Affiliate Promoter Agreement
BY APPLYING TO OUR AFFILIATE PROMOTERS PROGRAM, YOU ARE AGREEING TO THE TERMS OF THIS AFFILIATE PROMOTER AGREEMENT.
The page of this website explains certain terms of the Affiliate Promoters Program and, along with the , , and pages of this website, forms part of the terms of this Affiliate Promoter Agreement (the “Affiliate Agreement”).
Vision and Journey® International reserves the right to add, delete or modify the terms of this Affiliate Agreement by updating this and the aforementioned pages. By continuing to participate in the Affiliate Promoters Program after such changes, you will be agreeing to the revised terms.
In this Affiliate Agreement:
(a) “Affiliate Program” or “Affiliate Promoters Program” means the marketing, promotion, referral and sales compensation program for the Vision and Journey® Website and Services that is described on the page of this website and on this Affiliate Promoter Agreement page.
(b) “Affiliate Promoter” means any independent contractor, whether an individual, business, organization or other entity, who has applied to the Affiliate Program with the intent to market and promote the Website, Services, Memberships, and Affiliate Program (the “Referred Services”), and earn commission and other compensation.
(c) “Approved Marketing Materials” means any and all images, videos, audio, content, text or other material provided to Affiliate Promoters by Vision and Journey® International for use in promoting the Referred Services.
(d) “Customer” means any individual, business or entity that purchases any Membership plan, or registers for a Free Trial of a Membership plan, or purchases a 1-Month Gift Membership, so that they or other(s) can access and use the Website and Services, and not for the purpose of conveyance, sale, resale, sublicense, lease or other form of distribution or transfer to unrelated third parties.
(e) “Member” means any individual who has legitimately acquired or been assigned Membership access to the Website and Services from a Customer, and who then accesses and uses the Website and Services..
(f) “Memberships” means registration in any Membership plan that grants access to the Website and Services, including single-seat and multi-seat plans, Free Trials, and 1-Month Gift Memberships.
(g) “Proprietary Information” means all intellectual property, confidential information, know-how, trade secrets and all else that is unique to the Vision and Journey® Website and Services or that is uniquely created, discovered, developed or done by the Vision and Journey® Group, including methods, methodologies, strategies, tactics, techniques, designs, models and processes.
(h) “Referred Services” means the Vision and Journey® Website, Services, Memberships, and Affiliate Program.
2. General Terms
2.1 Relationship of Parties to this Agreement
The Affiliate Promoter is an independent contractor of Vision and Journey® International. No partnership, employer-employee, joint venture, or franchisor-franchisee relationship is created by this Affiliate Agreement.
2.2 License to Market and Promote
Vision and Journey® International grants the Affiliate Promoter a nonexclusive, non-transferable, non-sublicensable right and license to market and promote the Referred Services, subject to the terms of this Affiliate Agreement.
Vision and Journey® International may modify, add, or discontinue offering some or all of the Referred Services without written notice to the Affiliate Promoter. Nothing in this agreement shall be construed to limit Vision and Journey® International’s rights to promote, market, sell, lease, and deliver the Referred Services to third parties.
The Affiliate Promoter may engage in marketing and promoting as set forth in this Affiliate Agreement. The appointment of the Affiliate Promoter does not constitute a grant of exclusive territory or geographical area.
2.4 Compensation and Rewards
The Affiliate Promoter is responsible for all tax liabilities arising from or in any way related to any commissions or compensation they receive from Vision and Journey® International. If the Affiliate Promoter is not a resident of Canada, Vision and Journey® International may withhold tax where required by applicable law.
2.5 Solicitation of Customers, Members and Affiliate Promoters
The Affiliate Promoter acknowledges that any Customers purchasing or using Vision and Journey® Memberships shall become Customers and Members of Vision and Journey® International, and that any Customers who register as Affiliate Promoters shall become Affiliate Promoters of Vision and Journey® International.
The Affiliate agrees not to solicit Customers, Members or Affiliate Promoters on behalf of itself or any other entity for services competitive to Vision and Journey® International or the Referred Services or to attempt to disconnect such Customers, Members or Affiliate Promoters from Vision and Journey® International or the Referred Services.
2.6 No Representation or Guarantee
Vision and Journey makes no representations, warranties or guarantees regarding the success, profitability or expected financial opportunities associated with this Affiliate Agreement or the Affiliate Promoter’s efforts to market the Referred Services. The Affiliate Promoter assumes all business risks associated with this Affiliate Agreement and the marketing, promoting, referral and sales activities described herein.
3. Marketing and Promoting
3.1 Marketing and Promotional Materials
The Affiliate Promoter may not use any images, videos, audio, text or material other than the Approved Marketing Material provided by Vision and Journey® International for marketing and promoting the Referred Services.
3.2 Truth in Marketing and Advertising
Any representations or claims made with regard to the Referred Services must be truthful and accurate. Fraudulent claims or activities are strictly prohibited.
The Affiliate Promoter is not allowed to use the intellectual property of another organization or individual in marketing or promoting the Referred Services.
3.3 Representation as a Vision and Journey® Affiliate Promoter
On any website in which the Affiliate Promoter markets the Referred Services, the Affiliate must prominently display the following disclaimer: “Disclosure: I am an Independent Affiliate Promoter, not an employee, for Vision and Journey® International and receive compensation for the referral of memberships that access the website and services. The opinions expressed here are my own and not official statements from Vision and Journey® International.
3.4 Lawful Practices
The Affiliate Promoter shall comply with all applicable laws, rules, and regulations of every nature in its performance of this Affiliate Agreement. The Affiliate Promoter shall employ only good-faith trade practices and shall exhibit honesty in fact in relation to the performance of this Affiliate Agreement.
All commissions that Vision and Journey pays to the Affiliate relating to this Affiliate Agreement do not include applicable taxes. The Affiliate is responsible for the completion and submission of required tax documentation and the payment of all taxes to the appropriate entities on commissions that it receives hereunder.
4. Intellectual Property
Vision and Journey® International authorizes the Affiliate Promoter to use the Vision and Journey® trademarks, images and text that are included in the Approved Marketing Material solely in connection with the marketing and promotion of the Referred Services.
The Affiliate Promoter shall not modify any of the Trademarks, images or text for any purpose except as provided herein or in accordance with express written consent obtained from Vision and Journey® International. The following permissions apply:
(a) Use of the name “Vision and Journey” must be followed by the registered trademark symbol as follows: “Vision and Journey®”
(b) Use of the Trademarks, images and text may not be used in a format that implies a relationship that does not exist.
(c) You may resize the Trademarks and images provided the dimensions remain proportionate, and provided resizing does not substantially degrade or modify the overall commercial impression or substantially interfere with source-designating.
(d) The Trademarks and images cannot be paired with other images, photographs, or other trademarks without the express approval in writing from Vision and Journey® International.
Rights conveyed to the Affiliate Promoter to use the Approved Marketing Materials are non-exclusive and non-transferable, and may not be sublicensed except with the express approval in writing by Vision and Journey® International.
4.2 Ownership of Trademarks
If the Affiliate Promoter, in the course of performing its services, acquires any goodwill in any of the Trademarks or Approved Marketing Materials, all such goodwill will automatically vest in Vision and Journey® International, and the Affiliate Promoter shall take all such actions or execute any documents necessary to make effective such vesting. The Affiliate Promoter shall not contest the validity of any of the Trademarks or Vision and Journey® International’s exclusive ownership of the Trademarks and Approved Marketing Materials.
The Affiliate Promoter shall not adopt, use, or register, whether as a corporate name, trademark, service mark or other indication of origin, any of the Trademarks, or any image, word or mark confusingly similar to the Trademarks in any jurisdiction. The Affiliate Promoter shall not remove or efface any proprietary notices on the Trademarks or the Approved Marketing Materials.
4.3 Proprietary Rights
The Affiliate Promoter acknowledges and agrees that Proprietary Information constitutes valuable trade secrets and is the proprietary and confidential information of Vision and Journey® International, and that title remains in Vision and Journey® International. All applicable copyrights, trade secrets, patents, and other intellectual property rights in the Website, Services and Proprietary Information are and remain exclusively the property of Vision and Journey® International.
Proprietary Information shall not be sold, revealed, disclosed, distributed, reproduced, or otherwise communicated, directly or indirectly, by the Affiliate Promoter, to any person or entity whatsoever except for the purposes set forth herein. No title to or ownership of the Proprietary Information is hereby transferred to the Affiliate Promoter. The Affiliate Promoter shall not reverse engineer, decompile, disassemble, or otherwise derive source code from the Proprietary Information. All rights not expressly reserved herein are reserved to Vision and Journey® International.
5. Disclaimers, Exclusions, Indemnity
The Affiliate Promoter will defend, indemnify, and hold harmless Vision and Journey® International from and against all damages, liabilities, costs, and fees (including reasonable legal fees and expenses) arising out of or incurred by Vision and Journey® International in connection with or arising out of any acts of the Affiliate Promoter relating to this Affiliate Agreement.
5.2 Limitation of Liability
Except as provided in this paragraph, Vision and Journey® International will not be liable for any special, indirect, consequential, incidental, or punitive damages arising out of this Affiliate Agreement or relating to the Referred Services, whether sounding in contract, tort, or other theory of recovery, including without limitation procurement of substitute services, loss of use, loss of access, loss of data, loss of profits, or business interruption, regardless of whether Vision and Journey® International has been advised of the possibility of such damages, and notwithstanding any failure of essential purpose of any limited remedy. Vision and Journey® International’s liability for material breach of this Affiliate Agreement shall be limited to general damages in a claim for breach of contract. To the maximum extent permitted by law, Vision and Journey® International’s liability under this Affiliate Agreement, regardless of the form of action, will not exceed the greater of: (i) the aggregate of amounts paid by the Affiliate Promoter for services, proprietary information, marketing or promotional materials; (ii) $5,000.00; or (iii) commission payments remaining due and owing to the claimant.
All marketing and promotional materials, proprietary information, and services are provided on an “as-is” basis. Vision and journey® International disclaims all representations and warranties relating to the character, merchantability, or fitness for any particular purpose of promotional materials, proprietary information, or the Referred Services.
6.1 Term and Termination
This Affiliate Agreement will commence on the effective date that the Affiliate Promoter is accepted into the Affiliate Program and shall continue month-to-month until: (a) the Affiliate Promoter cancels their participation in the Affiliate Program, or (b) Vision and Journey® International, in its sole discretion, cancels the Affiliate Promoter’s participation in the Affiliate Program. In the event this Affiliate Agreement is cancelled due to breach, the Affiliate Promoter forfeits all commissions owed to them or that may in the future be owed to them by Vision and Journey® International. In the event that Vision and Journey® International cancels the Affiliate Agreement, the Affiliate Promoter will receive thirty (30) days’ written notice, sent to the email address they provided to Vision and Journey® International and that is associated with the Affiliate Promoter’s profile. The Affiliate Promoter expressly waives any and all rights provided by law or statute for any indemnity or compensation from Vision and Journey® International by reason of termination or non-renewal of this Affiliate Agreement.
6.2 Prohibited Activity
Vision and Journey® International has the right to terminate this Affiliate Agreement at any time if the Affiliate Promoter engages or has ever engaged in any of the following prohibited activity:
(a) Unethical or dishonest business practices;
(b) Violation of federal or provincial or state laws;
(c) Spamming and unsolicited communications authorized by the Affiliate Promoter
(d) Disparagement of Vision and Journey® International’s reputation in any form;
6.3 Notice to Vision and Journey® International
All notices or other communications under this Affiliate Agreement shall be in writing and shall be deemed to be delivered on the date of delivery if delivered in person or on the date of receipt indicated on the return receipt if delivered by express courier or post, certified or registered, return receipt requested postage prepaid to the contact address identified below.
6.4 Legal Fees and Costs
The prevailing party will be entitled to recover reasonable legal fees and costs in connection with any litigation arising from this Affiliate Agreement.
6.5 Entire Agreement
This Affiliate Agreement constitutes the entire understanding and agreement between Vision and Journey® International and you, the Affiliate Promoter, and supersedes any and all prior contemporaneous oral or written understanding, representation, agreement or communication concerning this matter. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth in this Affiliate Agreement. No modifications or amendments may be made to this Affiliate Agreement unless expressly identified as such in writing and signed by both parties.
Neither the Affiliate Promoter nor Vision and Journey® International may assign this Affiliate Agreement without the prior written consent of the other party. Subject to the foregoing, this Affiliate Agreement shall be binding upon and insure to the benefit of the successors and assigns of the Affiliate Promoter and Vision and Journey® International.
6.7 Waiver and Severability
No waiver of any provision of this Affiliate Agreement or any rights or obligations of either Vision and Journey® International or you, the Affiliate Promoter, hereunder shall be effective, except pursuant to a written notice signed by the party waiving compliance, and any waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. The invalidity or unenforceability of any provisions of this Affiliate Agreement shall not affect the validity or enforceability of any other provision of this Affiliate Agreement, which shall remain in full force and effect.
7. Applicable Law
This Affiliate Agreement shall be governed in accordance with the laws of the province of British Columbia, Canada, excluding any provisions regarding conflict of jurisdiction. Should there be any conflict of jurisdiction, the Affiliate Promoter agrees that Vision and Journey® International shall decide the court of jurisdiction.
8. Contact Information
Affiliate Promoters Program
Vision and Journey® International
Suite #200, 100 Park Royal South
West Vancouver, British Columbia
Canada V7T 1A2