PageCloud Affiliate Program Agreement

By signing up for PageCloud’s Affiliate Program, you are agreeing to be bound by the following Affiliate Program Agreement (the “Agreement”). The Agreement is between you (“Affiliate” or “you”) and PageCloud Inc. (“PageCloud” or the “Company” or “we”) (collectively “Parties”). This agreement contains the terms and conditions that apply to Affiliate’s participation in the PageCloud Affiliate Program (the “Program” or “Affiliate Program”).

PageCloud reserves the right to update and change the Affiliate Program Terms and Conditions by posting updates and changes on the PageCloud website (https://www.pagecloud.com/affiliates/terms) the “PageCloud Site”. If significant changes are made, we will provide reasonable notice by email. It is your responsibility to check the Terms from time to time for any update or changes that may impact you, and you agree that PageCloud has no liability arising from your failure to do so.

You must read, agree, and accept all the Terms and Conditions contained within this Agreement in order to become a PageCloud Affiliate. The headings herein are inserted as a matter of convenience only and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.

By signing the Affiliate Program Agreement, you agree to be an Affiliate in the PageCloud Affiliate Program and certify that (a) you have read this Agreement and understand all contents therein, (b) you agree to be bound by all terms and conditions within this Agreement, including without limitation, all documents, policies, and procedures incorporated herein by reference and any possible future amendment thereof or additions thereto, and (c) you have no conflict or other restriction in entering or performing this agreement or any part thereof, including receipt of all the applicable approvals required under the applicable law for the performance of this Agreement by you.

1 Definitions

“Affiliate Ads” - Anchor text, banners, button links, text links, or other graphic devices that PageCloud makes available to Affiliate and that is used for linking from the Affiliate Site to PageCloud Site.

“Active Affiliate” - an Affiliate who has registered for an Affiliate Account via the PageCloud Contact page, has been approved by PageCloud to promote the service through a unique referral link to refer customers to PageCloud via the Tracking Code, and has not been terminated or deemed otherwise inactive.

“Affiliate Agent” - any employee, agent, subcontractor, or representative of Affiliate.

“Affiliate Application” - the application submitted by an Affiliate to participate in the Program, as contained in the PageCloud Site.

“Affiliate Fees” - the approved and undisputed amount due and payable one time only to an Affiliate in accordance with the Affiliate Fee Plan.

“Affiliate Fees Plan” - an Affiliate compensation plan where Affiliate shall be paid for Validated Transactions made by Referred Customers referred by Affiliate pursuant to the PageCloud Affiliate Program Agreement, in accordance with the Fees and/or any special instructions described in Schedule A of that agreement.

“Affiliate Site” - websites owned, controlled, or used by Affiliate, on which the Affiliate will place its links to PageCloud Site.

“Affiliation Term” or “Term” - the term of the activity of an Affiliate as a participant in the Program commencing upon approval of Affiliate’s participation and ending according to the provisions under Section 17 below.

“Affiliate Transaction” or “Transaction” - a purchase made by a Referred User (referred to PageCloud through Affiliate’s Tracking Codes) of a PageCloud Subscription.

“Confidential Information” - Certain information disclosed to Affiliate as a result of Affiliate’s participation in the Program, which information PageCloud does in its sole discretion consider to be confidential. Examples are given in Section 19 herein without limitation.

“Content Restrictions” - Affiliate activities or site content that is deemed to be unsuitable for participation in the Program. Examples are given in Section 2(c) herein without limitation.

“Cookies” - a packet of data sent by an Internet server to a browser, which is returned by the browser each time it subsequently accesses the same server, used to identify the user or track their access to the server.

“Downtime” - time during which the service is inactive, rendering aspects or entirety of the Program to be unavailable for use.

“Emails” - messages or communications by electronic means.

“Feedback” - has the meaning as described in Section 16 of this Agreement.

“Financial Quarter” - one of the four three-month periods that make up an organization’s fiscal year.

“Fraud Traffic” - any deposits or traffic generated at the Affiliate Site(s) and/or via the Affiliate’s activity through illegal means or in bad faith or with the intent to defraud the Company, regardless of whether or not it actually causes harm to the Company. Fraud Traffic includes but is not limited to spam, false advertising, deposits generated by stolen credit cards, collusion, manipulation of the service, system, bonuses, or promotions, offers to share the Affiliate Fees, directly or indirectly with Users, self-referrals, and any other unauthorized use of any third-party accounts, copyrights, or trademarks.

“Governmental Authority” - any (a) multinational, federal, provincial, territorial, state, municipal, local, self-governed or other governmental or public department, central bank, court, commission, board, arbitrator, tribunal, bureau or agency, domestic or foreign,

(b) subdivision or authority of any of the above, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the above.

“Intellectual Property Rights” - copyrights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill, and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of Canada or any other state, country, or jurisdiction.

“Indemnified Parties” - PageCloud and all PageCloud Related Entities and the directors, officers, employees, subcontractors, and agents thereof which Affiliate agrees to indemnify, defend, and hold harmless in accordance with the terms of this Agreement.

“Laws” - applicable laws (including common law), statutes, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, treaties, policies, notices, directions, decrees and judicial, arbitral, administrative, ministerial or departmental judgments, awards or requirements of any Governmental Authority.

“License” - the non-exclusive, non-transferable, limited authorization granted to Affiliate by PageCloud to use the PageCloud Trademarks contained in the Ads provided to Affiliate by PageCloud for the sole purpose of this Agreement.

“Minimum Transaction Requirement” - the number of Validated Transactions per Payment Period that is defined by PageCloud under Section 6 of this Agreement as the minimal number of Validated Transactions each Affiliate is required to achieve in order to continue participation in the Affiliate Program.

“Non-Active Affiliate” - an Affiliate which has failed to reach at least nine (9) Validated Transactions within three (3) consecutive Payment Periods.

“Opt-In List” - a list of emails possessed by Affiliate where the individuals on the list have expressly elected to receive emails from Affiliate.

“Opt-Out Request” - Written request made by an email recipient to receive no further communications from Affiliate.

“PageCloud Creative” - any marketing and/or promotional materials relating to PageCloud including by not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images, and the PageCloud Trademarks.

“PageCloud Site” - https://www.pagecloud.com and/or any other website as may be added to the Company, in its sole and absolute discretion, from time to time.

“PageCloud Subscription” - the agreement to the exchange of the use of PageCloud’s software for a periodic fee on an annual or monthly basis.

“PageCloud Trademarks” - trademarks, logos, other distinctive brand features, and trade names of PageCloud Inc., whether registered or unregistered, including but not limited to the word mark “PageCloud” and the PageCloud logo.

“PageCloud Related Entities” - any entity that directly or indirectly controls, is controlled by, or is under common control with PageCloud; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

“Partner Program” - a program whereby official PageCloud partners create websites on the PageCloud platform and sell the sites to their own customers for a profit and potentially receive an inducement payment from PageCloud.

“Payment Period” - three (3) month cycle corresponding with PageCloud’s Financial Quarters used as a measurement of time within which to calculate Validated Transactions and amounts payable to Affiliate, and duration within which the Minimal Transaction Requirement must be met.

“Payment Period Report” - Summary issued via email by PageCloud to Affiliate within ten (10) business days following the end of each Payment Period as a means of communicating to Affiliate the amount which is payable to them for their Validated Transactions made during that Payment Period.

“Referred Customer” - a user who purchased a PageCloud Subscription through the Affiliate’s Tracking Code from the Affiliate Site, email, or other communications.

“Referred User” - a user who visited the PageCloud Site via the Affiliate’s tracking Code from the Affiliate Site, email, or other communications, with or without signing up for a free PageCloud trial.

“SPAM” has the meaning given to it in Section 9(g)  of this Agreement.

“Special Sale Terms” - such special discounts or other special benefits which PageCloud may determine to apply to certain Subscription purchases.

“Sponsored Link” - a link offered, created, or displayed for a fee (whether on a “cost-per-click” basis, commission, or any other commercial arrangement) by any internet search engine, portal, sponsored advertising service, or other search or other referral service which uses search terms or keywords to identify, draw attention to, or direct internet traffic to an internet site.

“Terminated Affiliate” - an Affiliate whose participation in the Program has been discontinued due to inactivity, material breach of this Agreement, or otherwise stated in agreement.

“Tracking Code” - specific unique code that PageCloud will provide to Affiliate to track the traffic and users which arrive via the Affiliate activity (including but not limited to from the Affiliate Site). This Tracking Code will be a special “tagged” URL link to be used by the Affiliate in creating links to the PageCloud Site. PageCloud tracks its users by the use of cookies, which shall expire within thirty (30) days. If any users do not have cookies for any reason whatsoever (including if the applicable cookies have expired), such users will not be considered as Referred Users of the Affiliate.

“Trademark Guidelines” - formal direction given to Affiliate by PageCloud around permissions and limitations regarding the use of PageCloud Creative on their Affiliate Site or otherwise.

“Validated Transaction” - Affiliate Transactions that have become eligible to accrue Affiliate Fees based on the fact that one of the following criteria has been met, subject to the prosvisions of Section 5 of this Agreement: (a) a Referred Customer has purchased an annual subscription and valid payment has been received, or (b) a Referred Customer has purchased a monthly subscription and three (3) consecutive months of valid payments have been received.

2 Joining the Program

1. 1. To begin enrollment, Affiliate shall submit a complete Affiliate Application via the PageCloud Site. Affiliate must provide full, true, and accurate information on the Affiliate application. PageCloud will evaluate Affiliate’s application in good faith and will notify the candidate of their acceptance or rejection within thirty (30) business days. Unless Affiliate received clear written notice from PageCloud confirming their participation in the Program, Affiliate shall not be deemed to be part of the Program.
   2. PageCloud may reject any Affiliate application if PageCloud determines, in PageCloud’s sole discretion, that the Affiliate Site or activities are unsuitable for the Program for any reason. If PageCloud accepts an Affiliate application and thereafter the Affiliate Site or activity is determined, in PageCloud’s sole discretion, to be unsuitable for the Program, PageCloud may terminate the Affiliate’s participation in the Program at any time.
   3. Unsuitable Affiliate sites or activities may include, but are not limited to, sites containing or activities related to illegal, offensive, abusing, infringing content, or which incorporate images or content that is, in any way, unlawful, harmful, misleading, threatening, defamatory, obscene, harassing, or racially, ethically, or otherwise objectionable, including without limitation, sites or activities that promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities; or incorporate any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights of any third party (collectively, “Content Restrictions”).

3 Tracking Codes

1. 1. To permit accurate tracking, reporting, and Affiliate Fee accrual, PageCloud will provide Affiliate with a Tracking Code. Affiliate must ensure that each of the links between its Affiliate Site and PageCloud Site properly utilizes the Tracking Codes provided to Affiliate.
   2. Affiliate is not authorized to alter, modify, or change any of the Tracking Codes. Affiliate will only earn payments in accordance with the terms described in Schedule A of the PageCloud Affiliate Program Agreement. PageCloud will not be held liable to the Affiliate with respect to any failure by Affiliate to use such Tracking Codes. PageCloud will not be responsible for errors which may occur in the tracking of transactions if the Affiliate has made or caused any such modification to the Tracking Code. For the avoidance of doubt, Affiliate will use the Tracking Code only for the purposes of the Program. Any other use of the Tracking Code will be considered void and, subject to PageCloud’s sole discretion, shall be deemed as breaching this Agreement and will not entitle Affiliate to any Affiliate Fee which is based on such unauthorized use.

4 Affiliate Fees

1. 1. For every new PageCloud Subscription purchased by a Referred User through Affiliate’s Tracking Code, and subject to the compliance of the Affiliate with the provisions of this Agreement, Affiliate shall be entitled to receive Affiliate Fees in accordance with the Schedule A terms described in the PageCloud Affiliate Program Agreement.
   2. Notwithstanding the foregoing, in the event that any Referred User purchases a new PageCloud Subscription through the Affiliate’s Tracking Code, and such purchase is subject to Special Sale Terms, the Affiliate Fees payable to Affiliate (if any) shall be subject to and reduced in accordance with the discount or other special benefits applicable to the Subscription under the Special Sale Terms.
   3. During the Term of this Agreement, PageCloud shall keep track of any Referred User by attaching to such Referred User a Tracking Code, which shall be retained by PageCloud for a period of thirty (30) business days, provided that such period is within the Affiliation Term. If within such period the Referred User has not purchased a Subscription deeming them a Referred Customer, then the Affiliate will not be entitled to any Affiliate Fees with respect to such User, even if at a later time such Referred User purchases a Subscription and becomes a Referred Customer.
   4. Affiliate Fees are payable to an Affiliate only for the first purchase of a PageCloud Subscription made by a respective Referred User. The Affiliate Fee shall not apply, in respect of any particular Referred User, on any renewals, second purchases, or otherwise.

5 Affiliate Fee Payment and Reporting

1. 1. Affiliate Fees will be payable within twenty (20) business days following the end of each Payment Period for all Validated Transactions occurring during that Payment Period. Payment Periods will correspond with PageCloud’s Financial Quarters, which are as follows: January, February, and March (Q1); April, May, and June (Q2); July, August, and September (Q3); October, November, and December (Q4).
   2. Affiliate Affiliate Transactions will not be deemed to be Validated Transactions, and will not be eligible to accrue Affiliate Fees, unless and until one of the following criteria have been met:

(i) a Referred Customer has purchased an annual Subscription and valid payment has been received, or;

(ii) a Referred Customer has purchased a monthly Subscription and three (3) consecutive months of valid payments have been received.

If a Referred Customer cancels their monthly subscription before three (3) consecutive months of payments have been received by PageCloud, the transaction will not be deemed a Valid Transaction, and no Affiliate Fees shall be paid to Affiliate for that Referred Customer.

1. 1. All payments of the Affiliate Fees will be due and payable in United States Dollars only, except as otherwise determined by PageCloud in its sole discretion. Payment will be made through electronic funds transfer or any other method chosen by PageCloud in its sole discretion. Affiliate is responsible to provide PageCloud with full and accurate banking details, and other information, as required, for PageCloud to remit the Affiliate Fees, and Affiliate shall be solely liable for any delay in payment resulting from its failure to duly and timely provide PageCloud with such details.
   2. In the event of any activity deemed suspicious by PageCloud at its sole determination, PageCloud may delay payment of the Affiliate Fees to Affiliate for up to one hundred eighty (180) days to verify the relevant transactions, and in the event that PageCloud determines the activity to constitute Fraud Traffic, it shall recalculate and/or withhold the Affiliate Fees accordingly and in its sole discretion. In the event that PageCloud reasonably determines that Affiliate is involved, directly or indirectly, in any fraudulent, deceptive, manipulative, misleading, or otherwise illegal activity connected to PageCloud, including without limitation to the PageCloud Site, Tracking Codes and/or Users, PageCloud shall have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to render the Tracking Codes assigned to such Affiliate inoperative and immediately block Affiliate access to the Program, with no compensation to Affiliate and no liability whatsoever to PageCloud. Affiliate hereby irrevocably waives any claim or demand whatsoever against PageCloud, its directors, officers, shareholders, or employees in respect of such action taken by PageCloud.
   3. Affiliate is responsible for the payment of all taxes applicable to the conduct of Affiliate’s business. The payment to the Affiliate shall be subject to any withholding tax obligations applicable by law. It is agreed that the Affiliate Fees are inclusive of any and all taxes applicable by any law including VAT.
   4. In the event of a discrepancy between the dollar amount that PageCloud reports to be payable to Affiliate for a particular Payment Period and the amount Affiliate believes that they are owed for Validated Transactions which occurred during that Payment Period, Affiliate has until the end of the Payment Period in which the Report was issued to dispute the payment amount. Once a dispute has been issued, PageCloud will investigate the claim and will determine in its sole discretion whether Affiliate’s claim of mispayment is warranted. If PageCloud determines Affiliate’s claim of mispayment to be valid, the amount accounting for the disparity will be added to the Payment Period Report for the Quarter in which the dispute was issued. The failure of Affiliate to inform PageCloud of any payment dispute by the end of the Quarter in which the Payment Period Report was issued will be construed as Affiliate’s acceptance of PageCloud’s determination of Affiliate Fees due for that Payment Period and constitutes a waiver of Affiliate’s rights to dispute the payment.

6 Minimum Transactions Required

1. 1. Participation in the Affiliate Program is contingent upon each Affiliate achieving the Minimum Transaction Requirement in each Payment Period during such Affiliate participation in the Program.
   2. The Minimum Transaction Requirement is the achievement of an average of at least three (3) Validated Transactions in each calendar month, resulting in at least nine (9) Validated Transactions in each Payment Period during Affiliate’s participation in the Program. Notwithstanding the foregoing, during the first Quarter of Affiliate’s participation in the Program, the Minimum Transaction Requirement is an average of at least one (1) Validated Transaction in each calendar month, and at least three (3) Validated Transactions in the Payment Period, to account for Affiliate’s unfamiliarity with the Program. PageCloud shall have the right to change the Minimum Transaction Requirement at any time at its sole discretion. In the event of such change, PageCloud shall provide a notice to all Active Affiliates participating in the Program.
   3. In no event will PageCloud pay to any Affiliate any Fees unless and until at least nine (9) Validated Transactions have occurred during the Payment Period, and therefore in the event that the Affiliate has failed to reach at least nine (9) Validated Transactions by the end of a Payment Period, any reached Transactions (and the Fees related thereto) shall be carried over and added to the next Quarter’s Affiliate Fees. In the event that the Affiliate fails to reach at least nine (9) Validated Transactions within three (3) consecutive Payment Periods, then PageCloud shall have the right in its sole discretion to regard such Affiliate as a Non-Active Affiliate, the Fees due to any Transactions until then will be voided and cancelled, and PageCloud may terminate this Agreement without liability to Affiliate, including any payment liabilities whatsoever.
   4. A Terminated Affiliate shall not be entitled to rejoin the Affiliation Program for a period of six (6) months following the date of Termination of such Affiliate’s participation in the Program.

7 PageCloud Transactions Processing Services Policies and Pricing

1. 1. PageCloud will process Transactions placed by Users who used the Tracking Codes from the Affiliate Site to PageCloud Site.
   2. PageCloud reserves the right to reject Transactions that do not comply with any reasonable requirements that PageCloud may periodically establish.
   3. PageCloud will be responsible for all aspects of processing and fulfillment of Transactions.
   4. PageCloud will track purchases generated by Users referred through the Affiliate Site. To permit accurate tracking, reporting, and Affiliate Fees accrual, the Affiliate shall ensure that Tracking Codes are properly formatted. PageCloud will not be responsible for improperly formatted Tracking Codes.
   5. PageCloud may change the pricing, policies, and operating procedures at any time consistent with applicable laws. For example, PageCloud will determine the prices to be charged for services in accordance with PageCloud’s own pricing policies. In the event that such changes affect items that Affiliate already has presented on the Affiliate Site, the Ads, or any other information provided by Affiliate to third parties in respect with this Agreement and its participation in the Program, Affiliate must track such changes and reflect them in the Affiliate Site or in any other relevant marketing material.

8 Ads and Use of PageCloud Marks

1. 1. PageCloud hereby grants to Affiliate a non-exclusive, non-transferable, limited license to use the PageCloud Trademarks contained in the Ads provided to Affiliate by PageCloud for the sole purpose of this Agreement (the “License”). PageCloud will provide Affiliate with the necessary information to allow Affiliate to make appropriate Ads from the Affiliate site to the PageCloud Site. Affiliate may not use any of the PageCloud Trademarks in any manner other than as contained in the Ads. Furthermore, Affiliate may not modify any of the Ads in any way, whatsoever. The License shall expire upon the expiration or termination of the Affiliation Term.
   2. Affiliate shall display the Ads subject to requirements as PageCloud may from time to time impose and provide to Affiliate, including PageCloud Trademark Guidelines. Affiliate may not use the Ads and the PageCloud Trademarks contained therewith in a manner that, in PageCloud’s sole discretion, is disparaging or otherwise portrays PageCloud in a negative light. Affiliate shall have no other right, title, or interest in or to the Ads and PageCloud Trademarks contained therewith other than as specified in the limited license granted herein.
   3. Affiliate will be solely responsible for the content and manner of its marketing activities, subject to Affiliate’s compliance with the terms of this Section. All marketing activities must be professional, proper, and lawful under applicable rules or laws.
   4. PageCloud may at any time, without prior notice, require the Affiliate to remove or modify Ads, or dynamically replace the PageCloud Creative or text with creative or text suitable to PageCloud in PageCloud’s sole discretion.
   5. As between Affiliate and PageCloud, PageCloud shall own all right, title, and interest, including all intellectual property rights, in and to the PageCloud Site, the Program, and the PageCloud Trademarks.
   6. Affiliate shall not use any PageCloud Trademark including but not limited to the PageCloud logo or variations of the word “PageCloud” in Affiliate’s business name, logo, products, or services unless granted express written permission by PageCloud in advance of such use.

9 Marketing Activities

1. 1. Affiliate shall bear all costs and expenses related to Affiliate’s marketing or promotion of PageCloud in any area, location, territory, or jurisdiction, unless otherwise determined by PageCloud in its sole discretion.
   2. In no event shall Affiliate engage in any PageCloud-related marketing activities except as expressly set forth in this Agreement.
   3. In the event that Affiliate has a list of emails where the individuals on the list have expressly elected to receive emails from Affiliate (“Opt-In List”), Affiliate may make a written request to PageCloud to send emails regarding the offering of PageCloud to the individuals on the Opt-In List, and PageCloud may, in its sole discretion, allow Affiliate to send such emails.
   4. Affiliate shall comply with all applicable laws, rules, regulations, and directives, including but not limited to those relating to email marketing and “spamming”.
   5. If Affiliate sends, or causes to be sent, any messages or communications by electronic means, including but not limited to email and instant messages (“Emails”) in connection, directly or indirectly, with this Agreement and/or the Program, then Affiliate agrees, acknowledges, represents, and warrants that all such emails shall be in full compliance with all Laws that are applicable to the Affiliate and Affiliate Site in the jurisdictions in which they operate.
   6. Affiliate agrees to not utilize SPAM in promoting PageCloud. PageCloud maintains a zero-tolerance policy towards the sending of SPAM, including, but not limited to, unsolicited commercial emails. This action may result in the immediate suspension or termination of Affiliate Agreement with a cancellation of and possible forfeiture of any pending Fees. Affiliate will also be in violation of this Agreement and subject to legal action and be held liable for any financial loss incurred by PageCloud.
   7. SPAM is defined as including, but not limited to, the following:
      1. Sending, initiating, or procuring the sending of an email to any person who has either not explicitly requested to receive such messages (or has explicitly requested to receive no further emails) specifically from Affiliate, including without limitation for the purposes of sending unsolicited bulk email, executing any “mass mailings” or “email blasts”, or for the purpose of spamming any public forum, including without limitation, any blog, message board, classified listings, auction sites, newsgroups, or similar service.
      2. Employing any false, deceptive, or misleading information regarding Affiliate’s identity, or regarding the intent, subject, or origin of the message or failing to include accurate information regarding Affiliate identity, and the intent, subject, and origin of the email.
      3. Exploiting documented or undocumented security holes on any client or server machine.
      4. Failing to:
         1. include clear, valid, or conspicuously displayed “From” and “Subject” lines in the email;
         2. include a functioning return address (or hyperlink) in the email that enables the recipient to submit a request to receive no further messages from the Affiliate (“Opt-Out Request”) for no less than thirty (30) days from the date the email was sent; or
         3. honor any Opt-Out Request within ten (10) days of receipt of such Opt- Out Request by Affiliate.

1. 1. Obtaining email addresses via automated means or sending any email to any address which was obtained via automated means, including via the automated combination of names, letters, or numbers, dictionary attacks, or the use of spyware, viruses, or other means of bypassing system security or invading customer privacy.
   2. Employing any fraudulent, deceptive, false, or misleading information in connection with the emails.
   3. Sending any commercial marketing email or promotion to, or collecting any personally identifiable information from, any person who is under eighteen (18) years of age.

10 Affiliate shall not:

1. 1. send any email regarding PageCloud to any individual or entity that has not requested such information;
   2. fail to include Affiliate’s contact information and “unsubscribe” information at the bottom and top of any email regarding PageCloud;
   3. imply that such emails are being sent on behalf of PageCloud;
   4. engage in any fax, print, broadcast, telemarketing, or any other offline marketing methods with respect to PageCloud;
   5. use malware, spyware, or any other aggressive advertising or marketing methods in any of its dealings relating to PageCloud;
   6. make any false, misleading, or disparaging representations or statements with respect to PageCloud;
   7. copy, resemble, or mirror the look and feel of PageCloud’s website, PageCloud Trademarks or Services, or otherwise misrepresent Affiliate’s association with PageCloud; or
   8. engage in any other practices which may adversely affect the credibility or reputation of PageCloud, including but not limited to sending email communications or using any Website in any manner, or having any content on any Website that:
      1. uses aggressive or low-quality marketing, including marketing services that are unrelated to PageCloud;
      2. promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, and/or any illegal or objectionable activities; or
      3. violates any intellectual property or other proprietary rights of any third-party.

11 Compliance with Laws

1. 1. In addition to, and without limiting the provisions of this Agreement, Affiliate shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all Laws.

12 Affiliate Duty to Inform

1. 1. Affiliate shall promptly inform PageCloud of any information known to Affiliate that could reasonably lead to a claim, demand, or liability of or against PageCloud by any third party.

13 Prohibition on Sponsored Link

1. 1. Affiliate shall not use, procure, bid on, or otherwise arrange for a Sponsored Link which uses or includes any of the PageCloud Trademarks.
   2. Affiliate shall not register, procure, or use any internet domain name that includes any of the PageCloud Trademarks or any variations thereof.

14 General Provisions, Responsibilities of the Affiliate, Representations, and Warranties

1. 1. You hereby warrant and represent that you are over the age of eighteen (18), and in all respects are qualified and competent to enter into this Agreement as an Affiliate, whether on your own behalf or on behalf of your employer.
   2. Affiliate will provide accurate and complete details regarding their identity and personal details such as bank account, wiring instructions, address, or other required information.
   3. Affiliate will be solely responsible for the development, operation, and maintenance of the Affiliate Site and Affiliate’s activities and for all materials related thereto. Affiliate will indemnify and hold PageCloud harmless from all claims, damages, and expenses incurred by PageCloud due to any third-party claim relating to the development, operation, maintenance, manner, and contents of the Affiliate Site or activities.
   4. Affiliate acknowledges that PageCloud will use the email address provided by Affiliate as the primary method for communication.
   5. If you sign up for the Affiliate Program on behalf of your employer, your employer shall be deemed to be the Affiliate for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Affiliate is responsible for assuring that its employees, agents, and subcontractors comply with this Agreement.
   6. In the event that any entity (including any employee, agent, subcontractor, or representative of Affiliate (each, an “Affiliate Agent”) participates in the Program or otherwise acts on behalf of Affiliate with respect thereto, Affiliate shall ensure that such Affiliate Agent fully complies with the terms of this Agreement, and Affiliate shall be fully liable for any act or omission of such Affiliate Agent.
   7. Affiliate hereby represents and warrants to PageCloud that materials posted on their Affiliate Site do not violate or infringe upon the rights of any third-party, and that materials posted on their Affiliate Site are not libelous or otherwise illegal nor may cause Affiliate to violate any of its representations or obligations under this Agreement. PageCloud disclaims all liability for all such matters.
   8. As a condition to Affiliate’s participation in the Program, Affiliate hereby represents and warrants that during the Term of this Agreement, Affiliate will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgements, decisions, or other requirements of any governmental authority as applicable to Affiliate, whether those laws are now in effect or later come into effect during the Term of this Agreement.
   9. Affiliate acknowledges and agrees that PageCloud may amend these Terms and Conditions at any time. Notice for any significant changes to the PageCloud Affiliate Terms will be provided by email, to Affiliate’s address as provided to PageCloud and will be considered sufficient notice to Affiliate of a modification to the Terms. Modifications may include, but are not limited to, changes in the scope of available Affiliate Fees, payment procedures and schedules, and Affiliate Program rules.
   10. Affiliate’s continued participation in the PageCloud Affiliate Program after the amended Terms and Conditions are posted to PageCloud’s Site constitutes Affiliate’s agreement to, and acceptance of, the amended Terms. If Affiliate does not agree to any changes to the Terms and Conditions, Affiliate must terminate the Terms by discontinuing its participation in the PageCloud Affiliate Program.
   11. Other than the limited license to use the PageCloud Trademarks pursuant to this Agreement, Affiliate shall not use the PageCloud Trademarks (meaning any names and/or trademarks or any other protected branding associated with PageCloud services) and/or variates or misspellings thereof in PageCloud’s business name, logo, branding, advertising, social media, or domain name (including without limitation top-level domains and page URLs).
   12. Affiliate shall not purchase or register search engine of pay-per-click keywords (such as Google AdWords), trademarks, or domain names that use the PageCloud Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the PageCloud Trademarks.
   13. Affiliate is required to immediately inform PageCloud in writing if Affiliate is already participating or is looking to participate in other programs offered by PageCloud, including but not limited to the PageCloud Partner Program. In such case, PageCloud, in its sole discretion, may choose to appoint Affiliate to be either its affiliate or Partner Program, but in any event not both, unless confirmed otherwise in writing by PageCloud. In case PageCloud has any doubt that Affiliate participates in two or more different programs without PageCloud’s prior written approval, PageCloud may terminate the Agreement immediately and any unpaid or earned (whether from one or all the programs) will be void and cancelled, all at PageCloud’s sole discretion. Notwithstanding the foregoing, PageCloud will be entitled to claim back all Fees paid to Affiliate who participated in two or more different programs without PageCloud’s prior written approval.
   14. This Agreement has been duly and validly executed and delivered by Affiliate (by acceptance of its terms) and constitutes Affiliate’s legal, valid, and binding obligation, enforceable against Affiliate in accordance with the terms contained herein.
   15. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by Affiliate in connection with the execution, delivery, and performance of this Agreement or the taking by Affiliate of any other action hereunder.
   16. To the best of Affiliate’s knowledge, there is no pending threatened claim, action, or proceeding against Affiliate, or any affiliate thereof, with respect to the execution, delivery, or consummation of this Agreement, or with respect to any intellectual property infringement, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
   17. Affiliate understandings that PageCloud may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate sites that are similar to or compete with the Affiliate Site.
   18. PageCloud has the right, in PageCloud’s sole discretion, to monitor Affiliate Site at any time and from time to time to determine if the Affiliate is in compliance with the terms of this Agreement. Any deviations from the guidelines and treatment described in this Agreement must be approved in advance and in writing by PageCloud.

15 Relationship of Parties

1. 1. PageCloud and Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
   2. Affiliate will have no authority to make or accept any offers or representations on PageCloud’s behalf. Affiliate will not make any statement, whether on their Affiliate Site or otherwise, that reasonably would contradict anything in this Agreement.

16 Feedback

1. 1. If Affiliate provides any feedback (including identifying potential errors and/or improvements) to PageCloud concerning the Affiliate Program, PageCloud Creative, or any aspects of the Service (“Feedback”), Affiliate hereby assigns to PageCloud all right, title, and interest in and to the Feedback, and PageCloud is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment, or restriction, including to improve the Affiliate Program, PageCloud Creative, and/or the Service and to create other products and services. PageCloud will treat any Feedback as non- confidential and nonproprietary. Affiliate will not submit any Feedback that it considers confidential or proprietary.

17 Affiliation Term and Termination

1. 1. The term of Affiliate’s participation in the Program shall commence upon PageCloud’s acceptance of the Affiliate Application and shall end upon provision of the termination notice by either party in accordance with the provisions of this Agreement (the “Affiliation Term”).
   2. Either party may terminate Affiliation Term at any time, with or without cause, by giving the other party ten (10) business days prior written notice of termination.
   3. In the event of a material breach of this Agreement by Affiliate, PageCloud may, at its sole and absolute discretion, terminate the Affiliation Term immediately, without prior notification, and the Affiliate will not be entitled to receive any unpaid Affiliate Fees, which accrued prior to such termination.
   4. Any provisions that by their express terms do, or by their nature should, survive termination of Affiliation Term, shall continue to be in force despite the termination of the Affiliation Term.
   5. Upon termination of this Agreement for any reason:
      1. Affiliate shall remove all Tracking Codes, Ads, and other Program-related content from Affiliate Site or any other communication means used by Affiliate within 10 business days;
      2. Affiliate will immediately cease use of, and remove from Affiliate Site, all links to PageCloud Site and all of PageCloud Trademarks, and all other materials provided by or on behalf of PageCloud pursuant hereto or in connection with the Program;
      3. Each party shall return to the other party, or destroy (and provide certification of such destruction), all property of the other party in its possession or control (including all PageCloud Creative and Confidential Information);
      4. Affiliate shall immediately cease displaying any PageCloud Creative and/or any PageCloud Trademarks on any Website or otherwise; and
      5. All rights granted to Affiliate hereunder will immediately cease, including but not limited to the right of Affiliate to to receive any payments of Fees hereunder, unless otherwise determined by PageCloud in its sole discretion.

18 Disclaimers

1. 1. PageCloud makes no express or implied warranties or representations with respect to this Agreement, the Program, and the information to be delivered pursuant hereto, including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, trade usage, or fitness for a particular purpose.
   2. PageCloud makes no representation as to any of the information found on PageCloud’s Site. The materials on PageCloud’s Site and for the Affiliated Sites are provided “as is” without any express or implied warranty of any kind. PageCloud does not warrant the accuracy or completeness of the information, text graphics, links, or other items contained on the PageCloud Site. Any of the information offered on PageCloud’s Site may change at any time without notice.
   3. Should the materials or services provided prove defective and/or cause any damage to equipment or any loss or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes the entire cost and responsibility for them.
   4. Affiliate will indemnify and hold harmless PageCloud, its subsidiaries, officers, employees, agents, and third-parties from and against any claims, liabilities, losses, costs, damages, or expenses (including attorney’s fees) arising, directly or indirectly, in connection with Affiliate’s operations or website or out of any disputes between Affiliate and any other party relating to this Agreement or the participation in the Program the Sites, or to services provided by PageCloud.

19Confidentiality

1. 1. PageCloud may disclose to Affiliate certain information as a result of Affiliate’s participation in the Program, which information we consider to be confidential (herein referred to as “Confidential Information”). For purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to :
      1. Any modifications to the terms and provisions of the Program made specifically for the Affiliate or Affiliate Site and not generally available to other Affiliates of the Program;
      2. Price guidelines, future service releases, trade secrets, know-how, inventions, processes, programs, schematics, data, pricing and discount schedules, customer lists, financial information, and sales and marketing plans relating to PageCloud or PageCloud’s services.

1. 1. Confidential Information shall also include any information that PageCloud designates as confidential during the term of this Agreement. Confidential Information shall not include information which is:
      1. Previously known to the other party without obligation of confidence or without breach of this Agreement;
      2. Publicly disclosed (other than to the Affiliate) either prior or subsequent to the Affiliate’s receipt of such information; or
      3. Required to be disclosed by the other party by law or by the order of a court or similar judicial or administrative body.
   2. Affiliate shall at all times, both during the Term and at all times thereafter, keep and hold such Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without PageCloud’s prior written consent.

20 Limitations of Liability and Indemnification

1. 1. Under no circumstances shall PageCloud, its subsidiaries, officers, directors, employees, or suppliers be held liable for any direct or indirect damages and/or losses to the Affiliate, user and/or other third-party that may arise due to Downtime and/or availability of PageCloud Site or the Program. Moreover, PageCloud, its subsidiaries, officers, directors, employees, or suppliers shall not be held liable for any losses of any kind that may result due to downtime in the Program and/or any other third-party’s downtime.
   2. Notwithstanding anything to the contrary contained in this Agreement, PageCloud, its subsidiaries, officers, directors, employees, or suppliers will not be liable to Affiliate with respect to any subject matter of this Agreement under any contract, negligence, tort, strict liability, or other legal or equitable theory for any indirect, incidental, consequential, special, punitive, or exemplary damages (including, without limitation, loss of goodwill or actual or anticipated revenue, profits, or lost business), even if PageCloud, its subsidiaries, officers, directors, employees, or suppliers have been advised of the possibility of such damages.
   3. Affiliate agrees to indemnify, defend, and hold harmless PageCloud and all PageCloud Related Entities and the directors, officers, employees, subcontractors, and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt, or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of:
      1. Affiliate’s breach of any representation, warranty, obligation, or covenant under this Agreement;
      2. Affiliate’s gross negligence or willful misconduct;
      3. Any warranty, condition, representation, indemnity, or guarantee relating to PageCloud and PageCloud Related Entities granted by Affiliate to any third- party;
      4. Affiliate’s breach of any term of this Agreement;
      5. Any third-party claim that Affiliate’s products, services, site, or any content therein infringes the intellectual property or other rights of a third-party; and
      6. The performance, nonperformance, or improper performance of the Affiliate’s products, services, site, or referrals.

21 Notice of Indemnification

1. 1. In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Affiliate with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Affiliate shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim, the Affiliate will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

22 Non-Exclusive Remedies

1. 1. In the event of any breach or threatened breach by Affiliate of any provision of the Affiliate’s responsibilities, PageCloud’s intellectual property or other proprietary rights, or confidentiality, in addition to all other rights and remedies available to PageCloud under this Agreement and under applicable law, PageCloud shall have the right to:
      1. Immediately enjoin all such activity, without the necessity of showing damages or posting bond or such security;
      2. Immediately terminate this Agreement and Affiliate’s engagement hereunder; and
      3. Be indemnified for any losses, damages, or liability incurred by PageCloud in connection with such violation, in accordance with the provisions of this Agreement.

23 Assignment

1. 1. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns, and legal representatives. PageCloud shall be permitted to assign this agreement without notice to or consent from Affiliate. Affiliate shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without PageCloud’s Prior written consent, to be given or withheld in PageCloud’s sole discretion.

24 Entire Agreement

1. 1. This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced herein, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Party shall be bound by, and each Party specifically objects to, any term, condition, or other provisions that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

25 No Waiver

1. 1. The failure by either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

26 Applicable Laws

1. 1. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with this Agreement that cannot be amicably resolved.

27 Acceptance

1. 1. By signing the “PageCloud Affiliate Program Agreement”, Affiliate hereby fully agrees with all terms and provisions of the PageCloud Affiliate Terms and Conditions, including all documents linked to herein.

28 Modification

1. 1. PageCloud reserves the right to update and change the Affiliate Program Terms and Conditions by posting updates and changes on the PageCloud website (https://www.pagecloud.com/affiliates/terms) the “PageCloud Site”. If significant changes are made, we will provide reasonable notice by email. It is your responsibility to check the Terms and Conditions from time to time for any update or changes that may impact you, and you agree that PageCloud has no liability arising from your failure to do so. Notice for any changes to the PageCloud Affiliate Agreement will be provided by email, to Affiliate’s address as provided to PageCloud and will be considered sufficient notice to Affiliate of a modification to the terms of the Agreement. Modifications may include, but are not limited to, changes in the scope of available Affiliate Fees, payment procedures and schedules, and Affiliate Program rules.
   2. Notwithstanding the foregoing, the Affiliate Fees Plan may be altered, modified, or changed by PageCloud, from time to time, in its sole and absolute discretion, provided that PageCloud will notify Affiliate of such change of the Affiliate Fees Plan. Affiliate Fees earned prior to such change will be paid according to the conditions in effect prior to such changes. Affiliate Fees earned after such change is in effect will be paid according to the new conditions of the amended Affiliate Fees Plan’s effective date at which the payment has been made.
   3. If any modification of the Affiliate Agreement or Affiliate Terms and Conditions are unacceptable to Affiliate, it is the Affiliates sole recourse shall be to terminate the Agreement. Affiliate’s continued participation in the Program following posting of a change notice or a new agreement will constitute binding acceptance of such change.

29 Independent Investigation

1. 1. PageCloud encourages Affiliate to consult with legal and/or financial and/or tax and/or accounting advisors prior to entering the Program.
   2. Affiliate acknowledges and agrees that nothing herein and no statement by PageCloud or any of its employees or other person associated with PageCloud has prevented Affiliate in any way from seeking such advice before entering into this Agreement.
   3. Affiliate has independently evaluated the desirability of participating in the Program and Affiliate is not relying on any representations or statements other than as set forth in this Agreement.
   4. Affiliate has read this Agreement carefully and understands it, has been given the opportunity to consult with counsel, and accepts the obligations which it imposes upon Affiliate without reservation. Affiliate has also taken into account the limitation of liability and warranty disclaimer provisions of this Agreement prior to accepting this Agreement. No promises or representations have been made to Affiliate to induce Affiliate to accept this Agreement. Affiliate agrees to these terms voluntarily and freely.