Affiliate Program Agreement - Shop Divintastical

Become An Affiliate

PLEASE CAREFULLY READ THIS AFFILIATE PROGRAM AGREEMENT

This is a contract between you (the “Affiliate”) and us (“ICANN”). It forms a legally binding relationship between both parties, where one party (the “Affiliate”) receives compensation for promoting the other (the “ICANN”) to visitors of the affiliate’s website or app. This Affiliate Program Agreement (the “APA”) describes how we will work together and other aspects of our business relationship.

It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.

The Affiliate Program Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms we, or an Affiliate Tool used, will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

We are individually, the “Party” and collectively, the “Parties” in this APA.

It is the intent of this APA to describe the working relationship between ICANN and the Affiliate. It is
meant to keep clear the understanding and expectations of both Parties so that each may live up to the
expectations agreed upon, in a spirit of good faith.

WHEREAS:

A. The sole purpose of this APA is to form a legally binding relationship between ICANN and the Affiliate, where the Affiliate receives compensation for promoting ICANN to visitors of the affiliate’s website or app.
B. This APA describes how the Parties work together and other aspects of the business relationship, as well as partners and third-parties that may become relevant from time to time; and to identify the respective roles and responsibilities of each of the Parties to this APA including any partners and third parties that become relevant.
C. The APA applies to the Affilate’s participation in ICANN’s affiliate program (the “Program”), and the Parties understand that Program participation is only permitted with this APA fully signed and executed by both Parties.
D. ICANN is the sole owner and operator of ICANN content, products, and services (collectively the “OFFERS”)
E. The Affiliate is the sole owner and operator of website(s) having access to advertising networks of others (collectively the “Sites”) that enables the Affiliate to refer internet traffic to the OFFERS from the Sites in exchange for agreed consideration.
F. The Affiliate desires to participate in the Program as evidenced by a submitted affiliate application which application ICANN may approve or disapprove, at its sole discretion.
G. Both Parties wish this collaborative business relationship to increase their respective prestige and marketability, and to deliver mutually beneficial outcomes at the business, entrepreneurial and social media industry levels, and do not wish to use the collaborative business relationship to take actions to the detriment of the other Party.
H. Both Parties agree to set forth their understandings, commitments hereunder and all particulars as related to their relationship.

NOW THEREFORE, the Parties do hereby agree it is in the best interest of all concerned to enter into this
APA.

I.DEFINITIONS:

The following terms shall have the following meaning:

a. “ICANN Affiliate” means a company owned, operated or controlled by ICANNWORLD INC. in relation to one or more of the brand assets it manages.
b. “Program” means our affiliate program as described in this Agreement.
c. “Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you.
d. “Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
e. “Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.
f. “Affiliate Tool” means the tool (or Program Policies) that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.
g. “Agreement” means this Affiliate Program Agreement and all materials referred or linked to in here.
h. “Commissions” means an amount described in the Affiliate Tool (or if applicable, in the Program Policies) for each Customer Transaction.
i. “Customer” means the actual purchaser of the ICANN Products who has purchased or signed up for the ICANN Products after being an Affiliate Lead.
j. “Customer Transaction(s)” means those transactions by Affiliate Leads that are eligible for Commissions pursuant to the ‘Customer Transactions’ section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in the Affiliate Tool.
k. “Customer Data” means all information that Customer submits or collects via the ICANN Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the ICANN Products.
l. “Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
m. “OFFERS” means any content, products, and services made available for sale by ICANN.
n. “Program Policies Page” means the landing page: https://www.xxx.com/partners/affiliates/program-policies where we will provide all the up to date guidelines and policies for the Affiliate Program.
o. “Other Products” means those products and services that we offer, which are not included in the Subscription Service (as detailed below) nor in the stores; and, for the purposes of this Agreement, Other Products include all of our marketing software, legacy sales and marketing products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
p. “Subscription Service” means our web-based sales software that is subscribed to, and developed, operated, and maintained by us, accessible via http://www.xxx.com or another designated URL, and add-on products to our sales software. For the purposes of this Agreement, the Subscription Service does not include our legacy sales products, any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
q. “We”, “us”, “our”, and “ICANN” means ICANNWORLD INC.
r. “You” and “Affiliate” means the party, other than ICANN, entering into this Agreement and participating in the Affiliate Program.

II.Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

III.Program Enrollment

To register for the Program, a completed Affiliate Program Application (the “Application”) must be sent
to ICANN who will evaluate the Application and notify the Affiliate whether they have been accepted to
participate in the Program, or not. ICANN may reject the Application for any reason at their sole
discretion.

If ICANN rejects the Application, the Affiliate is welcome to reapply to the Program at any time.

If ICANN accepts the Application, they reserve the right to terminate the Affiliate’s participation in the Program for any reason at their sole discretion immediately and without prior notice.

Upon notification of acceptance into the Program, the terms and conditions of this APA shall apply in full force and effect, until terminated, pursuant to the terms set forth below.

Acceptance and participation in the Program do not mean the Affiliate will be accepted into any of ICANN’s other Partner Programs. In order to participate in these programs, you will need to apply in accordance with the relevant application procedure.

The Affiliate will comply with the terms and conditions of this APA at all times, including any applicable
Program Policies.

IV.Affiliate Responsibilities

The Affiliate is responsible to:

Provide a complete Application
Introduce ICANN OFFERS to their current and prospective Customers and will comply with all laws, including those that govern email marketing and anti-spam laws.
Avoid using images or content on their Sites that promotes violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Ensure their Sites do not promote illegal activities and are not intended to harass or defame any person.
Ensure their Sites do not intentionally include variations or misspellings thereof in their domain names or otherwise violates ICANN’s intellectual property rights or the intellectual property rights of others.
Refrain from creating sites, platforms or other links using the name, branding, or likeness of Jenn Drakes and/or ICANN in any manner, association, without obtaining the permission and approval of ICANN. This type of activity is prohibited and can result in termination.
Cover any costs related to maintaining or marketing the Program, including but not limited to costs associated with creation, hosting, modification, or improvements to the Sites; cost of internet marketing; offline marketing costs; postage; and all other costs and expenses. The Affiliate understands and agrees that the Commissions percentage adequately offsets these costs.

V.Relationship of the Parties

Both Parties agree that no joint venture, partnership, or employment relationship exists between the Parties as a result of this APA.

VI.Collaborative Business Relationship

The Affiliate will act as an agent on behalf of ICANN by placing links on the Sites to direct traffic to the OFFERS. In addition, the Affiliate shall coordinate with ICANN to carry out successfully the marketing, publicizing, and promotion of the OFFERS.

The Affiliate must keep themselves informed of any amendments of the Program, particularly around termination and amendments. ICANN will, from time to time, issue updates related to the Program and the Program Policies.

VII.APA Duration (the “TERM”)

This APA is based upon a non-exclusive year-over-year business collaboration arrangement as of the date and time when the Affiliate selected the “I Agree” option to Effective Date. This APA will apply for as long as the Affiliate is approved to participate in the Program, until terminated.

ICANN and the Affiliate may re-negotiate any or all terms of the APA at any point during its TERM.

VIII.Affiliate Remunerations (“Commissions”)

ICANN makes no representations or warranties regarding the potential income that may result from the Program.
Customer Transactions will be determined based on sales occurring against the unique Affiliate Link duly assigned to the Affiliate.
The Affiliate is only eligible to earn Commissions on purchases occurring during the TERM, and
Commissions earned through the date of termination will remain payable only if the orders for the OFFERS are not cancelled and comply with all the terms and conditions laid out in this APA.
Commissions will be based upon gross sales price, not including any sales tax, shipping, special service fees (such as gift wrapping), late charges, collection costs, and any other payment made to ICANN that is not the purchase price of the OFFERS.
Commissions will be paid to the Affiliate based on the Customer Transactions, and only upon settlement of Funds into ICANN’s bank account.
ICANN will determine the means and currency in which Commissions are paid, as well as the applicable conversion rate.
ICANN will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion).
Percentage. Commissions will be calculated based on 15 percent.
Commissions will be settled on the 5th day of each month for the previous month’s transactions.
Taxes. The Affiliate is responsible for payment of all taxes and fees (including bank fees) applicable to the Commissions received from ICANN.
All amounts payable by ICANN to the Affiliate are subject to be offset by ICANN against any amounts owed by the Affiliate to ICANN.
ICANN reserves the right to deduct the costs for any OFFERS that are returned or refunded in the subsequent months, attributable to credit card fraud or bad debt write-off, or for any reason if the previous Commissions were overpaid.
Commissions Amounts. We reserve the right to alter or change the Commissions amount as and when warranted, and the Affiliate understands that ICANN may change the Commission amount at any time.
ICANN in its sole discretion may withhold final Commissions for a reasonable time to ensure that all Customer Transactions are valid and will not be subject to returns, cancellations or other actions that result in overpayment of Commissions to the Affiliate.
The Affiliate is responsible for determining if the Commissions for a link they placed on their Sites have changed or been discontinued.
Without limitation, the Affiliate’s participation in the Program and this APA shall be deemed automatically terminated immediately and all Commissions forfeited upon the Affiliate’s violation of any of the terms and conditions of this APA or any applicable law or regulation having the force of law.

IX.Termination

Each Party has the right to cancel this APA at any time, and terminate the collaborative business relationship, for any reason upon giving the other Party 15 calendar days’ written notice as outlined in the Notices section below.
During the 15-day cancellation period, any in-process events and activities shall be completed if possible, and no other work shall be undertaken unless the Parties agree in writing to specific terms and conditions for the additional work.
The Affiliate is only eligible to earn their remunerations during their time as an approved Affiliate.
ICANN may change the Program or Policies and operating procedures at any time.

X.Notices

Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other Party), and will be deemed delivered as of the date of actual receipt.

To ICANNWORLD INC.: 86-113 Lakeshore Rd W., Mississauga, ON L5H 1E9 CANADA Attention: Chief Advisor – Affiliate Program

To Affiliate: the address as provided in the Affiliate account profile information.

ICANN may give electronic notices by email to e-mail address(es) on record in the account information for the Affiliate. ICANN may give notice by telephone calls or text to the telephone numbers on record in the account information for the Affiliate.

XI.Conflict of Interest

The Affiliate agrees that during the TERM under this APA, Affiliate will not engage, either directly or indirectly, in any activity (a “Conflict of Interest”) which might adversely affect ICANN or its affiliates and Sponsors, including ownership of a material interest in any other entity with which ICANN does business or accepting any material payment, service, loan, gift, trip, entertainment, or other favor from another entity with which ICANN does business, and that the Affiliate will promptly inform ICANN as to each offer received by the Affiliate to engage in any such activity.
The Affiliate shall immediately report to ICANN any real, perceived, or potential situation that may be reasonably interpreted as either a conflict of interest or a potential conflict of interest.
A breach of this section by either Party may result in the APA being terminated, in addition to any other remedies that the impacted Party has hereunder, in law or in equity.

XII.Confidentiality

Any information and materials disclosed by or on behalf of the party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this APA that is reasonably considered to be confidential (“Confidential Information”) should be kept in confidence and used by the Receiving Party only for the purpose of this APA. The Receiving Party will not at any time or in any manner, either directly or indirectly, use for personal benefit, or divulge, disclose, or communicate in any manner, any of the Disclosing Party information that does not appear in the public domain. Unless required by court order, law or regulation, the Receiving Party agrees not to disclose the Disclosing Party’s Confidential Information to third parties except as necessary for the performance of this APA and under an agreement by which the third party is to be bound by the obligations of this confidentiality clause.
Each Party agrees to protect the confidentiality of the Confidential Information of the other in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information. Access to the Confidential Information shall be restricted to those of either Party’s personnel in the course of conducting business, and on a need to-know basis.
All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed upon the first to occur of (a) completion of the APA or (b) request by the Disclosing Party. Either Party may retain, however, subject to the terms of this section, copies of the Confidential Information required for compliance with its quality assurance requirements.
Nothing in this APA shall prohibit or limit either Party’s use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies) (i) previously known to it without obligation of confidence, (ii) independently developed by it, (iii) acquired by it from a third party which is not, to its knowledge, under an obligation of confidence with respect to such information, or (iv) which is or becomes publicly available through no breach of this APA.
If either Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the other Party, the Party receiving the subpoena shall provide prompt notice to the other of such receipt and thereafter be entitled to comply with such subpoena or legal process to that extent permitted by law.
Under this APA either Party has the right to take action against the other Party should that Party fail to uphold this section of the APA, which will continue to be effective up to 12-months after the cancellation of this APA.

XIII.Indirect Damages

To the extent permitted by law, in no event shall either Party be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.

XIV.Limitation of Liability

Notwithstanding the other terms of this APA, if ICANN is determined to have any liability to the Affiliate or any third party, the Parties agree that our aggregate liability will be limited to the total commission aAPAnts the Affiliate have actually earned for the related customer transactions in the twelve-month period preceding the event giving rise to a claim.

XV.Indemnification

The Affiliate hereby agrees to indemnify and hold harmless ICANN, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorney’s fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on any:

Claims that use of the Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary rights of any third party.
Claims related to the Sites, including without limitation, its development, operation, maintenance, and content therein not attributable to ICANN.
Misrepresentation of warranty or breach of a covenant and agreement made by the Affiliate herein.

In totality, each Party agrees to defend and indemnify the other Party from any such claims threatened or asserted as a direct or indirect result of any action or inaction of the other Party, whether or not that Party’s action or inaction was based on or related to Program recommendations, service, or materials provided.

XVI.Resolving Disputes

If a dispute arises out of, or in connection with this APA in its entirety, the Parties agree to meet to pursue resolution through negotiation.

Should the Parties not resolve some or all of the dispute through negotiation, then the Parties agree to attempt to resolve the dispute through mediation, arbitration, and/or another appropriate dispute resolution process before resorting to litigation.

All information exchanged during negotiation meetings or any subsequent dispute resolution process,
shall be regarded as “without prejudice” communications for the purpose of settlement of the dispute
and shall be treated as Confidential by the Parties and their representatives, unless otherwise required
by law.

XVII.Modifications

ICANN may modify any of the terms and conditions in this APA at any time at their sole discretion. In such an event, ICANN will notify the Affiliate as outlined in the Notices section of this APA.

Modifications may include but are not limited to changes in the Commission’s procedures and Program rules and policies.

If any modification is unacceptable to the Affiliate, their only option is to end this APA. Continued participation in the Program following the notification of change or new APA will indicate Affiliate agreement to the changes.

XVIII.Assignments

This APA may not be assigned or transferred, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of Affiliate assets, change of control or operation of law, without the prior written consent of ICANN.

ICANN may assign this APA to any Affiliate or in the event of a merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law.

XIX.Force Majeure

Neither Party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated Party; government restrictions; or other event outside the reasonable control of the obligated party. Each Party will use reasonable efforts to mitigate the effect of a force majeure event.

XX.Severability

If any part of this APA is determined to be invalid or unenforceable by applicable law, then the invalid or
unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely
matches the intent of the original provision and the remainder of this APA will continue in effect.

XXI.Governing Law

This APA shall be governed as to validity, interpretation, construction, effect and in all other respects by the laws and decisions of CANADA, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this APA or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the provincial courts in Ontario, Canada.

XXII.Compliance with Applicable Laws

The Affiliate shall comply and shall ensure that any third parties performing sales or referral activities on the Affiliate’s behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to ICANN, ICANN Customers, or to the public. Export laws and regulations of the United States, Canada and any other relevant local export laws and regulations may apply to the OFFERS. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the OFFERS to prohibited countries or individuals or permit use of the OFFERS by prohibited countries or individuals.

XXIII.Waivers

The waiver by either Affiliate of a breach or right under this APA will not constitute a waiver of any other or subsequent breach or right. ICANN shall allow waivers on an individual basis for promotion of OFFERS that the Affiliate finds offensive or immoral.

XXIV.Signatures

Original signatures transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., .pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as original signatures.

XXV.Entire Agreement

This APA and any attached Schedules and Addendums sets forth the entire agreement and understandings between ICANN and the Affiliate for the Program and supersedes all other contemporaneous discussions, understandings, proposals, agreements, and other communications whether electronic, oral or written, and there are no covenants, representations, warranties or agreements between the parties in connection with the Program except as specifically set forth herein.

It is the express wish of both Parties that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

No supplement, modification or waiver of this APA shall be binding unless executed in writing by all parties.

IN WITNESS WHEREOF, the Affiliate hereby executes this APA by selecting “I Agree”, and in executing this APA the Affiliate is agreeing to abide by all obligations of this Agreement as written, and is also confirming that they currently have no other legal bindings to any other organizations or individuals that could be construed as having a conflict of interest.