V-Plan Inc Affiliate Terms and Conditions
PLEASE READ THIS MARKETING AFFILIATE PROGRAM AGREEMENT CAREFULLY.
This is a contract between you (the “Affiliate”) and us (“V-Plan Inc”). It describes how we will work together and other aspects of our business relationship.
The V-Plan Inc Affiliate Program Agreement applies to your participation in V-Plan Inc Affiliate Program (the “Affiliate Program”). By signing up to participate in ‘’Affiliate Program” you agree to the terms and conditions listed herein.
V-Plan Inc reserves the right to periodically update these terms. V-Plan Inc also reserves the right to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing or new program, including our partner programs. If V-Plan Inc updates or replaces the terms of this Agreement, we will let the Affiliate know via electronic means, which may include an in-app or in-account notification or by email. If the Affiliate does not agree to the update or replacement, you can choose to terminate as we describe below.
“V-Plan Inc Affiliate” means a company owned, operated, or controlled by V-Plan Inc.
“Marketing Affiliate Program” means our marketing affiliate program as described in this Agreement.
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you.
““Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.
“Agreement” means this Marketing Affiliate Program Agreement and all materials referred or linked to in here.
“Commission” means an amount described on the Program Policies Page for each Customer Transaction.
“Customer” means the authorized actual user of the V-Plan Inc Products who has purchased the V-Plan Inc products after being an Affiliate Lead.
“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement.
“Customer Data” means all information that Customer submits or collects via the V-Plan Inc Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the V-Plan Inc Products.
“V-Plan Inc Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
“V-Plan Inc Products” means both the Subscription Service and Other Products.
“Other Products” means those products and services that we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products include all of our software, legacy products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
“Subscription Service” means our web-based “Realtreaker.com” software that is subscribed to, and developed, operated, and maintained by us, accessible via https://www.Realtraker.com or another designated URL.
“We”, “us”, “our”, and “V-Plan Inc” means V-Plan Inc (V-Plan Inc or the companies owned by V-Plan Inc Canada).
“You” and “Affiliate” means the party, other than V-Plan Inc, entering into this Agreement and participating in the Affiliate Program.
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties. V-Plan Inc is permitted to enter into any agreement with any other party for any reason or no reason.
Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.
If you are accepted to participate in the Affiliate Program, then upon notification of acceptance (the “Effective Date”), the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.
You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.
4.1 Affiliate Program Limits. Each accepted Affiliate Lead will expire according to the information provided on the Program Policies Page, from the date, the Affiliate Lead clicked on the Affiliate Link that was made available by you. We will pay you Commission for each new Customer who completes a Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The start of the Customer’s subscription is determined by the date of the first purchase of the Subscription Service by the Customer and you will receive a Commission payment for that Customer Transaction and its recurrences, regardless of any additional purchases made by that customer during their Subscription Service.
The Affiliate will not be entitled to receive Commission on any additional purchases of V-Plan Inc Products by that same Customer.
If the original subscription is cancelled and the customer re-subscribes, the Affiliate will not be entitled to receive Commission.
(a) To be eligible for Commission, the following must occur: (i) an Affiliate Lead must be accepted and be valid in accordance with Section 4.3 below (Acceptance and Validity); (ii) a Customer Purchase Transaction must have occurred; (iii) a Customer must remain a Customer for a minimum of sixty (60) days from the date of purchase (For example, a Customer who makes a purchase on the 10th day of January must remain a customer until the 10th day of March in order for the Affiliate to be eligible for a Commission); (iv) Customer is a first time user to V-Plan Inc and has not purchased any previous V-Plan Inc applications either directly by him or from anyone in his organization; and, (v) All transactions must occur on Realtraker.com domain.
(b) Affiliate is NOT eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by state or local law or or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or V-Plan Inc Affiliates; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you; (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, misuse or by any other means that we deem to breach the spirit of the Marketing Affiliate Program; or, (v) the Customer participates in any of our partner programs and is eligible to receive commission in relation to the Customer Transaction under any of these programs. In competitive situations with other affiliates, we may elect to provide the Commission to the affiliate that we deem to be the most eligible for Commission, at our discretion. We reserve the right to discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.
4.3 Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by V-Plan Inc. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination, it is a new potential customer of ours and it is not, at the time of submission or sixty (60) days prior thereto, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead, in our reasonable discretion. If an Affiliate Lead does not purchase the Subscription Service within the time period of 6 months from their first click on the Affiliate Link (described on the Program Policies Page), Affiliate will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated.
4.4 Engagement with Prospects. Once V-Plan Inc has received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid, then we may choose to maintain it in our database. Any engagement between V-Plan Inc and an Affiliate Lead will be at V-Plan Inc’s discretion.
4.5 Forfeit. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in this Section 4 remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay Commission associated with a Forfeited Transaction. Once you comply with all of the requirements set forth, then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.
4.6 Commission Payment. We, will pay the Commission amount due to you within forty-five (30) days after the end of each month for any Commission amounts that you become eligible for according to the Eligibility section above. Commission will be paid in the local currency at the prevailing rate used by the payment processor.
4.7 Taxes. You are responsible for payment of all taxes applicable to the Commission.
4.8 Commission Amounts. We reserve the right to alter or change the Commission amount
Commissions will be calculated for each Qualified Purchase (as defined herein) based on the commission rates stated on the V-Plan Inc Program Policies Page, subject to commission accruing pursuant to below.
A “Qualified Purchase” does NOT include the following:
· A purchase by a Referred Customer that has transferred from any V-Plan Inc partners or subsidiaries.
· A purchase by a Referred Customer who is also associated with any V-Plan Inc reseller, referral, or other program.
· A purchase by a Referred Customer that is not up to date on its payments or is subject to a refund, referral, or other program.
· A purchase that was completed prior to the Affiliate joining the Affiliate Program or was not tracked properly through an Affiliate Link.
· A purchase by a Referred Customer that has not been in good standing for a period of at least sixty (60) days or is in violation of V-Plan Inc’s Terms of Service, Acceptable Use Policy, or other applicable policies at the time the Commission Fees accrue.
· A purchase that V-Plan Inc suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, the use of software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with this Agreement.
· A purchase referred by an Affiliate that has an excessive cancellation rate as determined in V-Plan Inc’s sole discretion.
· A purchase by a Referred Customer if the Referred Customer was offered or received coupons, refunds, credits or discounts from the Affiliate.
· A purchase by a Referred Customer if the Affiliate or Referred Customer is in or is promoting a business-opportunity program, as determined by us in our sole discretion.
· A purchase by a Referred Customer who received a popup with a discounted offer, while leaving V-Plan Inc’s website during their purchase.
V-Plan Inc reserves the right to withhold payment of initial Commissions Fees to Affiliates who are new to the Affiliate Program or who have commissions that are potentially fraudulent as determined by V-Plan Inc in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
V-Plan Inc reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Referred Customer.
V-Plan Inc reserves the right to deduct from Affiliate’s current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled purchases.
V-Plan Inc reserves the right to immediately cancel or withhold for later review any Commission Fee that fails to meet the criteria of a “Qualified Purchase.” Affiliate is responsible for monitoring the payment, denial, and withholding of Commission Fees;
Commissions for any Referred Customer who is associated with any V-Plan Inc reseller, referral or other program may not be considered a Qualified Purchase. In other words, you may not receive double commissions or compensation.
In the event that the Referred Customers that are referred to V-Plan Inc by an Affiliate are determined to have an excessive cancellation rate, as determined by V-Plan Inc in its sole discretion, V-Plan Inc reserves the right to withhold or decline pending and future Commission Fees to such Affiliate.
Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualified Purchases, or Commission Fees to intentionally defraud V-Plan Inc or any violation of the terms of this Agreement constitute immediate grounds for V-Plan Inc to terminate the Affiliate’s participation in the Affiliate Program and will result in the forfeiture of any Commission Fees due to the Affiliate.
Commissions will accrue and only become payable once you provide all relevant tax and address documentation pursuant to this Agreement and reach the Commission Threshold of $25.00, based on the commission rates stated on the V-Plan Inc Affiliate Program Policies Page, solely as applied to Qualified Purchases. All Qualified Purchases eligible to result in commissions under this Section must remain active and in good standing pursuant to the terms of this Agreement in order to remain eligible for accrual of a commission. Once a commission has accrued under this Section, the amount of such commission (the “Commission Fee”) shall be due and payable to you under the terms of Section 7 below. V-Plan Inc reserves the right to change the Commission Threshold by amending this Agreement and will notify you of any such amendment pursuant to the terms of this Agreement.
7.1 Subject to the terms of this Agreement and the accrual of commissions as set forth in Section 6 above, commissions will be calculated according to the specified percentage or dollar amount set forth in the commission report for each Qualified Purchase that accrues during the period for which such commission fee is being calculated.
7.2 Commission Fees will be processed 60 days after the end of the month or other period in which they accrue. V-Plan Inc will only compensate you for Qualified Purchases made in accordance with this Agreement.
7.3 Commission Fees shall be paid based on the current information in your Affiliate profile. You are required to notify us promptly of any change in your address by updating your profile information via email.
7.4 In order to receive payment under this Agreement, you must: (a) agree to the terms of this Agreement; (b) have a valid and up-to-date PayPal account; and, (c) complete any and all required tax documentation in order for V-Plan Inc to process any payments owed to you.
7.5 PayPal Payments. Please refer to PayPal’s policy to ensure you are eligible to receive payment if you reside outside of the United States (https://www.paypal.com/cgi-bin/webscr?cmd=_display-approved-signup-countries-outside). PayPal payments will only be reissued within one hundred twenty (120) days of the original issue date in the case of an incorrect PayPal address or refusal from PayPal to accept a payment.
7.6 V-Plan Inc is not responsible for paying any third-party fees charged by PayPal for you to receive Affiliate Commission Fees. V-Plan Inc, in its sole discretion, reserves the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted.
7.7 Commission Disputes. Affiliate will be provided with statistics report at the end of each month and agrees to file any disputes within thirty (30) days after receiving the report. Disputes filed after forty-five (45) days of the date on which the disputed sale or event occurred will not be accepted by V-Plan Inc and Affiliate forfeits forever any rights to a potential claim.
7.8 It is solely your responsibility to provide V-Plan Inc with accurate tax and payment information that is necessary to issue a Commission Fee to you. If V-Plan Inc does not receive the necessary tax or payment information within sixty (60) days of a Qualified Purchase which would otherwise trigger Commission Fees, the applicable commissions shall not accrue and no Commission Fees will be owed with respect to such Qualified Purchase.
Any address change must be made in the Affiliate profile in the Affiliate console at least fifteen (15) business days prior to the end of the calendar month in order for Commission Fees for that month to be processed
8.1 Use of Links. If you qualify and agree to participate as an Affiliate, we will make a variety of graphic and textual links available to you (each referred to herein as a “Link” or, collectively, as the “Links”). The Links will serve to identify your website as a member of the Affiliate Program and will establish a link from your website or e-mail to V-Plan Inc’s website. You agree to cooperate fully with us in order to establish and maintain such Links. You further agree that your use of the Links must be in compliance with this Agreement at all times. V-Plan Inc may modify the Links from time to time in its sole discretion. All Affiliate Sites shall display the Links prominently in relevant sections of their website. Furthermore, you agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer’s knowledge (e.g. iframe). Any information with respect to V-Plan Inc that is going to be displayed on the Affiliate Site must be preapproved by V-Plan Inc in writing.
8.2 Discounts and Coupons. You are not allowed to post any refunds, credits or discounts on the V-Plan Inc Products and Services, or other content concerning V-Plan Inc, without V-Plan Inc’s prior written consent in each instance. Affiliates may only use coupons and discounts that are provided exclusively through the Affiliate Program using banners and links. Each Link connecting users of the Affiliate Site to the pertinent area of the V-Plan Inc website will in no way alter the look, feel, or functionality of the V-Plan Inc website. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in your termination from the Affiliate Program or the withholding of Commission Fees
EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (a) USE THE V-Plan Inc TRADEMARK, NAME, OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE “V-Plan Inc IP”) (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT V-Plan Inc’S EXPRESS PRIOR WRITTEN PERMISSION; (b) USE V-Plan Inc IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (c) ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY “INITIAL INTEREST CONFUSION” OVER THE USE OF V-Plan Inc IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF V-Plan Inc IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF V-Plan Inc’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY V-Plan Inc’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH V-PLAN INC SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF V-Plan Inc’S INTELLECTUAL PROPERTY RIGHTS.
In addition to the obligations set forth herein, Affiliate shall comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which Affiliate resides, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the “GDPR”). Affiliate, as a controller under the GDPR, shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data. Affiliate agrees to promptly assist V-Plan Inc in complying with any data subject rights request under the GDPR that V-Plan Inc may receive from any individuals referred to V-Plan Inc by Affiliate. Affiliate further agrees to promptly assist V-Plan Inc in complying with any duties to cooperate with supervisory authorities under the GDPR. Without limiting the foregoing, Affiliate will comply with all applicable export laws.
Affiliate Training and Support. We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We reserve the right to change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.
As an Affiliate, you grant to us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.
During the term of this Agreement, in the event that we make our trademark available to you, you may use our trademark as long as you follow the usage requirements in this section. You agree to: (a) only use the images of our trademark that we make available to you, without altering them in any way; (b) only use our trademarks in connection with the Affiliate Program and this Agreement; and, (c) immediately comply if we request that you discontinue use. You agree NOT to: (a) use our trademark in a misleading or disparaging way; (b) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or, (c) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
13.1 V-Plan Inc’s Proprietary Rights. No license to any software is granted by this Agreement. The V-Plan Inc Products are protected by intellectual property laws. The V-Plan Inc Products belong to and are the property of us. We retain all ownership rights in the V-Plan Inc Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the V-Plan Inc Content, or the V-Plan Inc Products in whole or in part, by any means, except as expressly authorized in writing by us. V-Plan Inc, the Sprocket Design, the V-Plan Inc logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
We encourage all customers, affiliates and partners to comment on the V-Plan Inc Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the V-Plan Inc Products, without payment to you.
13.2 Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the V-Plan Inc Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.
14.1 Confidential Information Defined. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) including whether orally or in writing, that is designated as confidential, and V-Plan Inc customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.
14.2 Obligations. The Receiving Party shall: (a) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (c) not disclose Confidential Information of the Disclosing Party to any third party; and, (d) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
You will comply promptly with all customer opt out, unsubscribe, “do not call” and “do not send” requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call” and “do not send” requests.
16.1 Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated pursuant to the terms of this Agreement.
16.2 Termination Without Cause. Both Affiliate and V-Plan Inc may terminate this Agreement on fifteen (15) days written notice (via email) to the other party.
16.3 Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
16.4 Termination for Cause. V-Plan Inc may terminate this Agreement as follows: (a) upon thirty (30) days’ notice to you of a material breach, if such breach remains uncured at the expiration of such period; (b) upon fifteen (15) days’ notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period; (c) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; (d) immediately, if you breach the terms applicable to your subscription with us (provided you have a subscription with us), including if you default on your payment obligations to us or our affiliate; or, (e) immediately, if we determine, in our sole discretion, that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
16.5 Effects of Expiration/Termination. Expiration of this Agreement and termination of this Agreement, whether without cause by us, by you with cause, or by you according to Section 16.3, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Sales Solution Program Agreement, Sales Referral Program Agreement or Agency Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
Upon termination or expiration, Affiliate will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.
You represent and warrant that you have all sufficient rights and permissions to participate in the Affiliate Program and to provide V-Plan Inc with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement. You represent and warrant that your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements. You represent and warrant that you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.
You further represent and warrant that: (a) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a V-Plan Inc Affiliate on any website(s) you own where you make an Affiliate Link available); (b) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (c) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with V-Plan Inc’s own advertising including, but not limited to, our branded keywords; (d) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (e) you will not attempt to mask the referring URL information; and, (f) you will not use your own Affiliate Link to purchase V-Plan Inc products for yourself.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against V-Plan Inc (and/or its officers, directors, employees, agents, representatives, service providers, licensors, and affiliates) by any third party to the extent such Action is based upon or arises out of: (a) your participation in the Affiliate Program; (b) our use of the prospect data you provided us; (c) your noncompliance with or breach of this Agreement; (d) your use of the Affiliate Tool; or, (e) our use of the Affiliate Marks. We will notify you in writing within thirty (30) days of our becoming aware of any such claim, and give you sole control of the defense or settlement of such a claim and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You agree to not accept any settlement that imposes an obligation on V-Plan Inc, requires us to make an admission, imposes liability not covered by these indemnifications, or places restrictions on us without our prior written consent.
19.1 Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE V-Plan Inc PRODUCTS, V-Plan Inc CONTENT, THE AFFILIATE PROGRAM FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE V-Plan Inc PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE V-Plan Inc PRODUCTS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
19.2 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
19.3 Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, V-Plan Inc IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
19.4 Cookie Duration. COOKIES USED AS PART OF THIS AFFILIATE PROGRAM HAVE SEVEN DAYS DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, V-Plan Inc SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
You shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages (also known as “SPAM”) without prior written consent from V-Plan Inc, to be granted or denied in V-Plan Inc’s sole discretion, in each instance. Additionally, you may only send emails containing a V-Plan Inc affiliate link and or a message regarding V-Plan Inc or V-Plan Inc’s Affiliate Program to people who have previously consented to receiving such communications from you. Your failure to abide by this Section, the CAN-SPAM Act of 2003, our Anti-Spam Policy, and all applicable laws relating to email communications, in any manner, will be deemed a material breach of this Agreement by you and will result in the forfeiture by you of any and all rights you may have to any commissions and the termination of your participation in the Affiliate Program. Further, if your account has excessive clicks in a very short period of time as determined by V-Plan Inc in its sole discretion, the Affiliate relationship may be terminated.
You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both you and we acknowledge that any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and that this provision is not intended to limit the mobility of either our employees or contractors.
22.1 Amendment; No Waiver. At V-Plan Inc’s discretion, we may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via website and we will let you know by email. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you do not agree to the update, change or replacement, you can choose to terminate as described above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
22.2 Applicable Law. This Agreement shall be governed by the laws of Ontario, Canada
22.3 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
22.4 Actions Permitted. Except for actions for non-payment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
22.5 Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
22.6 Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the V-Plan Inc Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the V-Plan Inc Products to prohibited countries or individuals or permit use of the V-Plan Inc Products by prohibited countries or individuals.
22.7 Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
22.8 Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the V-Plan Inc Products or dependent on any oral or written public comments made by us regarding future functionality or features of the V-Plan Inc Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
22.9 Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
22.10 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
22.11 Program Policies Page. V-Plan Inc may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference
22.12 No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to V-Plan Inc, the V-Plan Inc Products, V-Plan Inc trademarks, or any other property or right of ours.
22.13 Sales by V-Plan Inc. This Agreement shall in no way limit our right to sell the V-Plan Inc Products, directly or indirectly, to any current or prospective customers.
22.14 Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
22.15 Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’