “DJK Materials”) solely in connection with such Affiliate Links and for the purpose of selling the Eligible Products, provided that you will only be permitted to use the DJK Materials in accordance with the Marketing and Advertising Policy.  You may not alter, manipulate, or create derivative works out of the DJK Materials in any way.  You are only entitled to use the DJK Materials while you are an Affiliate in good standing and in compliance with the provisions of this Agreement.

 

10.4 – Except as pursuant to Section 10.3 and notwithstanding any other provision of this Agreement, neither the entry into this Agreement by the parties nor the performance by the parties of their obligations hereunder will provide you or any Referred Customer with any interest or title in, or right or license to use, either during the Term or upon the termination of this Agreement, any intellectual property owned by or licensed to DJK, without the prior written consent of DJK.

 

11. TERM AND TERMINATION.  

 

11.1 – This Agreement will be effective during the term (the “Term”), which Term begins on the Effective Date and will continue month-to-month until terminated by either party pursuant to this Article 11.

 

11.2 – You may terminate this Agreement at any time.  You may discontinue your participation in the Affiliate Program by providing written notice to DJK, removing your Affiliate Link (as defined below) from your website, and no longer promoting DJK.  For accounting purposes, DJK’s systems will retain your account and personal information.

 

11.3 – DJK may terminate this Agreement by providing 15 days’ prior written notice to you, sent to the email address that is associated with your Affiliate profile; provided that DJK may terminate this Agreement, immediately and without prior notice, upon:

 

  • your breach of any of the provisions of this Agreement;

  • any material violation by you of applicable laws; provided that where such violation is of such a nature that it can be cured, such violation will not constitute cause if it is cured within 15 days of you becoming aware of its occurrence;

  • you engaging in any criminal act, serious misconduct, or act of dishonesty respecting the property, finances or reputation of DJK;

  • you engaging in any conduct which, in the opinion of DJK, acting reasonably, is materially detrimental or embarrassing to DJK, including, without limitation, if DJK determines, in its sole discretion, that your website and advertising materials are incomplete or contains inappropriate or offensive content; or

  • your “inactivity” for a period of one year.  You will be deemed “inactive” if, for a period of one year from the date that your last Commission was earned, no further Commissions have been earned by you.

 

11.4 – In the event that this Agreement is terminated:

 

  • pursuant to Sections 11.3(a) to 11.3(e), you agree to forfeit all Commissions owed to you or that may in the future be owed to you;

  • you waive your right to be paid any unpaid Commissions below the minimum threshold as set out in Section 5.2 and you will not receive any Commissions which are earned after the date of termination; and

  • the license granted to you pursuant to Section 10.3 will be revoked.

 

12. CONFIDENTIALITY.

 

12.1 – During the Term, you may have had or will have access to information and materials (in whatever form and howsoever communicated) that are confidential or proprietary to DJK (“Confidential Information”).  Confidential Information includes information relating to DJK’s product designs and specifications, data, development plans, costs, profits and pricing policies, sales records, business and marketing development plans, customer lists, customer requirements, prospects lists and sales lead data, organizational structure, operations, business plans and affairs, technical projects, business costs, financial status, proprietary information, inventions, trade secrets, names of joint venture partners, personal information regarding directors, officers, employees or consultants, or other work produced or developed by or for DJK.  However, “Confidential Information” excludes information and materials which you can demonstrate by the written record:  (i) were known by you prior to the DJK’s disclosure to you; (ii) properly came into your possession from a third party who was not under any obligation to DJK to maintain the confidentiality; (iii) had become generally available to the public, not through your fault; or (iv) was developed by you without the use of the Confidential Information.

 

12.2 – You will maintain the confidentiality of the Confidential Information both during and after the Term. You will not use, copy, disclose, publish, make available, distribute, or otherwise exploit the Confidential Information, directly or indirectly, without first obtaining the written consent of DJK, except as required by applicable laws, provided that you will have promptly notified DJK of such requirement prior to the disclosure of the Confidential Information.

12.3 – All Confidential Information received from DJK by you during the Term will be returned by you or destroyed upon request by DJK or upon the termination of this Agreement.

 

12.4 – The provisions of this Article 12 will survive any termination of this Agreement and will continue in full force and effect for three (3) years thereafter.

 

13. NON-DISPARAGEMENT.

 

13.1 – You agree that, during the Term and after the termination or expiry of this Agreement for any reason whatsoever, you will not, directly, or indirectly, and, if applicable, you will use reasonable efforts to ensure that your shareholders, directors, officers, and key employees, agents, attorneys, subsidiaries, affiliates, successors, and assigns do not:

 

  • say, publish, or otherwise transmit any statements, whether oral or written, to any other party whomsoever that may be intended to or that may have the effect of defaming DJK or be of defamatory nature, or that may disparage, call into disrepute, libel, slander or cause injurious falsehood to DJK and its present, former and future shareholders, officers, directors, employees, agents, attorneys, advisors, agents, affiliates, subsidiaries, successors and assigns; or

  • engage in any conduct or pattern of conduct that involves the making or publishing of written or oral statements or remarks, including, without limitation, the repetition or distribution of rumors, allegations, reports or comments, which are disparaging, deleterious or damaging to the integrity, reputation, business or goodwill of DJK and its present, former and future shareholders, officers, directors, employees, agents, attorneys, advisors, agents, affiliates, subsidiaries, successors and assigns or any of the present, former and future products and services, including the Eligible Products.

 

14. REMEDIES; INDEMNITY.

 

14.1 – You agree that any breach of the provisions of Section 10.4, Articles 12, 13 and 17 would result in irreparable injury and damage to DJK for which DJK would have no adequate remedy at law.  You, therefore, also agree that in the event of said breach or any threat of breach, DJK will be entitled to specific performance and/or an immediate injunction and restraining order to prevent such breach or threatened breach by you and any and all entities acting for or with you without having to prove damages or paying a bond, in addition to any other remedies to which DJK may be entitled at law or in equity.  The provisions of this Section 14.1 will not prevent DJK from pursuing any other available remedies for any breach or threatened breach hereof, including the recovery of damages from you.  All such rights and remedies of DJK are cumulative and not alternative or exclusive of any other rights or remedies and DJK may have recourse to any one or more of its available rights and remedies as it will see fit.

 

14.2 – You agree to indemnify and hold harmless DJK, and its respective directors, officers, employees, representatives, agents and assigns (in this Section 14.2, each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities, actions or demands (collectively, the “Losses”) to which an Indemnified Party may become subject insofar as such Losses arise out of or are based upon any breach of a representation, warranty, covenant or obligation of you contained in this Agreement and will reimburse the Indemnified Parties for any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Losses; provided that such indemnity will not be available to an Indemnified Party in respect of Losses resulting from the Indemnified Party’s fraud, willful misconduct or gross negligence.

 

14.3 – The provisions of Article 14 will survive any termination of this Agreement and will continue in full force and effect for three (3) years thereafter.

 

15. DISCLAIMER; LIMITATION OF LIABILITY. 

15.1 – DJK MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO YOUR BUSINESS SUCCESS, INCOME, OR SALES, THE PRODUCTS AND SERVICES OF DJK, INCLUDING, BUT NOT LIMITED TO, THE ELIGIBLE PRODUCTS, THE RESULTS TO BE OBTAINED FROM YOUR OR ANY REFERRED CUSTOMER’S USE OF THE PRODUCTS AND SERVICES OF DJK, INCLUDING THE ELIGIBLE PRODUCTS OR ANY OBLIGATIONS OF DJK UNDER OR ARISING FROM THIS AGREEMENT.  In particular, DJK makes no representation or warranty with respect to the future earnings or revenues of you and you acknowledge and agree that you were not induced to enter into this Agreement as a result of any such claims.

 

15.2 – DJK’S WEBSITES, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  DJK MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH DJK’S WEBSITES, PRODUCTS OR SERVICES.  Any reliance on or use of such materials is at your sole risk.

 

15.3 – YOU ACKNOWLEDGE AND AGREE THAT DJK DOES NOT ACCEPT ANY LIABILITY FOR YOU OR ANY OTHER PERSONS’ USE OF ANY CONTENT FROM THE ELIGIBLE PRODUCTS, DJK’S PRODUCTS OR SERVICES OR ANY MATTER RELATED, DIRECTLY, OR INDIRECTLY, THERETO.  In no case will DJK, its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensor be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation, economic loss, loss or damage to electronic media or data, goodwill, other intangible losses, or any similar damages, arising from (i) the use of any content obtained under this agreement, including eligible products; (ii) the attendance at any event hosted by DJK; or (iii) any conduct of, or content created by, any third party with respect to the eligible products, the DJK or any of its products or services; PROVIDED THAT SHOULD A COURT OF COMPETENT JURISDICTION IN FINAL NON-APPEALABLE JUDGEMENT DETERMINE DJK IS OTHERWISE LIABLE, YOU HEREBY AGREE THAT IN NO EVENT WILL DJK’S LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF THREE (3) TIMES THE COMMISSIONS PAID TO YOU BY DJK FOR THE ONE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.

 

15.4 – You understand and agree that you will not have the right to participate in a representative capacity (including in a purported representative capacity on behalf of the general public) or as a member of any class of claimants pertaining to any claims that may arise under this Agreement or be in any way related to DJK (including DJK’s past or present directors, officers, employees, shareholders, representatives, agents and assigns).  Any such claims will be brought individually, and you will not join such claim with claims of any other person or entity or bring, join or participate in a class action against DJK.

 

16. COMPLIANCE WITH LAWS AND POLICIES; DATE SECURITY.

 

16.1 – You will observe and comply with all applicable laws, rules, ordinances, policies, codes and regulations of regulatory bodies and governmental agencies including federal, state, provincial, municipal, and local authorities of any country having jurisdiction over this Agreement or any part hereof or any activities performed in connection herewith.

 

16.2 – You will comply with all applicable data protection laws regarding the transmission of data exported to or from Canada, the United States, or the country in which you reside, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the “GDPR”).  You, as a controller under the GDPR, will also implement appropriate technical measures to ensure a level of security appropriate to the risk, considering the nature, scope, context, and purpose of processing any personal data.  You agree to promptly assist DJK in complying with any data subject rights request under the GDPR that DJK may receive from any Referred Customers referred to DJK by you.  You further agree to promptly assist DJK in complying with any duties to cooperate with supervisory authorities under the GDPR.

 

17. NON-SOLICITATION. 

You covenant and agree that you will not directly or indirectly, during the Term and for 12 months after the date of termination of this Agreement, solicit or entice, or attempt to solicit or entice, either directly or indirectly, any DJKonsulting Inc Contacts, who were DJKonsulting Inc Contacts at the then relevant time, if during the Term, or at any time during the 12-month period prior to the date of termination of this Agreement, to become a contractor, consultant, employee, customer, or supplier of you or any of your affiliates unless expressly agreed to by DJK in writing and on such terms as may be agreed to by the parties.  In this Section 17, “DJKonsulting Inc Contacts” means any employees, contractors, consultants, agents, representatives, or affiliates of DJK.

 

18. GENERAL.

 

18.1 – All references herein, as applicable, to (i) the Affiliate will be interpreted to constitute the Affiliate and any of its directors, officers, employees, agents, and representatives, as applicable, and (ii) DJK will be interpreted to include DJK, its affiliates and subsidiaries, as applicable.

 

18.2 – The Affiliate agrees that DJK may amend this Agreement in its sole discretion, including, but not limited to, by amending the Marketing and Advertising Policy, payment procedures, the Commission percentage (including by implementing a Commission threshold) and the products and services that constitute the Eligible Products, at any time without the prior consent of the Affiliate.  Any amendment to this Agreement, from time to time, will be effective upon the earlier of the date of posting of the amendment on DJK’s website (http://www.djkonsultinginc.com/terms-and-conditions) or upon the delivery of actual notice to the Affiliate.  No amendment to this Agreement will be valid unless authorized or signed by DJK.  It is the Affiliate’s responsibility to keep apprised of any amendments to this Agreement.  The Affiliates continued participation in the Affiliate Program following DJK posting the modification on DJK’s website or providing notice of the modification to you will constitute binding acceptance of the change.

18.3 – This Agreement, together with DJK’s Marketing and Advertising Policy and other terms and conditions and policies as may be in effect from time to time, constitutes the entire agreement concerning the subject matter between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties with respect thereto.  There are no representations, warranties, terms, conditions, undertakings, or collateral agreements, express, implied, or statutory, between the parties other than as expressly set forth in this Agreement.

 

18.4 – DJK may assign any or all of its rights and duties under this Agreement at any time and from time to time without your consent.  The Affiliate may not assign any of its rights or duties under this Agreement without the prior written consent of DJK.  This Agreement will ensure to the benefit of the parties and their respective heirs, representatives, administrators, successors and permitted assigns.

 

18.5 – If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be wholly or partially invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and this Agreement will be interpreted as if the invalid provision had not been a part of this Agreement.

18.6 – The failure of DJK to enforce the strict performance of any provision of this Agreement will not constitute a waiver of DJK’s right to subsequently enforce such a provision or any other provision of this Agreement.

18.7 – Unless otherwise expressly stated in this Agreement, all dollar amounts are in the lawful currency of the Canadian dollars.

 

18.8 – In the event, any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision will be deemed to be modified to the extent required to comply with the law, rule, or regulation in such jurisdiction, and this Agreement, as so modified, will continue in full force and effect.

 

18.9 – This Agreement will be governed and interpreted in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.  All disputes arising under this Agreement will be referred to the courts of the Province of Alberta, and each party irrevocably attorneys to the non-exclusive jurisdiction of such courts.

 

18.10 – The Affiliate acknowledges and agrees that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that it has either done so or waived its right to do so in connection with entering into this Agreement.

 

18.11 – Any notice required to be given to the parties under or related to this Agreement will be in writing, addressed as follows:

 

  • Affiliate: At the email address provided by the Affiliate to DJK on the Application or by posting information in the Affiliate center.

  • DJK: Attention: Dave Kyle; Email:  info@djkonsultinginc.com

 

Any notice, direction or other instrument will be deemed to have been given and received on the business day following the day it was sent or posted.  Either party may at any time change its address for delivery from time to time by giving notice to the other party in accordance with this Section 18.11.  The Affiliate is solely responsible for addressing any technical failures related to its email address or server, and for reading any email sent to it.

 

This document was last modified on August 23, 2023.

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