1 Definitions

“Eligibility Requirements” – has the meaning given to it in Section 2.a.

Existing PageCloud Customer” – PageCloud customers who have purchased PageCloud Subscriptions directly from PageCloud.

“Hire” – an Existing PageCloud Customer who engages Pro for the provision of professional services.

“PageCloud Policies” – PageCloud Terms of Service located at https://www.pagecloud.com/terms-conditions and PageCloud Privacy Policy located at https://www.pagecloud.com/privacy-policy, each as updated from time to time.

“PageCloud Financial Quarter” - one of the following: (i) January to March; (ii) April to June; (iii) July to September; or (iv) October to December.

“PageCloud Site” - https://www.pagecloud.com

“PageCloud Subscription” – monthly or annual subscriptions purchased through the PageCloud Site to use PageCloud’s software for the purposes of creating and maintaining a website.

“Pro” – a person or entity who wishes to apply for the Program or has been granted access to the Program by PageCloud.

“Pro Account” – has the meaning given to it in Section 2.a.

“Pro Application” – the application submitted by a Pro through the PageCloud Site to participate in the Program.

“Pro Directory” – a listing that showcases active Pros which Existing PageCloud Customers may refer to for the purposes of engaging professional services provided by a Pro.

“Pro Rebate” – the rebate amount remitted to Pro for its participation in the Program in accordance with terms mutually agreed upon between Pro and PageCloud, subject to the terms and conditions set out in these Program Terms.

“Pro Sites” – website created on the PageCloud Site by the Pro or through the Pro Account.

“Program” – the PageCloud Pros Program that gives creative professionals additional tools and perks when building multiple sites for their clients.

“Program Terms” – these PageCloud Pro Programs Terms.

“Special Sale Terms” – special discounts, rebates or other benefits offered by PageCloud from time to time and which apply to certain PageCloud Subscriptions.

“Validated Transaction” – (i) PageCloud Subscriptions that are purchased by a Pro following its acceptance into the Program and for which valid payment has been received from Pro by PageCloud (“Pro Validated Transaction”); (ii) PageCloud Subscriptions that are purchased through affiliation with a Pro following Pro’s acceptance into the Program and for which valid payment has been received by PageCloud from Pro’s customer (“Customer Validated Transaction”).

2 Joining the Program

a. Eligibility Requirement
In order to be eligible for the Program and the Pro Rebate, a Pro must fulfill the following criteria:

• A Pro must have registered for a PageCloud account (“Pro Account”);

• A Pro must have a minimum of three (3) Validated Transactions;

• A Pro must be 18 years of age or the age of majority in which the Pro resides or a validly existing entity according to the laws of its jurisdiction; and

• A Pro must not be located in a country which is subject to economic sanctions and/or trade restrictions under applicable Canadian legislation.  Furthermore, a Pro must not be under the control of, or affiliated with, any entity which is subject to economic sanctions and/or trade restrictions under applicable Canadian legislation;

(collectively, “Eligibility Requirements”). Fulfilling the Eligibility Requirements does not guarantee a Pro will accepted into the Program. The Eligibility Requirements must be maintained by Pro upon acceptance into the Program.

b. Application Process
In order to apply for the Program, Pro shall complete and submit a Pro Application via the PageCloud Site. Pro must provide full, true, and accurate information on the Pro Application.

c. Acceptance by PageCloud
PageCloud will evaluate the Pro Application and will notify the Pro of its acceptance or rejection within thirty (30) calendar days. If a Pro is accepted into the Program, PageCloud will send a written notice (email will suffice), to Pro confirming Pro’s participation in the Program.PageCloud may reject any Pro Application if PageCloud determines, in PageCloud’s sole discretion, that the Pro Sites or Pro’s activities are unsuitable for the Program. If PageCloud accepts a Pro Application and thereafter the Pro Site or activity is determined, in PageCloud’s sole discretion, to be unsuitable for the Program, PageCloud may terminate Pro’s participation in the Program at any time.Unsuitable Pro 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.

3 Pro Rebate
Once a Pro is accepted into the Program, subject to Pro’s compliance with these Program Terms, the Pro shall be entitled to receive a Pro Rebate per Validated Transaction in accordance with the rates mutually agreed upon in writing between Pro and PageCloud.

4 Feedback
If Pro provides any feedback (including identifying potential errors and/or improvements) to PageCloud concerning the Program, or any other programs, products or services provided by PageCloud (“Feedback”), Pro hereby assigns to PageCloud all right, title, and interest in and to the Feedback, and agrees and acknowledges that PageCloud is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment, or restriction, including to improve the Program or any other services, products or programs offered by PageCloud and to create other products and services. PageCloud will treat any Feedback as non-confidential and non-proprietary. Pro shall not submit any Feedback that it considers confidential or proprietary.

5 Termination

a. Termination
PageCloud may terminate Pro’s status and access to Pro Rebates immediately upon notice to Pro: (1) if Pro fails to maintain the Eligibility Requirements; or (2) breaches any provision of these Program Terms or other PageCloud Policies.In the event that the Pro fails to maintain a minimum of three (3) Validated Transactions for nine (9) consecutive months, then PageCloud shall have the right in its sole discretion to terminate Pro’s participation in the Program upon notice without any penalty whatsoever. A Pro whose access has been terminated for any reason whatsoever shall not re-join the Program for a period three (3) months following the date of such termination, unless otherwise stated by PageCloud.

b. Effect of Termination
As of the effective date of the termination, Pro shall not be entitled to receive any Pro Rebates and PageCloud shall (1) terminate Pro’s access to any services and products provided through the Program; and (2) remove Pro from the Pro Directory.

6. End user solicitation/communication
PageCloud shall not be restricted from, and may in its sole discretion, contact and solicit users or customers with: (a) with whom PageCloud already has a direct relationship (for example: if an existing PageCloud customer hires a Pro to update or construct their website); or (b) a user or customer who initiates contact with PageCloud (for example: user or customer initiates interaction with PageCloud’s support team); or (c) a customer or user who has terminated its relationship with a Pro (for example: a customer or user who terminates its relationship with a Pro but continues to maintain its PageCloud Subscription).

 
7. Representations, Warranties and Covenants of Pro
Pro represents, warrants and covenants the following:

a. Pro is not subject to sanctions under Canada’s economic and trade sanctions legislation, including the United Nations Act, the Special Economic Measures Act, the Justice for

Victims of Corrupt Foreign Officials Act, Freezing Assets of Corrupt Foreign Officials Act, or Part II.1 of the Criminal Code.

b. Pro is not in material violation of any laws, rules, or regulations which apply to the conduct of its business.

c. There has never been any citation, fine, or penalty imposed, asserted, or threatened against Pro under any foreign, federal, state, local, or other law or regulation relating to money laundering, foreign or domestic corrupt practices or bribery.

d. Pro is not aware of any current circumstances likely to result in the imposition or assertion of any such a citation, fine, or penalty. Pro will promptly notify PageCloud in writing if circumstances arise that would cause any of the foregoing statement to become false at any time during participation in the Program.

e. If Pro is a natural person, Pro will not share account details (including usernames and passwords) associated with the Pro Account. If Pro is an entity such as a design company, Pro will not share such account details with a third party.

f. Pro will not register, procure, or use any Internet domain name that includes or refers to any of PageCloud’s trademarks.

g.Pro shall comply with all PageCloud Policies and such other policies provided to Pro by PageCloud in writing or through the Pro Account from time to time. h.    In order to remain in good standing in the Pro Directory, Pro will respond to Hire opportunities within 48 hours from receipt of initial inquiry.

8 Risk Management

a. Pro agrees to indemnify, hold harmless, and defend PageCloud, its affiliates, subsidiaries, agents, successors, assigns, third party providers, licensors, and suppliers, and each of their respective officers, directors, employees, and representatives (collectively "Indemnified Parties") from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to lawyers' fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) Pro’s access to and acceptance in the Program, (ii) Pro’s access to and use of any services or products provided by PageCloud through the Program, (iii) services offered by Pro through access to or use of services and products offered by PageCloud, including breach of intellectual property rights of a third party by Pro, (iv) any breach or violation of these Program Terms by a Pro, or (v) Pro’s gross negligence or willful misconduct. Pro agrees: (i)    to fully cooperate at its expense as reasonably required by an Indemnified Party; (ii) each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder; (iii) Pro shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.

b. IN THE EVENT OF ANY PROBLEM WITH THE PROGRAM OR PRO REBATES, PRO AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY IS TO CEASE ACCESSING THE PROGRAM. UNDER NO CIRCUMSTANCES SHALL PAGECLOUD OR ITS AFFILIATES, SUBSIDIARIES, AGENTS, SUCCESSORS, ASSIGNS, THIRD PARTY PROVIDERS, LICENSORS, AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND REPRESENTATIVES BE LIABLE IN ANY WAY FOR PRO’S ACCESS TO AND USE OF THE PROGRAM, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY DELAY IN REMITTANCE OF PRO REBATES, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR RELATED TO, THE PROGRAM AND RECEIPT OF PRO REBATES. Certain jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set out herein may not apply to Pro.

c. Notwithstanding anything to the contrary contained in these Program Terms, PageCloud, its subsidiaries, officers, directors, employees or suppliers will not be liable to Pro with respect to any subject matter of these Program Terms under any contract, negligence, tort, strict liability or other legal or equitable theory for any direct, 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.

9 General provisions

a. Acceptance into other PageCloud Programs
Pro shall immediately inform PageCloud in writing if Pro is already participating or looking to participate in other programs offered by PageCloud, including without limitation, the PageCloud Pro Program and the PageCloud Affiliate Program. In such circumstances, PageCloud  may, in its sole direction, choose to accept Pro into the Program or another program offered by PageCloud. If Pro has been accepted into or is participating in two or more programs offered by PageCloud without prior written approval of PageCloud, PageCloud may terminate Pro’s access to the Program in its sole discretion upon notice to Pro and shall be entitled to claim back any Pro Rebates previously remitted to Pro.  

b. Miscellaneous
These Program Terms are governed by the laws of Ontario, Canada, without regard to conflict of laws principles that would require the application of the laws of another jurisdiction.  All disputes arising out of or in connection with these Program Terms, or in respect of any legal relationship associated with or derived from these Program Terms, will be finally resolved by arbitration under the Arbitration Rules of the ADR Institute of Canada, Inc., except in the case of disputes having a value of less than CAD$100,000, which shall be finally resolved by arbitration under the Simplified Arbitration Rules of the ADR Institute of Canada, Inc.  The seat of Arbitration will be Ottawa, Ontario. The language of the arbitration will be English.  The decision of the arbitrator will not be subject to appeal.

These Program Terms, any PageCloud Policies and any other documents expressly referencing these Program Terms constitute the entire agreement between Pro and PageCloud with respect to the Program, and supersede and replace any other agreements, terms and conditions applicable to the Program. These Program Terms create no third party beneficiary rights. PageCloud’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of these Program Terms will remain in full effect. Pro may not assign any of its rights in these Program Terms, and any such attempt is void, but PageCloud may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Program. A printed version of these Program Terms and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Program Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. PageCloud and Pro are not legal partners or agents; instead, their relationship is that of independent contractors. Notwithstanding the termination or expiration of these Program Terms for any reason, any provisions of these Program Terms containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of these Program Terms which, by its nature, is intended to survive termination or expiration, shall survive and remain in effect following any such termination or expiration.