Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask
the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our
company's good name. So please bear with us as we take you through this legal formality.
If you have any questions, please don't hesitate to let us know. We are strong believers in straight-forward and honest
communication. For quickest results please email us at [email protected]. You can also reach us via phone, toll-free:
1-888-665-6936.
Best regards,
Robert McDonald
President
Skookum Tools Ltd.
AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SKOOKUM TOOLS LTD. (DBA ONLINESUPPLY.CA)
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in OnlineSupply.ca's
Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the OnlineSupply.ca web
site. Please note that throughout this Agreement, "we," "us," and "our" refer to OnlineSupply.ca, and "you," "your," and
"yours" refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application at the OnlineSupply.ca server. The
fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may
reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable
for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other
intellectual property rights or to violate the law
2.1.6. Includes "Merchant" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or
otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner
which resembles our website nor design your website in a manner which leads customers to believe you are OnlineSupply.ca or
any other affiliated business.
2.2. As a member of OnlineSupply.ca's Affiliate Program, you will have access to Affiliate Account Manager. Here you will be
able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for
links to web pages within the OnlineSupply.ca web site) and banner creatives, browse and get tracking codes for our coupons
and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code
that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. OnlineSupply.ca reserves the right, at any time, to review your placement and approve the use of Your Links and require
that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary
to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your
site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any
other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's
copyrighted material or other intellectual property in violation of the law or any third party rights.
3. OnlineSupply.ca Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this
Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our
web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes
to your site that we feel are necessary, we reserve the right to terminate your participation in the OnlineSupply.ca
Affiliate Program.
3.2. OnlineSupply.ca reserves the right to terminate this Agreement and your participation in the OnlineSupply.ca Affiliate
Program immediately and without notice to you should you commit fraud in your use of the OnlineSupply.ca Affiliate Program or
should you abuse this program in any way. If such fraud or abuse is detected, OnlineSupply.ca shall not be liable to you for
any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated
hereunder.
4. Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written
notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of
this Agreement by you.
5. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will
be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and
OnlineSupply.ca's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this
Agreement. Your continued participation in OnlineSupply.ca's Affiliate Program following the posting of the change notice or
new Agreement on our site will indicate your agreement to the changes.
6. Payment
OnlineSupply.ca uses a third party software to handle all of the tracking and payment. The third party software is accessed
in the OnlineSupply.ca affiliate network.
7. Access to Affiliate Account Interface
You will create a password so that you may enter OnlineSupply’s secure affiliate account interface. From this site you will
be able to receive your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that mentions OnlineSupply.ca could be perceived
by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by
OnlineSupply.ca. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to
our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to
non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way
that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use
mailings to customers to promote OnlineSupply.ca so long as the recipient is already a customer or subscriber of your
services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to
newsgroups to promote OnlineSupply.ca so long as the news group specifically welcomes commercial messages. At all times, you
must clearly represent yourself and your web sites as independent from OnlineSupply.ca. If it comes to our attention that you
are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the
OnlineSupply.ca Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to
such unacceptable advertising or solicitation.
8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as online
supply, onlinesupply, www.onlinesupply, www.onlinesuply.ca, any of the registered trade marks or brand names represented by
online supply, and/or any misspellings or similar alterations of these – be it separately or in combination with other
keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be
considered trademark violators, and will be banned from Merchant’s Affiliate Program. We will do everything possible to
contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate
program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance
Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to
consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Merchant’s
site (i.e., no page from our site or any OnlineSupply.ca’s content or branding is visible on the end-user’s screen). As used
herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent
causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer
initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed
software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be
overwritten where a user would under normal circumstances have arrived at the same destination through the results given by
the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or
directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and
automatic pop ups that open OnlineSupply.ca’s site; (d) targets text on web sites, other than those web sites 100% owned by
the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate
banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in
accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names,
trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for
such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of
OnlineSupply.ca's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of OnlineSupply.ca
and the good will associated therewith will inure to the sole benefit of OnlineSupply.ca.
9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or
that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary
materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and
interest to its respective rights and no right, title, or interest is transferred to the other.
10. Disclaimer
ONLINE SUPPLY.CA MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ONLINE SUPPLY.CA SERVICE AND WEB SITE OR
THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF ONLINE SUPPLY.CA ABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE
OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY
INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding
obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement
and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT,
STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
(INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN
NO EVENT SHALL ONLINE SUPPLY.CA'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN
CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU
UNDER THIS AGREEMENT.
13. Indemnification
You hereby agree to indemnify and hold harmless OnlineSupply.ca, and its subsidiaries and affiliates, and their directors,
officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands,
liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' 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 (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark,
copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a
representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site,
including, without limitation, content therein not attributable to us.
14. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information,
disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked
"Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or
disclose such proprietary information of the other party without express written permission of the disclosing party.
15. Miscellaneous
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint
venture, agency, franchise, sales representative, or employment relationship between you and OnlineSupply.ca. You will have
no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your
Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all
or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard
to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and
communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise
affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or
limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this
agreement shall have full force and effect.
Trusted by
12,000+
Clients
