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Jurifax Affiliate Agreement
1. Definitions
Jurifax: means Jurifax Inc.
You and Your: means the individual or the legal entity who wishes to become a Jurifax affiliate.
Site: means the Jurifax Web site or Your Web site, as the case may be.
2. Registration Application
You shall complete in the Jurifax Affiliate Program registration application by providing all requested information in a truthful and complete manner.
3. Application Examination
Jurifax shall examine Your application in good faith and shall indicate to You by e-mail whether Your application has been accepted or rejected.
4. Application Refusal
Jurifax may, at its own discretion, reject Your application if it believes that:
Jurifax will reject Your application if Your Site:
contains sexually explicit or obscene materials;
contains political or religious materials;
promotes violence, discrimination, illicitness or any other malicious activities;
causes or attemps to cause confusion in the public's mind with an other site, business, product or service;
infringes or is likely to infringe any intellectual property right, title or interest; or
causes or is likely to cause damage to Jurifax's image, Site, products, services, customers, suppliers or other affiliates.
5. Application Approval
If Jurifax accepts Your application, You shall become a non-exclusive Jurifax affiliate. Jurifax shall quickly send to You, by e-mail:
confirmation of Your acceptance;
the special HTML code to link Your visitors to the Jurifax site ("the Jurifax code"); and
the URL of Yahoo!'s registry of visits and sales resulting from the Jurifax link on Your Site
6. Jurifax Code
You may use the Jurifax Code on one or several pages of your Site only in conjunction with one or more Jurifax logos and banners. You shall be responsible for using the Jurifax Code properly and in its entirety. You may not modify the Jurifax Code. If You do, sales to Your visitors might not be registered in Your name, such that commissions would not be payable to You, without You having any possible recourse against Jurifax. Only sales made to Your visitors having clicked on the trackable link on Your Site (the "Jurifax Link") will provide You with the opportunity to earn the commission set forht in this Agreement.
7. Jurifax Link
You shall post at least one visible trackable link on Your Site at all times. However, You may use as many trackable links as You want on Your Site.
8. Order Process Responsibility
Jurifax shall have sole responsibility for the Jurifax product ordering process, which process shall take place in a secure environment.
9. Jurifax Customers
When visitors arriving from Your Site via the Jurifax Link buy Jurifax products, they shall be considered to be Jurifax customers and shall be bound by the Jurifax Purchase Agreement.
10. Yahoo! Visit and Sale Registry
As a Jurifax affiliate, You shall have real-time access to the registry of visits and sales resulting from the Jurifax Link on Your Site. The registry is managed and updated by Yahoo! Inc.
11. Commission Payable by Jurifax
You shall be entitled to a commission equal to 15% of the pre-tax amount of any sale made to a visitor arriving from Your Site via the Jurifax Link. You shall not be entitled to any commission if Your visitor accesses the Jurifax Site without using the Jurifax Link on Your Site. If Jurifax has to reimburse or credit an amount to Your visitor, no commission shall be payable in respect of that amount. If the commission has already been paid, the amount thereof shall be deducted from the other commissions which are payable to You.
12. Commission Payment Frequency
Your commission shall be payable by check in US dollars, four times a year, namely, on January 31, April 30, July 31 and October 31. If the commission payable on any of these dates is less than US$100.00, Jurifax shall carry over the amount of the commission until the total amount of the commission equals at least US$100.00, at which time Jurifax shall send You a check at the next earliest of the above-mentioned dates.
13. Affiliate's Site Responsibility
You shall remain solely responsible for Your Site and its development, operation, maintenance and content. Therefore, You expressly release Jurifax from any liability in this regard and agree to do as follows:
indemnify Jurifax from and against any damages suffered by it;
take up the defence of Jurifax if it is impleaded in, or made a party to, any legal proceedings instituted by a third party and alleging a fault in connection with the development, operation, maintenance or content of Your Site; and
indemnify Jurifax and hold it harmless from and against the principal amount and interest of any monetary order which is issued, as well as from and against all legal costs and attorney's fees which Jurifax may incur as a result thereof.
14. Use Licence Granted by Jurifax
During the term of this Agreement, Jurifax shall grant to You a non-transferable, non-exclusive, revocable licence to use the following Jurifax logos and banners only in order to do the following:
You may not modify the Jurifax logos and banners, in whole or in part. You shall comply, at all times, with Jurifax's intellectual property rights, titles and interests (trademarks and copyrights). You may not use the Jurifax logos or banners, nor the word Jurifax, in a manner which discredits Jurifax’s products or services, is false or unfair or reduces the value of its products or services.
15. Use Licence Granted by the Affiliate
During the term of this Agreement, You shall grant to Jurifax a non-exclusive and irrevocable licence to use Your name, Site URL and logo, when applicable, in order to do the following:
16. Relationship Between You and Jurifax
Given that You and Jurifax are independent contractors, this Agreement shall be binding upon You and Jurifax only for the purposes set forth herein. Consequently, the provisions of this Agreement shall not, under any circumstances, be interpreted as creating any association or partnership between You and Jurifax or as conferring any mandate from one party to the other. Moreover, neither You nor Jurifax may bind the other in any manner whatsoever or in favour of anyone whomsoever, except in accordance with the provisions of this Agreement.
17. Limitation of Liability
Under no circumstances will Jurifax, including its shareholders, directors, officers, executives, employees, associates, authors and subcontractors, be held liable towards You or any third party for any indirect, consequential, special, punitive or exemplary damages, including, without limitation, any loss of profits or other economic loss (resulting from a contractual or extra-contractual fault or from negligence) in connection with this Agreement or the Jurifax Affiliate Program, even if Jurifax has been notified of the possibility of such damages.
18. Limitation of Warranty
Jurifax shall not provide You with any express or implied warranty with respect to the following:
the uninterrupted or error-free operation of its Site;
the adequacy of the functions and capacity of the Jurifax products as regards the expectations and needs of Your visitors; or
the consequences which result or may result from Your membership in the Jurifax Affiliate Program, whether such consequences are actual or threatened, financial or not, or positive or not.
You expressly waive all other express or legal warranties, including, without limitation, all legal warranties regarding latent defects, eviction, merchantability or fitness for a particular purpose, in connection with this Agreement or the Jurifax Affiliate Program.
19. Effective Date of the Agreement
This Agreement shall become effective on the date Jurifax sends You Your application acceptance by e-mail.
20. Term of Agreement
This Agreement shall have an indeterminate term.
21. Termination of the Agreement
Either You or Jurifax shall have full discretion to terminate this Agreement at any time, by sending a notice of termination by e-mail to the other party. In such a case, neither You nor Jurifax shall be entitled to claim or be required to pay any compensation. In addition, You shall immediately stop using the following and remove it from Your Site:
all Jurifax Codes
all Jurifax Links
all Jurifax logos or banners
all trademarks owned by, or licensed to, Jurifax
all other materials provided by Jurifax under the Affiliate Program; and
all references to Your status as a Jurifax affiliate.
In addition Jurifax may, at its own discretion, terminate this Agreement if, in its opinion:
All unpaid commissions accrued during the term of this Agreement shall be paid to You at the next earliest quarterly payment date, as set forth hereinabove.
22. Amendments to the Agreement
Jurifax may amend all or part of this Agreement at any time, including the commission rate and payment frequency. In such a case, Jurifax shall send You, by e-mail, a notice of amendment at least ten days before the effective date thereof. The amended Agreement shall be effective as soon as it is posted on the Jurifax Site as a replacement for this Agreement. If You disagree with the amended Agreement, Your only recourse shall be to terminate this Agreement by so notifying Jurifax, by e-mail, at jurifax@jurifax.com, failing which, You shall be deemed to agree with all the provisions of the amended Agreement.
23. Governing Law
This Agreement between You and Jurifax shall be entered into in the Judicial District of Montreal (Canada). This Agreement and any claims arising thereunder shall be governed exclusively by the laws in force in the Province of Quebec (Canada).
24. Entire Agreement
This Agreement represents the entire understanding between You and Jurifax.
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