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Shoptoit.ca Partner Agreement

This Shoptoit.ca Partner Agreement (the "Agreement") is an agreement between Shop To It, Inc. ("Shop To It" or "SDC") and you ("Partner" "you" or "your") to use the Shop To It Material(s). You must first read and agree to the terms of this Shop To It Partner Agreement. By clicking "I Accept" you are indicating that all of these terms are acceptable to you. You may then submit a complete Application and apply to join the Shoptoit.ca Partner Program.

You agree to the following terms and conditions in order to use the Shop To It Materials:

1. Agreement

By submitting a complete Application, you acknowledge and agree that you have read and understand this Agreement, all incorporated agreements, and that if your Application is accepted, this Agreement shall, immediately upon such acceptance, become a legal agreement between you and Shop To It. The terms and conditions of this Agreement shall govern your participation in the Shoptoit.ca Partner Program. The terms and conditions of this Agreement can be changed at any time and pursuant to our Terms & Conditions, you accept that it is your responsibility to review the Agreement and keep up to date with, and adhere to the policies posted here.

2. Definitions

For purposes of this Agreement, the following terms will have the indicated meanings:

“Shoptoit.ca Partner Program”, “Shoptoit.ca Program”, “Program” or “Parntner Program” mean the name of the service provided by Shop To It Inc. to you.
"Partner" "you" or "your" mean the name of the company or individual or other corporate entity provided in the Application.
"Partner Marks" means any and all trademarks, trade names, service marks or logos owned or licensed by Partner (other than any Shop To It Marks licensed hereunder).
"Partner's Web Site" or "your Web Site" or "Partner(’s) Site" mean your Internet web site, all wholly owned and operated websites and any site indicated in your Application under "URL of Site."
"Ingredient Branding" means the display of Shop To It Logo on each page of the Partner Site displaying Shop To It Data.
"Intellectual Property Rights" means, with respect to any data, device, or other asset of any kind, all copyright, patent, trade secret, moral, termination, authorship and other proprietary rights relating to any such data, device, object code, source code or other asset including, without limitation, all rights necessary for the worldwide development, manufacture, modification, enhancement, sale, licensing, use, reproduction, publishing and display of such data, device, object code, source code or other asset.
"Keywords" mean those shopping-related and other words or phrases provided by Shop To It to be used in targeting promotion of the Links.
"Link(s)" mean Web page URLs, banner or button advertisements, or other graphical or text elements, provided by Shop To It under this Agreement and containing one or more Shop To It Marks and a link to a page on the Shop To It Web site.
"Merchant Referral" means each time during a Visit that a Visitor unrelated to you accesses the Web site of an online merchant by clicking on a store offer included in Shop To It's merchant deals listings for which Shop To It is compensated by the merchant, as measured using Shop To It's standard tracking methods.
"Referral" means an instance in which a Visitor unrelated to you accesses the Shop To It Web Site by clicking on a Link on your Web Site and is successfully served a page of the Shop To It Web Site (i.e., so that the page is fully loaded without an error and displayed in the Visitor's browser at its proper Shop To It URL), and as measured using Shop To It's standard tracking methods.
"Referral Revenue" means the revenue earned by Shop To It from a click by a Visitor on a link to for which Shop To It is compensated within a session initiated by a click on a URL within the Shop To It Data, as measured using Shop To It’s standard tracking methods.
"Shop To It Data" means XML data and links delivered to Partner as described herein and any attached Exhibit.
"Shop To It Marks" means any and all trademarks, trade names, service marks or logos owned or licensed by Shop To It (other than any Partner Mark(s) licensed hereunder).
"Shop To It Materials" mean any Links, Shop To It Mark(s), Keywords, Shop To It Data or Shop To It Product Data.
"Shop To It Product Data" means the product specifications including but not limited to product image, attributes and description.
"Shop To It Web Site" means the web site located at the URL www.shoptoit.ca or another URL belonging to Shop To It, or any other web site owned or operated by Shop To It including, without limitation, co-brand sites and private label sites that include Shop To It Data.
"Visit" means a usage session on a Shop To It Web Site that is initiated by a Referral and ends with 30 minutes of browser inactivity on the Shop To It Web Site.
"Visitor" means a natural person (e.g., as opposed to a "bot" or other automated process.).

3. Enrollment in the Partner Program

To apply for enrollment in the Shoptoit.ca Partner Program, you must accept the terms of the Agreement, then fill out an online application to our program ("Application"). Shop To It will notify you of Shop To It's acceptance or rejection of your application. Shop To It MAY REJECT YOUR APPLICATION AND WEB SITE FOR ANY REASON WHATSOEVER, IN SHOP TO IT’S SOLE DISCRETION, INCLUDING BUT NOT LIMITED TO A DETERMINATION THAT YOUR WEB SITE: (1) is unsuitable for or incompatible with the Partner Program; (2) incorporates images or content that is in any way libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, hateful, harmful, harassing, racially or ethnically discriminatory or otherwise objectionable; (3) incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other Intellectual Property Rights; (4) is an incentive-based Web site, such as a lottery or sweepstakes site which rewards users for clicking on links; (5) engages in activities that violate the Shop To It Privacy Policy or Spam Policy; or (6) openly encourages users to click on banner ads or other sponsored links to support the site.

4. Your Obligations

Placement of Shop To It Links. If you are approved as a Partner, you will be provided with access to a variety of Shop To It Links. Subject to the terms and conditions hereof, you may display these Links on your Web Site, placing and using any Link in as many areas on your Web Site as you desire.

You agree to: cooperate fully with Shop To It to establish and maintain such Links, display the Links prominently throughout your Web Site, and use the Links only to provide Referrals and to promote your ability to do so pursuant to this Agreement.

You agree not to: request that users click on Widgets, or rely on deceptive implementation methods to obtain clicks such as encouraging users/third-parties to click on Widgets for compensation in return.

You agree not to; artificially generate clicks on Widgets by methods including but not limited to repeated manual clicks, using bots, automated click and impression generating tools, third-party services that generate clicks such as paid-to-click, paid-to-surf, autosurf, and click-exchange programs, or any deceptive software. Please note that clicking on your own ads for any reason is prohibited. Failure to comply with this policy may lead to your account being disabled.

You agree not to: present the Links or any images or Shop To It Marks in combination with any other name or mark, in connection with your own goods or services, or in any manner that may suggest or imply that you or your goods or services are supplied by, sponsored by, endorsed by or associated with Shop To It. You agree not to alter or change the look, feel or functionality of any Link without Shop To It's express prior written consent, use links to the Shop To It Web site other than the Links provided by or approved by Shop To It, you agree not to use the Links in any way that may alter the look, feel or functionality of the Shop To It Web Site, You agree not to use links to any other third party retail comparison site while you are using the Shop To It Links.

Solicitation. You will not use any information gained through participation in the Shop To It Partner Program to solicit any Shop To It advertiser or client without the prior written approval of Shop To It.

Publicity. Other than as otherwise specifically permitted by this Agreement, you may not create, publish, or distribute any item (e.g. press release) that references Shop To It without first submitting those items to Shop To It for approval and receiving Shop To It's written consent.

Use of Shop To It Marks. Under no circumstances may you use Shop To It's Marks for any purpose other than the placement of Links on your Web site in accordance with this Agreement. You specifically acknowledge that entry into any agreement with a third party for the purchase of traffic involving keywords that are identical to or similar to any of Shop To It's Marks will constitute a breach of this Agreement and will also constitute trademark infringement.

5. Ownership and Limited License

a. License. Subject to the terms and conditions of this Agreement, Shop To It grants you a limited, non-exclusive, non-assignable, non-transferable, non-sub licensable, royalty-free license during the term of this Agreement to use the Shop To It Materials on your Web Site, solely in connection with the exercise of your rights under this Agreement.

b. Ownership. You acknowledge that Shop To It now and at all times hereafter is the exclusive owner of all rights, titles and interest in and to all Shop To It Materials. You receive and acquire no license(s) with respect to any Shop To It Materials except as expressly granted in this Agreement. You agree that you will not assert any copyright, trademark or other intellectual property ownership or other proprietary rights in any Shop To It Materials, or any part of these items or in any derivative work of these items. Except for the right to use the Shop To It Materials as set forth in Sections 4 and 5 of this Agreement, nothing contained in this Agreement shall be construed to grant you any right, title or interest in or to any intellectual property of Shop To It including, without limitation, any Keyword list, Link and/or Shop To It Mark and you are prohibited from making any use thereof of any nature except as expressly authorized in this Agreement. You agree that you will not adopt, use or attempt to register any trademarks or trade names that are confusingly similar to the Shop To It Marks or in such a way as to create combination marks or otherwise.

6. Payment and Reporting

a. Amount. Shop To It will pay you a 20% share of Referral Revenue generated by you in each calendar month (the "Commission"). Shop To It may, at its sole discretion, adjust this fee at any time. You acknowledge and agree that Shop To It pays Commissions based only on Shop To It's standard tracking methods. Partner will not artificially increase Referral Revenue via automated methods such as scripts, and Shop To It will not be obligated to compensate Partner for Referral Revenue generated by automated methods such as scripts.

b. Terms. Shop To It will pay you forty-five days (45) after the end of each calendar month for all Commissions due under subsection (a) from such month, less any taxes Shop To It may be required to withhold, and less any amount Shop To It determines, in its sole, good faith discretion, was not validly earned from proper use of the Links. However, if Commissions earned during any calendar month are less than $50.00, Shop To It shall continue to accrue your Commissions but shall have no obligation to pay such Commissions to you until such time as your Commissions exceed $50.00. Shop To It will keep and maintain records of Referral Revenue during the Term. Additionally, subject to a final accounting to be completed within forty-five days (45) after the end of each calendar quarter during the Term, Shop To It shall make online reports with daily Referral Revenue available to Partner.

c. Reporting. Shop To It will provide you with access to information about Commissions owed to you in the form of an easily accessible report.

d. Except as otherwise specifically provided in this Agreement, each party shall be responsible for all costs and expenses relating to the performance of its obligations hereunder. Each party shall be responsible for the collection and remittance, as required by law of the governing tax jurisdiction, taxes that may be imposed pursuant to the grant of rights contemplated by this Agreement. Such taxes may include, but are not limited to use, excise, gross receipts or other similar taxes. Each Party hereto shall be responsible for taxes based on its own net income. The parties shall cooperate with one another to minimize any and all taxes to the extent permissible by law.

e. Shop To It has the right to filter out "bad clicks" in calculating Referral Revenue. Such filtering may include, but not be limited to, the means set forth in Exhibit A to this Agreement.

7. Representations and Warranties

a. Your Warranties. You represent and warrant that: (i) you have full power and authority to enter into this Agreement, (ii) you are and shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of your obligations under this Agreement, and (iii) you are solely responsible for the development, maintenance and operation of, and the content on, your Web Site (other than Shop To It Materials when used in accordance with the terms of this Agreement,) the technology used by you in connection with your Web Site, and the means by which users access your Web Site; further, you represent and warrant that all the content on your Web Site (a) is owned or validly licensed for use by you or in the public domain; (b) does not constitute defamation, libel, obscenity or violate any rights of publicity or privacy; (c) does not infringe or violate any copyright, patent, trademark or other similar intellectual property right, or otherwise violate or breach any duty toward, or right of any person or entity, including without limitation, rights of privacy and publicity; (d) does not result in any consumer fraud, product liability, breach of contract to which you are a party or which cause injury to any third party, (e) does not influence a search engine's result in a way that violates such search engine's published policies including without limitation its "spam" policy and (f) does not and shall not contain objectionable material, including without limitation pornography, obscene language or other obscene content, or support for violent or hate groups. You agree to defend, indemnify and hold Shop To It harmless from and against any and all losses, costs, claims, liabilities, damages, suits, actions or expenses (including, without limitation, reasonable attorneys' fees) arising from or in connection with any breach of these warranties or this Agreement.

b. Disclaimer of Warranty. Shop To It EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SHOP TO IT WEB SITE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In addition, Shop To It makes no representation or warranty that the Links, the tracking data, the operation of the Shop To It Web Site, or Shop To It 's procedures and systems for tracking Referrals generated by your Web Site will be uninterrupted or error-free, and Shop To It will not be liable for the consequences of any interruptions or errors.

8. Confidentiality

During the term of this Agreement, you may receive or have access to certain information from or about Shop To It which is proprietary and must be treated accordingly ("Confidential Information.") Confidential Information does not include information that is generally known and available, or in the public domain through no fault of you or another party. Confidential Information includes any API, keywords and Shop To It statistics, whether individually or compilations thereof. You agree (i) not to disclose any Confidential Information to any third parties, (ii) not to use any Confidential Information for any purposes except to carry out your rights and responsibilities under this Agreement and (iii) to keep the Confidential Information confidential using the same degree of care you use to protect your own confidential information, as long that is at least reasonable care. You acknowledge and agree that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of your obligations hereunder, that any such breach may allow you or third parties to act unfairly resulting in irreparable harm to Shop To It and, therefore, that upon any such breach or threat thereof, Shop To It shall be entitled to injunction and other appropriate equitable relief in addition to whatever remedies it may have at law. In addition, if Shop To It prevails in any legal dispute hereunder, it shall be entitled to collect its reasonable attorneys' fees and expenses.

9. Limitation of Liability

Shop To It WILL NOT BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT Shop To It WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL SHOP TO IT'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNT OF COMMISSION PAYMENTS MADE TO YOU UNDER THIS AGREEMENT.

10. Term and Termination

a. Term. The term of this Agreement (the "Term") shall commence on the date this Agreement has been fully executed and shall continue until terminated by Shop To It, immediately for any material breach of this Agreement or any reason or at its convenience or by you on thirty (30) days notice. Termination may be effected by writing, including email, which shall be effective when delivered.

b. Effect of Termination. Upon the termination of this Agreement for any reason all license rights granted herein shall terminate immediately, and you shall immediately cease use of the Shop To It Materials.

11. Miscellaneous

a. Survival. In the event of any termination or expiration of this Agreement for any reason, Sections 5b, 7, 8, 9, 11 a., 11 e. and the obligations of the parties under this Agreement that by their nature would continue beyond expiration, termination or cancellation of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality requirements, ownership and property rights) shall survive any such expiration, termination or cancellation.

b. Amendments. Shop To It may change the terms and conditions of this Agreement by posting notice of such change on the Shop To It Web Site. Any use of the Shop To It Materials after such notice is posted or delivered shall be deemed to be continued acceptance of this Agreement including its amendments and modifications.

c. Assignment. Only Shop To It may assign its rights or delegate its obligations under this Agreement.

d. No Third Party Beneficiaries. All rights and obligations of the parties hereunder are personal to them. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.

e. Governing Law. This Agreement will be governed and construed in accordance with Canadian law, without regard to conflict of law principles. Any dispute or claim between the parties, whether or not arising out of or in connection with this Agreement, shall be finally settled by binding arbitration in Calgary, Alberta, Canada under the Commercial Rules of the Canadian Arbitration Association by one arbitrator appointed in accordance with said rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

f. Independent Contractors. The parties are independent contractors. This Agreement shall not be construed to create a joint venture or partnership between the parties. Neither party shall be deemed to be an employee, agent, or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.

g. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party.

h. Entire Agreement. This Agreement, the Exhibits hereto, and the accompanying Application constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements with respect to the subject matter hereof.

i. Severability. If any provision of this Agreement shall be held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.

j. Section Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

k. Foreign Web Sites. IN ADDITION TO ALL OTHER CRITERIA CONSIDERED BY SHOP TO IT WITH RESPECT TO THE APPLICATION OF A PROSPECTIVE PARTNER, NO APPLICANT SHALL BE ADMITTED TO THE PARTNER PROGRAM UNLESS SUCH APPLICANT'S WEB SITE IS LOCATED WITHIN THE UNITED STATES OF AMERICA OR CANADA, AS DETERMINED BY SHOP TO IT IN ITS SOLE DISCRETION. SHOP TO IT MAY MODIFY ITS PARTNER PROGRAM AT ANY TIME TO ALLOW APPLICANTS AND PARTNERS FROM COUNTRIES OTHER THAN THE UNITED STATES OF AMERICA AND CANADA, BUT SHALL BE UNDER NO OBLIGATION TO DO SO.

Exhibit A

Filtering "bad-clicks" may include, but not be limited to, the following examples in order for Shop To It to calculate accurate Referral Revenue:

Flag specific IP and/or user agents that have been determined to be fraud or bots, all clicks from these flagged IP or user agents are filtered.
Multiple clicks within 5 minutes of each other from the same Visitor on the same merchant link.
Multiple clicks within 2 minutes of each other from the same IP address on the same merchant link.