This Affiliate Program Agreement (the “Agreement”) contains the complete terms and conditions that apply to your participation as an affiliate in the Cuz Tech Inc Affiliate Program. As used in this Agreement, “we,” “us” or “Cuz” means Cuz Tech Inc. or any of its affiliated companies, and “you,” “your” or “Affiliate” means the applicant. “Your website” means any online site and/or software application that you own and/or operate and link to the Cuz Translation Site. The “Cuz Translation Site” means the CuzTranslation.com site or any other site operated by or on behalf of us. Please read this Agreement carefully before you participate in the Affiliate Program. You are responsible for ensuring that your employees, agents and contractors comply with this Agreement at all times.
OVERVIEW OF AFFILIATE REFERRAL PROGRAM
Participation in the Cuz Affiliate Program allows you to earn a commission for transactions made by Clients referred by you, subject to the terms and conditions of this Agreement. This program and its Terms and Conditions are valid until December 31st, 2020.
To participate in the affiliate program, you must submit an application online through email@example.com, or through a designated employee of Cuz Translation. Cuz Translation reserves the right, in its sole discretion, to accept or reject any application for membership in the Affiliate Program for any reason.
2. REFERRAL CODE
Upon acceptance into the Affiliate Program, CUZ will provide a Referral Code and/or a Referral Link to you. A “Referral Code” means an alphanumeric code that must be provided to CUZ by the clients for during every “Qualifying Transaction,” as defined in Section 3 (b). A “Referral Link” means the hyperlink or hyperlinked graphic you place on your website that directs your end users to the CUZ Site. We will track customers who subsequently execute and complete a money transfer transaction with CUZ (“Clients”) via the Referral Link. You shall be responsible for properly integrating the Referral Link into your approved website(s) in accordance with any instructions we provide. CUZ will not be liable to you with respect to any losses incurred as a result of a clients’ failure to use your Referral Code, or your failure to properly integrate the Referral Link on your website.
3. REFERRAL CHANNELS
In order for you to qualify to earn a Referral Fee, the Client must be directed to CUZ through one of the following “Eligible Referral Channels”: (i) a Referral Code; (ii) A Referral Link (iii) a written introduction sent by Affiliate to Client and CUZ; or (iv) the submission of a lead generation form or other written notification. CUZ reserves the right in its sole discretion to disqualify any Client or any Qualifying Transaction if we determine in our sole discretion that such Client was not was not generated via an Eligible Referral Channel. You are not eligible to receive any Referral Fees for Clients registered for CUZ services prior to the date of the referral (“Pre-Existing Clients”).
5. COMMISSIONS AND PAYMENT
a. Referral Fees. Subject to the terms of this Agreement, CUZ shall pay you a commission fee for each Qualifying Transaction conducted by a Client, calculated in accordance with Section 5(b) of this Agreement (“Referral Fee”). You may only earn a Referral Fee with respect to activity on the CUZ Site occurring directly through the Referral Link, or activity on the CUZ Site using your Referral Code. We will have no obligation to pay you Referral Fees if you fail to properly format the Referral Link on your site to the CUZ Site. CUZ will have sole discretion in making any changes to Referral Fees, and the changes will become effective immediately. We will notify you if there are any changes to the Referral Fees by email to the email address you provided when registered.
b. Qualifying Transactions. CUZ will pay Affiliate a Referral Fee calculated as a percentage of the Pre-Tax Revenue generated from Qualifying Transactions. A “Qualifying Transaction” means a money transfer conducted by a Client which meets the following criteria: (i) the Client was directed from an Eligible Referral Channel; (ii) the Client booked and executed a money transfer on the CUZ Site; and (iii) CUZ received cleared funds from the Client and remitted the purchased currency to the designated payee. Cancelled or refunded transactions will not qualify for a referral fee. CUZ reserves the right to reject any Client that does not comply with CUZ policies and procedures or any applicable laws. For the avoidance of doubt, transactions booked by Affiliates or any entity under the common control of Affiliate are not eligible for a Referral Fee.
c. Payment of Referral Fees. Referral Fee payments will only be paid to Affiliate when the Base Threshold is reached. The commission percentage you receive will be specified upon approval. Referral Fees are payable within forty-five (45) days after a Qualifying Transaction is completed. If this Agreement is terminated, for any reason, CUZ will pay to Affiliate any Referral Fees owed at termination no later than forty-five (45) days days after the first day of the month following the effective date of termination.
6. INTELLECTUAL PROPERTY AND TRADEMARK LICENSE
a. Trademark License by CUZ. Subject to the terms and conditions herein, CUZ hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable revocable, license to use our logos, names, trade names, domain names, trademarks and similar identifying material (collectively, the “CUZ Marks”) for the term of this Agreement and solely for the purpose of generating Qualifying Transactions from your website. You must obtain written approval from us for the use of the CUZ Marks in each instance and such approval shall be at the sole discretion of CUZ. Any use of CUZ Marks must comply with all guidelines, standards and policies provided by CUZ. You agree not to modify, alter or change the CUZ Marks in any way. You further agree that you will not form any combination marks with CUZ Marks, or adopt, use or attempt to register any trademarks, service marks or trade names that confusingly similar to CUZ Marks Unless earlier revoked by CUZ, this license terminates upon the effective date of the termination of this Agreement. Upon termination of this Agreement, you shall immediately cease to use any CUZ Marks, information, and promotional materials. You further agree upon termination of this Agreement to remove any CUZ Marks from items and locations under your control.
b. Trademark License by you. Subject to the terms of this Agreement, you hereby grant CUZ a royalty-free, non-exclusive, non-transferable, non-sublicensable license during the term of this Agreement to use your trademarks, logos, names, trade names, domain names, or similar identifying items (“Your Marks”) to perform activities and obligations contemplated under this Agreement. CUZ expressly acknowledges your sole and exclusive ownership of Your Marks and agrees not to take any action inconsistent with such ownership. CUZ agrees not to form any combination marks with Your Marks, or adopt, use or attempt to register any trademarks, service marks or trade names that are confusingly similar to your Marks. Upon termination of this Agreement, CUZ will immediately cease to use any Your Marks, information, and promotional materials and will remove Your Marks from items and locations under its control.
c. Reservation of Rights. Each party shall continue to own all rights, title and interest in and to its patents, know-how, trade-secrets, software, trademarks and other intellectual property, subject only to the license rights expressly granted herein. Except for the limited license expressly set forth above. CUZ reserves all right, title and interest, including all intellectual property and proprietary rights, in the Licensed Materials, the Referral Link, API, marketing materials, documentation, content, any domain names owned or operated by us or our affiliates, or any other intellectual property or technology that we provide to you for use in connection with the Affiliate Program.
a. Promotional Activities. You shall not create, publish, or distribute any advertising, marketing materials or other public communication without first obtaining our express written consent. In promoting CUZ, you agree that you will not make any representations, promises, warranties or other statements about CUZ or the CUZ website, products, services or policies other than those expressly approved by CUZ.
b. Email Marketing. If you intend to promote our products and services through the use of email campaigns, you must comply with all applicable law including but not limited to provisions of the Canadian Anti-Spam Law (“CASL”) and any other anti-spam legislation that governs the transmission of unsolicited commercial electronic messages (as that term is defined in the applicable legislation) that advertise or promote our products or services.
c. Social Media. You may promote CUZ on social media platforms such as Twitter, Facebook, Instagram, et al. (“Social Media Platforms”) only in accordance with the following guidelines:
i. You may use or display the Referral Link, or otherwise promote CUZ, on your own pages or profiles; provided that you do not violate any terms of service of the Social Media Platform in connection with your marketing activities.
ii. You may not post your Referral Link on CUZ’s company pages or profiles in an attempt to generate Qualifying Transactions.
iii. You may not create a social media account that includes CUZ’s trademark in the page name and/or user name.
d. Sub-Affiliate Networks. Subject to the terms and conditions of this Agreement, you may promote CUZ through a sub-affiliate network. You acknowledge and agree that you will be responsible for ensuring that all sub-affiliates promoting CUZ adhere to the Affiliate Program terms and conditions contained herein, including but not limited to restrictions on advertising through paid placements. You further acknowledge and agree that you will be solely liable for any violations of the terms and conditions of this Agreement by a sub-affiliate and that such violation may result in termination of this Agreement by CUZ. Failure to comply with sub-affiliate terms may result in loss and/or reduction of Referral Fees from sales made through any sub-affiliate that does not comply with the terms of this Agreement
8. PROHIBITED ACTIVITIES
If you fail to comply with any of the provisions of this Section 6, we may withhold or void any Referral Fees otherwise earned under this Agreement.
a. Paid Search Advertising. You shall not bid on, register or purchase any keywords, search terms, AdWords, Pay-per-Click words, domain names or other identifiers that include any Protected Keywords or any misspellings or variations thereof for use in any search engine, portal, sponsored advertising service or other search service including but not limited to Google, MSN, Yahoo. “Protected Keywords” include without limitation: CUZ, cuztranslation.com, Cuz Translation, or Cuz Tech Inc.
b. Misrepresentations. You shall at all times represent yourself and your website(s) as independent from CUZ and not engage in any acts or omissions that could reasonably cause confusion among end-users as to our relationship with you or any third party, including but not limited to the following:
i. Misrepresenting or embellish the relationship between you and CUZ by stating or implying that you are formally associated with CUZ.
ii. Offering, suggesting or giving any impression that you yourself are performing the service offered by CUZ.
iii. Identifying your website as the “official site” of CUZ.
c. Linking Restrictions. You agree that you will not manipulate, alter or modify the Referral Link. You must identify any and all domain names/websites in which you intend to display or otherwise use the Referral Link on your Affiliate Program application.
d. Website Restrictions. CUZ may end your participation in the Affiliate Program if your website is deemed at any time and in CUZ’s sole discretion, to be in violation of the CUZ Acceptable Use policy (available on our website) or otherwise unsuitable. Unsuitable websites include without limitation those that:
i. Display or provide content that is profane, obscene, pornographic or sexually explicit or excessively violent, harassing or otherwise objectionable;
ii. Sell or promote products or services that are illegal in the location in which the content is posted or impermissible under the CUZ Acceptable Use policy;
iii. Contain any viruses, worms, harmful code, time bombs, cancelbots, Trojan horses or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information;
iv. Include any content or materials that infringe in any way or violate any third-party’s intellectual property, publicity, privacy or other rights;
v. Violate any law, rule or regulation;
vi. Contain any software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website (this includes toolbars, browser plug-ins, extensions and add-ons).
Under no circumstances, shall your website in any way copy, resemble, or mirror the look and feel of our website or give the impression that your website is our website or any part of our website, including without limitation framing our website in any manner.
c. Compliance with Privacy Laws. Both parties agree to comply with all applicable privacy legislation and regulations (“Privacy Laws”) including without limitation the Personal Information Protection of Electronic Documents Act (PIPEDA) and the EU General Directive Protection Regulation (GDPR).
10. COMPLIANCE WITH LAWS
In connection with your participation in the Affiliate Program, you shall comply with any and all applicable laws, rules, regulations, ordinances, judgments, orders or other requirements of any governmental or quasi-governmental authority that has jurisdiction over you including but not limited to laws governing marketing via the Internet and email, CASL, and all other anti-spam laws. CUZ may revoke this license at any time by providing written notice.
11. TERM AND TERMINATION
The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either you or us. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon termination of this Agreement, any and all licenses granted hereunder shall terminate immediately. You shall immediately stop using the Referral Link and all CUZ Marks together with any other materials provided or made available to you under this Agreement. All rights to payment, causes of action and any provisions that by their terms are intended to survive termination, shall survive termination of this Agreement. CUZ will not pay any Referral Fees to Affiliate for any Qualifying Transactions conducted by a Client after the effective date of termination.
12. RELATIONSHIP OF THE PARTIES
The relationship of CUZ and Affiliate shall be and shall at all times remain that of independent contractors. Nothing in this Agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between the Parties and neither Party shall be authorized to assume or create or attempt to assume or create, directly or indirectly, any obligation on behalf of, or in the name of the other Party.
13. PUBLICITY; PRESS RELEASES
Neither party will make any announcement or issue any statements to the public concerning the relationship between them or the transactions described herein without the prior written consent of the other party.
CUZ reserves the right, in its sole discretion, to change the terms of this Agreement at any time. If CUZ makes any material changes to this Agreement, CUZ will notify you by posting a revised agreement or a notice of changes on the CUZ website. The most current version of the Agreement will supersede all previous versions. Any changes to this Agreement will become effective immediately. Your continued participation in the Affiliate Program constitutes your acceptance of such changes. We encourage you to review the Agreement periodically to stay informed about updates and changes. If you object to any changes in the Agreement, your sole and exclusive remedy will be to cease participation in the Affiliate Program.
15. LIMITATION OF LIABILITY
CUZ’S TOTAL AGGREGATE LIABILITY FOR DAMAGES OF ANY KIND FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER THEREOF SHALL BE LIMITED TO THE REFERRAL FEES PAYABLE TO YOU BY CUZ HEREUNDER IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL CUZ, ITS SUPPLIERS OR LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE TO YOU OR TO ANY OTHER THIRD-PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND OR FOR ANY LOSS OF REVENUE, PROFITS OR DATA, EVEN IF CUZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CUZ makes no express or implied warranties or representations with respect to the Affiliate Program or any CUZ services or other items sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
You hereby indemnify and hold harmless CUZ, its affiliates, and their respective officers, directors, employees, representatives and agents (“CUZ Indemnified Parties”), from and against any and all costs, liabilities, losses, and expenses (including reasonable attorneys’ fees) resulting from any claim, suit, action, governmental claim or action, or other proceeding brought against CUZ Indemnified Parties by any third party based on or arising from: (i) any actual or alleged breach of any of the terms of this Agreement or any covenant, obligation, representation or warranty made by you; or (ii) the provision of services in violation of or in breach of any applicable law or agreement with any third party; or (iv) the acceptance of commissions or fees in relation to referrals in violation of any law or industry-specific regulation.
CUZ may assign this Agreement at any time. You may not assign any right or any obligation under this Agreement without the prior written consent of CUZ, which shall not be unreasonably withheld. Subject to the foregoing, this Agreement will be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties.
You understand that we may at any time enter into agreements with Affiliates and other marketing partners on the same or different terms as those provided to you under this Agreement and that such affiliates or marketing partners may be competitive to you.
All notices required and/or permitted under this Agreement must be in writing and shall be sent by email (with delivery receipt requested) or by nationally recognized postal delivery service. Notice is deemed effectively given: (i) upon transmission when transmitted by email unless notification of undelivered message or similar is received; or (ii) upon delivery. Any such notice shall be sent to:
598 St. Clair Ave West, Toronto, ON M6C 1A6, Canada
Attn: General Counsel
You: To the email or address specified by you when you registered for the Affiliate Program.