Contract relating to the Affiliate Program of Haylem Inc.
(Effective March 2023)
This contract describes the obligations and responsibilities of Haylem « Haylem inc. » in relation to its Affiliate Program (the « Affiliate Program») as well as the rights and obligations of Affiliates.
Haylem means « Haylem inc. », with its main establishment at 3433, boul. de la Pinière, suite 209, Terrebonne, Quebec, Canada, J6X 0A1.
« Applicant » means the natural or legal person who wishes to join the Affiliate Program.
« Affiliate » means the natural or legal person who has been accepted by Haylem inc. and who has an « Affiliate promo code » for the purchase of products
« Website » refers to a website participating in Haylem's Affiliate Program or the Affiliate's website, as applicable.
« Affiliate Program » means the affiliate programm offered by Haylem.
« Affiliate promo code » means a promotional code provided by Haylem to an Affiliate for use by a third party in connection with the purchase of products on Haylem's online store.
2. Membership in the Affiliate Program
To join the Affiliate Program, the Applicant must complete the registration form and provide all requested information in a complete and truthful manner. The Applicant must agree to update this information whenever necessary. Haylem cannot be held responsible for the accuracy, sincerity and relevance of the information that the Applicant has communicated to them.
To join the Affiliate Program, the Applicant must be at least 18 years of age or represent a legal entity.
3. Process for accepting a registration request
Upon receipt of a registration request for the Affiliate Program, Haylem will visit the Applicant's Website and/or evaluate the registration request in good faith and then communicate its acceptance or refusal by email.
If Haylem accepts the registration request, the Applicant will then become a non-exclusive Affiliate of the Affiliate Program. They will receive by email, a few days following their acceptance, a confirmation of acceptance to the Affiliate Program, an Affiliate promo code and a specialized marketing kit including electronic promotional tools (banners, descriptive sheets, photos, video link).
At its sole discretion and without having to justify its decision, Haylem may refuse a registration request if it considers that the Website is not appropriate for the intended affiliation; or that membership is not in Haylem's interest.
Haylem will refuse an affiliation request if the Website is sexual or pornographic in nature; is political or religious in nature; encourages violence, illegality or any other reprehensible state or activity; encourages discrimination based on race, sex, religion, nationality, sexual orientation or age; sows or attempts to sow confusion in the minds of the public with another Website, related domain name, company, property or service; violates or is likely to violate any right, title or interest in intellectual property; or if it harms or is likely to harm the image of Haylem, its Website and its products, services, customers, suppliers or other Affiliates.
4. Affiliate promo code
The Affiliate is entirely responsible for offering their Affiliate promo code. Only sales made using their Affiliate promo code on Haylem's online store give entitlement to the commission provided for in this contract.
The Affiliate's participation in the Affiliate Program constitutes specific and unconditional acceptance to authorize Haylem to accept, receive, record and use their information to effectively manage the Affiliate Program.
5. Standards for promoting the Affiliate's Website
The Affiliate is free to present on their Website and through their promotional tools the products offered in the online store at lexibar.ca and must ensure that the presentation of the products in the store complies with the following provisions:
5.1 Promotional material
Haylem will provide a personalized marketing kit to the Affiliate following confirmation of their registration. Haylem does not authorize the Affiliate to use any other material whatsoever from Haylem's Website, outside of the marketing kit for promotion.
5.2 Affiliate promo code
Haylem will provide an Affiliate promo code to the Affiliate that they can display on their Website and in their advertising. Each Affiliate promo code contains a unique code for the Affiliate entitling them to a percentage discount at purchase, and a commission in the case that the Affiliate has selected this option. When the customer makes a purchase, they enter the Affiliate promo code to obtain their 10% or 15% discount, depending on the option chosen by the Affiliate. A commission of 0% or 10% can then be attributed to the Affiliate when registering their code according to the option chosen and related parameters as described in point 8 of this contract. For each sales transaction made on Haylem's online store using the Affiliate promo code, they will receive an email notice mentioning the use of their code.
It is important to note that it is prohibited to make the Affiliate promo code accessible on third-party sites or sites dedicated to coupon or promotional code delivery.
5.3 Zero tolerance for spamming
The Affiliate may not place their Affiliate promo code on a third-party site including discussion groups, forums, blogs, IRCs, instant messaging or similar resources unless the Affiliate has been clearly invited to do so or if they are responding to a question or contributing to a discussion.
The Affiliate may send promotional emails using their Affiliate promo code provided that the email recipient(s) are known personally or have a relationship with the Affiliate, or have explicitly requested to receive offers of this type and\/or voluntarily signed up for the Affiliate's inclusion list (« opt-in list »).The email must clearly identify the name of the Affiliate and their organization. In addition, email submissions must comply with the laws and regulations in force in the Affiliate's country as well as in the country of the email recipient.
Haylem does not tolerate under any circumstances the sending of unsolicited emails (“spam”) that promote or refer to Haylem's site.
5.4 Identity theft
Whether on the Affiliate's Website or elsewhere or when sending emails, the Affiliate may not promote Haylem using misleading advertisements that a) hide their identity; b) borrow Haylem's identity or name or that of its administrators; or c) borrow the identity of any other company that is not theirs.
The Affiliate may not register domain names that could cause confusion with Haylem Inc.'s site such as haylem.pro, elexibar.com, haylem.fr, etc.
If Haylem determines that Affiliate violates either spamming or identity theft rules, their status as an Affiliate will be terminated immediately and no commission will be paid for accounts due.
The purchase process is done only from Haylem's website online store. Haylem is responsible for all registration process, payment collection, cancellations and customer service.
7. Customer ownership
All buyers referred by the Affiliate, or from the Affiliate's Website, who use the latter's Affiliate promo code and who purchase LEXIBAR, will be deemed to be Haylem's customers.
8. Commissions payable by Haylem
Haylem will pay the Affiliate a commission of 10% on the amount after discount and before taxes (if applicable) of purchases made by buyers using the Affiliate promo code.
It should be noted that in the event that the Affiliate has selected the promotional offer entitling them to a 15% discount on the purchase of a LEXIBAR license by a third party using the Affiliate's promo code, no cash royalty will be paid to that Affiliate.
9. Commission payment
Commissions are automatically deposited into the affiliate's bank account as soon as a customer uses the code.
9.1 Canadian legal entity
Commissions are paid in Canadian dollars (CAD) for all companies headquartered in Canada. The Company must have a Canadian CAD currency bank account and payment will be made via direct bank deposit. The banking information required for direct deposit is required.
For a CAD account, a credit note will be placed in the affiliate's file according to the following criteria:
If the transaction is in CAD, there are no conversion fees and the discount will be 10% of the amount before taxes (if applicable) (e.g., $100 CAD invoice = $10 CAD discount).
Additional transaction fees may apply. The Affiliate should inquire with their personal financial institution for more information.
10. Taxes, duties and licenses
The Affiliate acknowledges that they are solely and entirely responsible for any obligation, statement and payment of taxes, duties, licenses, administrative fees, etc. to the various administrative and governmental levels of the country in connection with their participation in the Affiliate Program.
If the Affiliate' company is located in Canada and is subject to collecting sales taxes on products and services, they must provide their GST (Goods and Services Tax), QST (Quebec Sales Tax) or HST (Harmonized Sales Tax) numbers so that these taxes can be paid to them by Haylem.
11. Record of visits and sales
For each sales transaction made on Haylem's website using the Affiliate's promo code, the latter will receive an email notice indicating the use of their code.
12. Changes in the selling price of Website products
The prices displayed on Haylem's website may be changed at any time. Price changes will directly affect the net amount that the Affiliate will receive from their sales commissions since commissions are applicable on sold prices less discounts and before taxes (if applicable), and not on suggested retail prices.
13. Website and Affiliate Promotions Liability
The Affiliate is solely responsible for the development, operation, maintenance and content of their Website and the dissemination of all their promotions. Therefore, the Affiliate expressly releases Haylem from any liability in this regard and agrees to indemnify Haylem for any damages it may suffer; to take up Haylem's cause if it is sued or made a party to legal proceedings brought by a third party alleging fault related to the development, operation, maintenance or content of the Affiliate's Website or the dissemination of the Affiliate's promotions; and to indemnify Haylem for any monetary judgment in capital and interest as well as all legal fees and attorney fees that Haylem may incur as a result.
14. License granted by Haylem
For the duration of this Agreement, Haylem grants the Affiliate a non-transferable, non-exclusive and revocable license to use the Affiliate Promo Code, Affiliate Program Banners and resources specifically dedicated to Affiliates solely for the purpose of identifying the Affiliate as an Affiliate Website in Haylem's Affiliate Program.
The Affiliate may not modify, in whole or in part, the Affiliate Promo Code or promotional material offered in the « Marketing Kit » section of Haylem's website. The Affiliate must at all times respect Haylem's intellectual property rights (trademarks and copyrights). They may create their own promotions and banners by ensuring that their Affiliate Promo Code is properly integrated into them.
15. Declaration of Independence
The Affiliate and Haylem are understood to be independent of each other: this Agreement binds them only for the specific purposes mentioned herein. Therefore, the provisions of this Agreement cannot be interpreted as creating any association or partnership between them or as conferring any mandate from one to the other or creating any employer-employee relationship between them. In addition, neither may bind the other in any way whatsoever and with anyone other than in accordance with the provisions of this Agreement.
16. Limitation of Liability
Under no circumstances shall Haylem, including its shareholders, officers, executives, employees, collaborators, authors and subcontractors, be liable to the Affiliate or any third party for any indirect, incidental, special, punitive or exemplary damages, including but not limited to any loss of profit or other economic loss (arising from a breach of contract, tortious conduct, negligence, loss of database records or computer malice against the Website) in connection with this Agreement or the Affiliate Program, even if Haylem has been advised of the possibility of such damages.
17. No Warranty
Haylem gives the Affiliate no warranty, express or implied, as to the uninterrupted or error-free operation of its Website; the adequacy of the functions and capacity of products or services offered by Haylem with the expectations and needs of the Affiliate's customers; and the actual or apprehended financial or non-financial consequences, positive or negative, resulting from or that may result from the Affiliate's membership in the affiliate program.
The Affiliate expressly waives any warranty, including but not limited to any legal warranty regarding hidden defects, eviction, commercial value or suitability for a particular use in connection with this Agreement or Haylem's Affiliate Program.
18. Entry into force of this Agreement
This Agreement shall enter into force as soon as Haylem sends the Affiliate an acceptance of their registration request by email.
19. Term of this Agreement
This Agreement has an indefinite term.
20. Revocation of Affiliate status
The Affiliate status and their status in the program may be suspended or terminated for any of the following reasons: inappropriate advertising (false advertising, misleading hyperlinks); spamming (mass email, mass posting in newsgroups, etc.); identity theft; advertising on sites containing illegal material or promoting illegal activities; violation of intellectual property rights; or non-compliance with any of the clauses of this Agreement.
21. Termination of this Agreement
Haylem or the Affiliate may terminate this Agreement, at their sole discretion and at any time, by giving notice of termination by email to the other party. In such a case, no compensation may be claimed or paid by anyone. In addition, the Affiliate must immediately cease using the following elements, removing them from their Website: any Affiliate promo code; any logo or banner from the “Marketing Kit”; any trademark owned or licensed by Haylem; any other material provided by Haylem as part of the Affiliate Program; and any reference to being an Affiliate site in the Affiliate Program.
In addition, Haylem may, at their sole discretion, terminate this Agreement if they considers that the information provided in the registration request is inaccurate or false, in whole or in part; or that the Affiliate's Website is no longer suitable for the affiliation granted.
Any commission accumulated during the term of this Agreement and still unpaid shall be paid to the Affiliate on the last day of the month following notice of termination of the Agreement. However, if Haylem determines that the Affiliate violates any of the rules regarding spamming or identity theft, their Affiliate status will be immediately terminated and no commission will be paid for accounts due.
22. Amendment of this Agreement
At any time, Haylem may amend this Agreement, in whole or in part, including the commission rate and frequency of commission payments. In such a case, Haylem will send a notice of amendment of this Agreement to the Affiliate by email at least ten (10) days before it comes into effect. The amended agreement will take effect as soon as it is posted on Haylem's website in place of this agreement. If the Affiliate does not accept the modifications contained in the new agreement, their only recourse is to terminate this agreement by notifying Haylem by phone at 1-855-539-4369 (North America) and to cease using the promotional code and banners and all other resources of the Affiliate Program. Failing that, the Affiliate is deemed to have accepted all provisions contained in the amended agreement.
23. Applicable laws
This Agreement is entered into between the Affiliate and Haylem in the judicial district of Terrebonne, Quebec, Canada. This Agreement and any claim arising therefrom are governed exclusively by the laws in force in the province of Quebec (Canada).
24. Compliance with laws and regulations
The Affiliate is responsible for complying with the laws and regulations applicable in Canada and in all other countries where they do business. The Affiliate warrants that the promotion methods used and the content of their Website comply with the laws and regulations in force.
During their participation in the Affiliate Program, the Affiliate will receive information regarding Haylem and its Affiliate Program as well as its other Affiliates that is not public information. This confidential information includes, in particular, all information relating to sales made under the Affiliate Program, marketing strategies and know-how specific to the operation of the Affiliate Program. The Affiliate acknowledges that confidential information will remain the exclusive property of Haylem and its Affiliates. The Affiliate will use confidential information only to the extent necessary for their participation in the Affiliate Program. The Affiliate will not disclose confidential information to any natural or legal person or other third party except to employees, officers and directors of their company who need to know this information in order to perform their respective tasks, provided that each of these persons is legally bound or has a contractual obligation to maintain this confidential information.
This confidentiality obligation shall survive for two (2) years after any termination of this Agreement.
26. Entire agreement
This Agreement represents the entire agreement between the Affiliate and Haylem.
27. Acceptance of agreement
If the Affiliate is an individual, they confirm that they have reached the legal age of majority in their province or state of residence and, therefore, have the capacity to enter into this Agreement with Haylem. If the Affiliate is a representative of a company, they acknowledges that they have all necessary authorizations to enter into this Agreement with Haylem.