Terms & Conditions (Ninja Promo Affiliate Program)

This Ninja Promo Affiliate Program Agreement (“Agreement”) is a binding agreement between Hide Corporation Ltd. d/b/a Ninja Promo (“Ninja Promo”), a marketing company, and you (“Affiliate” or “Partner”), (collectively, the “Parties”) as of the date that this agreement is accepted by checking the acceptance box (“Effective Date”).

[PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS LIABILITY LIMITS AND OTHER CLAUSES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT PARTICIPATE IN THE PROGRAM. BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE COUNTRY OF RESIDENCE, OR THAT YOU ARE THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE OR COUNTRY OF RESIDENCE AND YOU HAVE GIVEN US YOUR CONSENT TO ALLOW ANY OF YOUR MINOR DEPENDENTS TO USE THE PROGRAM.]

1. Definitions

For the purpose of this agreement:

“Client” means a person and/or entity that has entered into a service agreement with Ninja Promo for marketing services and has paid its fees as per the applicable agreement.

“Commission” means the commission amount to which a Partner is entitled pursuant to the Ninja Promo Affiliate Program.

“Confidential Information” means any and all information disclosed by the disclosing Party to the recipient Party pursuant to this Agreement relating to its products, services, customers, marketing, research and development, business and finances, including all technical information, data, documentation, code, prototypes and copies thereof, which is either explicitly marked or noted at the time of disclosure as confidential or which a reasonable party would deem to be non-public and confidential having regard to the circumstances surrounding disclosure. Confidential Information shall not include information which a recipient Party can establish to have: (i) become publicly known through no action on the recipient’s part; (ii) been lawfully known by the recipient prior to receipt; (iii) been independently developed by the recipient without reference to any information received from the disclosing Party; or (iv) been approved for public release by the written authorization of the disclosing Party. Specific information received shall not be deemed to fall within the exceptions to Confidential Information set forth above merely because it is embraced by general information within the exception.

“Ninja Promo Affiliate Program” or “NP Affiliate Program” or “Program” means, collectively, the affiliate program, policies, benefits, and obligations governing Ninja Promo’s affiliate program, as set forth in this Agreement.

“Affiliate Platform” means the proprietary software platform provided by PartnerStack Inc. through which Ninja Promo manages its affiliate program and through which Affiliate may track referrals and commissions.

“Ninja Promo Marks” means all trademarks, trade names, service marks, service names and logos used by Ninja Promo at any time.

“Marketing Services” means the marketing and related services provided by Ninja Promo to its Clients.

1. PURPOSE

1.1 Ninja Promo is a marketing company that provides marketing services to its Clients. Affiliate will be able to refer prospective clients to Ninja Promo, and this Agreement will govern the terms and conditions of this Ninja Promo Affiliate Program.

2. Program enrollment

2.1 Application. Affiliates will be required to complete an application. Upon completing this application, Ninja Promo will make reasonable efforts to review the application within seven (7) days and will notify the applicant of acceptance or rejection to the Program via email or through the Affiliate Platform. Ninja Promo reserves the right to reject any application in its sole discretion.

2.2 Acceptance. When and only when Ninja Promo has accepted the applicant into the Program and the applicant has received notification of acceptance into the Program, the terms and conditions of this Agreement are accepted by the applicant, from here on out referred to as the Affiliate.

2.3 Acceptance and participation in the Program does not constitute acceptance or participation in Ninja Promo’s other programs, and the terms of this Agreement are mutually exclusive to those of any other programs.

3. Lead submission rules

3.1 Affiliate Leads. Are solely leads that apply for Ninja Promo’s Marketing Services using one of the Affiliate’s links that was created in their Affiliate Platform dashboard. Ninja Promo will only pay out Commission to Affiliates in the Program for Affiliate Leads that become paying Clients for Marketing Services.

3.2 Invalid Leads; Rejection. An Affiliate Lead is not considered valid if they are a pre-existing Ninja Promo Client or are involved in Ninja Promo’s active sales process, and therefore Affiliate will not receive credit for said Affiliate Lead. The Program uses last-touch attribution for Affiliate Leads, meaning if a lead visits Ninja Promo through multiple Affiliate links, the conversion credit and any related commissions will go to the Affiliate whose link was used on the final visit before the conversion. Ninja Promo has the right to reject an Affiliate Lead at its sole discretion.

3.3 Lead Expiration. If an Affiliate Lead takes no action with Ninja Promo within 180 days of their initial submission, Affiliate is no longer eligible to receive attribution for that Affiliate Lead.

3.4 Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CLIENT CLEARS THEIR COOKIES DURING THIS PERIOD, NINJA PROMO SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

4. Commissions and payment

4.1 Commissions. Affiliate shall be eligible for Commission payments as set forth in Schedule “A”; so long as:

(a) the Affiliate Lead has entered into a service agreement with Ninja Promo for the Marketing Services; and

(b) Ninja Promo has received payment from the Affiliate Lead, from here on out referred to as the Client, which may be one-time or recurring, depending on Ninja Promo’s arrangement with the applicable Client.

Commissions to Affiliate will be paid via the payment processors on the Affiliate Platform only. Commissions payable on recurring payments are contingent on receipt by Ninja Promo of those subsequent payments from the Client.

4.2 Commission Calculations; Payments. Commissions are payable on all fees paid by the Client to Ninja Promo for Marketing Services. All calculations by Ninja Promo shall be considered final, absent manifest error.

4.3 Entitlement to Commission. Affiliate’s entitlement to Commissions, if any, shall be solely determined by Ninja Promo, acting reasonably and in good faith. To be eligible to receive commissions under this Agreement, Affiliate must have:

(i) agreed to the terms of this Agreement;
(ii) completed all steps necessary to create an Affiliate account in the Affiliate Platform; and
(iii) have a valid and up-to-date payment method in the Affiliate Platform.

4.4 Taxes. Affiliate is responsible for calculating and paying any and all taxes related to the Commissions paid by Ninja Promo to Affiliate pursuant to this Agreement, including, without limitation, all federal, provincial, state, local or other governmental taxes, income and withholding taxes.

5. Proprietary rights

5.1 No Rights to Intellectual Property Rights. Affiliate acknowledges that all Intellectual Property Rights and the goodwill associated therewith belong exclusively to Ninja Promo. Affiliate shall not acquire any right, title or ownership in the Intellectual Property Rights.

5.2 Protection of Intellectual Property Rights. Affiliate agrees not to remove, modify or deface any Ninja Promo Marks from any marketing materials provided by Ninja Promo. Affiliate shall comply with all Ninja Promo instructions and guidance relating to the form and manner in which the Ninja Promo Marks may be used, including updating all materials from time to time.

Ninja Promo will notify Affiliate via the Affiliate Platform of any updates to logos, branding, images, etc., and Affiliate will have 30 days to update any Ninja Promo Marks on their site or anywhere else they may be using them.

5.3 Use of Trademark. During the term of this Agreement, in the event that Ninja Promo makes the Ninja Promo trademark available to Affiliate, Affiliate may use the Ninja Promo trademark so long as the usage follows the requirements listed in this section. Affiliate must:

(i) only use the exact images of the Ninja Promo trademark that are explicitly made available to Affiliate, without altering them in any way;
(ii) only use the Ninja Promo trademarks in connection with the Program and this Agreement;
(iii) comply with the Ninja Promo brand guidelines and Trademark Usage Guidelines; and
(iv) immediately comply with any Ninja Promo employee requests that Affiliate discontinues use.

Affiliate must not:

(i) use the Ninja Promo trademark in a misleading or disparaging way;
(ii) use the Ninja Promo trademark in a way that implies Ninja Promo endorses, sponsors or approves of Affiliate’s services or products; or
(iii) use the Ninja Promo trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

6. Affiliate representations and warranties

6.1 Pay-per-click Restrictions (“PPC”). Unless Ninja Promo first gives Affiliate written permission, Affiliate agrees to abide by the following restrictions:

Affiliate may not bid on any of Ninja Promo’s Restricted Terms (defined below) for search or content-based campaigns on Google, Bing, Yahoo, Capterra, Facebook or any other such networks.

(i) “Restricted Terms” are any of the following: Ninja Promo, Hide Corporation Ltd., NinjaPromo.com, https://ninjapromo.com, Ninja Promo coupon, Ninja Promo discount code, Ninja Promo discount, Ninja Promo promo code, Ninja Promo sale, Ninja Promo promo, Ninja Promo deals. Affiliate may not use these Restricted Terms, including any changes or misspellings thereof, in sequence with any other keywords.
(ii) Affiliate may not use these Restricted Terms as a title, ad copy, display name or display URL. Affiliate may not use any of these Restricted Terms as part of a domain or subdomain.
(iii) Affiliate may not direct links from any PPC advertisement to their site or use redirects that achieve the same result. Affiliate Leads should be directed to a genuine page on Ninja Promo’s website.
(iv) If Affiliate automates their PPC campaigns, it is solely Affiliate’s responsibility to exclude the Restricted Terms from marketing and related keyword activities.

6.2 Marketing Efforts. Affiliate shall use commercially reasonable efforts to market and refer potential Clients to Ninja Promo. Affiliate shall not engage in any misleading or deceptive marketing practices. Affiliate is responsible for any and all costs incurred by Affiliate in its marketing activities related to this Agreement. The sole compensation for Affiliate’s efforts pursuant to this Agreement shall be the Commissions set out in Schedule A of this Agreement. Affiliates may not use their own Affiliate Link to purchase Ninja Promo services for themselves.

6.3 Compliance with Laws. Affiliate shall comply with all applicable laws, rules, regulations and best practices relating to its activities in furtherance of this Agreement, including, without limitation, all anti-spam laws, privacy laws and data protection laws.

6.4 Confidentiality; Non-Disclosure. Affiliate acknowledges and agrees that they will not:

(a) make use of any Ninja Promo Confidential Information except to carry out activities under this Agreement; or
(b) in any way disclose any Confidential Information to any person or entity, other than its own personnel to the extent necessary to carry out this Agreement and only to those of its personnel who have agreed to be bound by confidentiality obligations substantially similar to those of Affiliate set out in this Agreement.
Affiliate agrees to use reasonable efforts and no less than industry standard to protect the Confidential Information.

6.5 Ninja Promo Marks. Ninja Promo hereby grants to Affiliate a non-exclusive, non-transferable, non-assignable right and license to use, copy, display and advertise Ninja Promo’s name and the Ninja Promo Marks during the term of this Agreement for the purpose of carrying out Affiliate’s activities under this Agreement.

6.6 Non-Disparagement. During the term of this Agreement and for one (1) year thereafter, Affiliate shall not make any disparaging statement, either orally or in writing, regarding Ninja Promo, any of its shareholders, directors, officers, employees or agents, or the Marketing Services.

7. Warranty and disclaimer

7.1 NO WARRANTIES. NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT TO THE CONTRARY, NINJA PROMO PROVIDES NO WARRANTY OR INDEMNITY REGARDING THE MARKETING SERVICES OR ITS PERFORMANCE. NINJA PROMO EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INDEMNITIES, COVENANTS AND CONDITIONS, ORAL OR WRITTEN, EXPRESS, IMPLIED, WHETHER ARISING UNDER CUSTOM, COMMON LAW OR STATUTE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NINJA PROMO GIVES NO WARRANTY THAT THIS ARRANGEMENT WILL RESULT IN A CERTAIN LEVEL OF SALES, COMMISSIONS OR FINANCIAL BENEFIT TO THE AFFILIATE.

8. Indemnification and limitation of liability

8.1 INDEMNIFICATION. Affiliate will indemnify, defend and hold Ninja Promo harmless, at Affiliate’s own expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against Ninja Promo (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with Ninja Promo to the extent that such Action is based upon or arises out of:

(a) Affiliate’s participation in the NP Affiliate Program;
(b) our use of the prospect data you provided to Ninja Promo;
(c) Affiliate’s noncompliance with or breach of this Agreement;
(d) Affiliate’s use of the Affiliate Platform; or
(e) Affiliate’s use of the Ninja Promo Marks.

Ninja Promo will: notify Affiliate in writing within thirty (30) days of becoming aware of any such claim; give Affiliate sole control of the defense or settlement of such a claim; and provide Affiliate (at Affiliate’s expense) with any and all information and assistance reasonably requested by Affiliate to handle the defense or settlement of the claim. Affiliate may not accept any settlement that:

(i) imposes an obligation on Ninja Promo;
(ii) requires Ninja Promo to make an admission; or
(iii) imposes liability not covered by these indemnifications or places restrictions on Ninja Promo without Ninja Promo’s prior written consent.

8.2 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN, NINJA PROMO’S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT AND THE MARKETING SERVICES WILL NOT IN ANY EVENT EXCEED THE TOTAL OF ALL COMMISSION AMOUNTS PAID BY NINJA PROMO TO AFFILIATE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS REFERRED TO IN THIS PARAGRAPH SHALL APPLY TO ALL INDEMNITY OBLIGATIONS, ACTS OR OMISSIONS OF NINJA PROMO, AND REGARDLESS OF THE FORM OF ANY ACTION, WHETHER PURSUANT TO STATUTE, CONTRACT, TORT, EQUITY OR ANY OTHER FORM OF ACTION.

8.3 LOST PROFITS, CONSEQUENTIAL DAMAGES. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOST REVENUE OR LOST PROFITS OR FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

9. Termination

9.1 Termination. This Agreement may be terminated at any time by: (a) either Party upon thirty (30) days’ written notice to the other Party; or (b) by Ninja Promo immediately upon notice if Affiliate breaches any provision of this Agreement. If Ninja Promo terminates the Agreement, payment obligations of the Agreement shall survive for a period of one (1) month after termination of the Agreement; provided that Affiliate is only entitled to Commission for new Clients which it has referred to Ninja Promo prior to the effective date of termination of the Agreement.

10. Miscellaneous provisions

10.1 Assignment. Without the prior written consent of Ninja Promo, Affiliate may not assign this Agreement or any of its rights or obligations hereunder.

10.2 Entire Agreement; Amendment. This Agreement contains the entire understanding of the Parties hereto on the subject matter hereof and supersedes any previous agreements or understandings, written or oral, in effect between the Parties relating to the subject matter hereof. No amendment or modification of this Agreement shall be effective or binding unless agreed to in writing by both Parties.

10.3 Notices. Notice to Affiliate will be sent within the Affiliate Platform and/or by email to Affiliate at the email address provided to Ninja Promo. Notice will be effective when given. Notice to Ninja Promo must be given by email to legal@ninjapromo.com and will be effective when received.

10.4 Force Majeure. Except for confidentiality obligations, neither Party shall be liable for any delay or failure to perform its obligations in this Agreement directly attributable to circumstances beyond its reasonable control.

10.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario for any legal proceedings arising out of this Agreement or the performance of the obligations hereunder.

Schedule A