4. REFERRAL TRACKING.

4.1 – You will receive a unique Affiliate URL (the “Affiliate Link”), which you will use to advertise and promote the Eligible Products.  When a Referred Customer clicks through your Affiliate Link, a cookie or similar tracking technology (a “Cookie”) will be set in the Referred Customer’s browser for a period of 30 days after the Referred Customer clicks through your Affiliate Link (the “Active Period”).  When the Referred Customer creates a DLE account by using your Affiliate Link within the Active Period, the Cookie on the Referred Customer’s browser that corresponds to your Affiliate Link will be tracked.  If the Referred Customer completes the purchase of an Eligible Product during the Active Period, then a sale (each, a “Sold Account”) will be registered on your DLE Affiliate profile and a Commission in connection with such Sold Account will be payable by DLE to you in accordance with the provisions of this Agreement.  For greater certainty, if a Referred Customer purchases an Eligible Product after the expiration of the Active Period, then a Sold Account will not be registered on your DLE Affiliate profile.

4.2 – In the event that:

• a Referred Customer has active Cookies for multiple Affiliates, the most recently acquired Cookie will determine which Affiliate is credited with such sale and which Affiliate will have a Sold Account registered on their DLE Affiliate profile; and
• a Referred Customer is using cookie blocking software, pixel blocking software or other similar software which prevents DLE from tracking your Affiliate Link, or if the Affiliate Link is altered in anyway, then a Sold Account will not be registered on your DLE Affiliate profile with respect to any Eligible Products purchased by such Referred Customer.

5. COMMISSION PAYMENTS; MINIMUM COMMISSION.

5.1 – Commissions payable in accordance with Section 3.2 will be paid by DLE to you within 45 days after the end of the calendar month that payment was received by DLE for the Sold Account from which such Commission was earned.

5.2 – The total amount of Commissions payable to you by DLE must equal or exceed USD $100.00 before you are eligible to receive payment from DLE for any Commission earned.  If your Commission is less than USD $100.00, your Commission will be withheld by DLE until your Commission exceeds USD $100.00.

5.3 – All Commissions are paid in US Dollars.  All Commissions are payable by way of electronic payment, including PayPal, Automated Clearing House (ACH) payment or such other form of payment as may be determined by DLE, and any fees resulting from the payment transaction will be your responsibility and DLE will not be responsible or liable for any such costs and expenses.

5.4 – You will provide DLE with current payment information, from time to time, and you agree to forfeit all Commissions owed to you if DLE is unable to make payment to you for a period of more than 60 days as a result of your payment information being outdated or otherwise incorrect.

6. REFUNDS AND CHARGEBACKS.

6.1 – If payment for a Sold Account later results in a refund or charge-back, as determined by DLE in its sole discretion, and if a Commission was paid to you for such Sold Account, then DLE will have the right to deduct the Commission paid to you with respect to such refunded Sold Account from future Commissions payable by DLE to you.  Alternatively, you agree to make payment to DLE for the full amount of the Commission paid to you with respect to such refunded Sold Account within five (5) days of receiving notice of same from DLE.

6.2 – If DLE determines, in its sole discretion, that any Sold Account was procured fraudulently or as a result of any violation of this Agreement, no Commission will be payable by DLE to you with respect to such Sold Account.  If any Commissions are paid by DLE to you for a Sold Account that was produced fraudulently or as a result of any violation of this Agreement, and the fraud or violation is discovered by DLE after payment of the Commission to you, you agree to make payment to DLE for the full amount of the Commission within five (5) days of receiving notice of same from DLE.  Any payments made by you to DLE under this Section 6.2 will be made in accordance with the payment instructions provided to you by DLE.

7. TAXES.

7.1 – DLE will not be required to make payment to you for any Commissions until you provide DLE with, as applicable, a valid Goods & Services Tax Registration number (GST), a completed Form W-8 or Form W-9, or such other form or information in relation to same may be required by DLE.  You will be deemed to have irrevocably waived all rights to Commissions that were earned more than 120 days before submitting a valid GST number or a completed Form W-8 or Form W-9 to DLE.

7.2 – You will remit, and will be solely responsible for remitting, all value added taxes paid by DLE to you to the applicable government agencies and DLE will not be responsible for the payment of any value added taxes other than as set out in Section 7.1.  You agree to indemnify and hold DLE harmless from and against any order, penalty, interest or tax that may be assessed or levied against DLE as a result of your failure or delay to charge, collect or remit any value added tax or to file any return or information require by any law or regulation.

7.3 – You are responsible for any and all tax liabilities, including without limitation, sales and valued-added taxes and income tax liabilities that arise from or in any way relate to any Commissions or this Agreement and DLE will have no obligation or liability whatsoever to you or any other third-party in relation to this Agreement for failure by you to charge, collect or remit any taxes as required under any applicable laws.

7.4 – If you are not a resident of Canada or the United States, DLE may withhold tax where required to by applicable law.

8. MARKETING AND ADVERTISING.

8.1 – You will comply with DLE’s Marketing and Advertising Policy in any and all of your marketing and advertising activities in connection with this Agreement and you represent and warrant to DLE that none of your marketing practices violate the Marketing and Advertising Policy.

8.2 – You acknowledge and agree that it is your obligation, exclusively, to ensure that all of your communications comply with state and local anti-spamming or analogous laws.

8.3 – You will bear your own costs and expenses incurred by you in connection with this Agreement (including, but not limited to, all marketing, legal, accounting and other advisory fees incurred in connection with this Agreement and the arrangements contemplated hereby) and DLE will not be responsible or liable for any such costs and expenses.

8.4 – On any website or other written media that you advertise DLE or any of its products or services, you will clearly and plainly display (not in a link, or in small font) the following disclaimer language:

“I am an independent affiliate of Dan Lok Education, Inc. (“DLE”) and am not an employee of DLE. I receive referral payments from DLE. The opinions expressed herein are my own opinions and are not official statements of DLE.  DLE does not accept responsibility for the adequacy or accuracy of the statements herein.”

9. INVENTORY LOADING/REBATES. 

9.1 – Affiliates who, among other things, (i) share the same personal/company details, including but not limited to, last name, email address, IP address, website details, or commission payment details, as a Referred Customer or (ii) pay for another person’s account, will be deemed to have made a “Self-Referral”. Commission is not payable by DLE to you with respect to any “Self-Referral”. DLE, in its sole discretion, will determine the classification of any referral as a “Self-Referral.”

9.2 You are not permitted to offer cash rebates or other monetary incentives to Referred Customers. Violation of this Article 9 will constitute a material breach of this Agreement and, if you breach this Article 9, you agree to repay to DLE all Commissions paid by DLE to you in connection with such breach.

10. LICENCES. 

10.1 – You hereby grant DLE the non-exclusive right and licence to reproduce, use, exhibit, display, broadcast and distribute, alter, manipulate and create derivative works out of, any and all photographs, videos and/or audio recordings submitted by you to DLE or taken or created by you in connection with this Agreement (collectively, the “Affiliate Materials”).

10.2 – You hereby waive any and all rights:  (i) to approve the use of or inspect DLE’s use of the Affiliate Materials (including print, internet, film, television and no matter how distributed or published) for any purpose; (ii) in and to the Affiliate Materials; and (iii) to royalties or other compensation arising from or related to the use of the Affiliate Materials.

10.3 – DLE hereby grants you a non-exclusive, non-transferable, revocable license (i) to access DLE’s website through the Affiliate Links solely in accordance with the provisions of this Agreement; and (ii) to use the DLE trademark, logo and similar identifying material provided by DLE to you (collectively, the “DLE Materials”) solely in connection with such Affiliate Links and for the purpose of selling the Eligible Products, provided that you will only be permitted to use the DLE Materials in accordance with the Marketing and Advertising Policy.  You may not alter, manipulate or create derivative works out of the DLE Materials in any way.  You are only entitled to use the DLE Materials while you are an Affiliate in good standing and in compliance with the provisions of this Agreement.

10.4 – Except as pursuant to Section 10.3 and notwithstanding any other provision of this Agreement, neither the entry into this Agreement by the parties nor the performance by the parties of their obligations hereunder will provide you or any Referred Customer with any interest or title in, or right or license to use, either during the Term or upon the termination of this Agreement, any intellectual property owned by or licensed to DLE, without the prior written consent of DLE.

11. TERM AND TERMINATION.  

11.1 – This Agreement will be effective during the term (the “Term”), which Term begins on the Effective Date and will continue month-to-month until terminated by either party pursuant to this Article 11.

11.2 – You may terminate this Agreement at any time.  You may discontinue your participation in the Affiliate Program by providing written notice to DLE, removing your Affiliate Link (as defined below) from your website and no longer promoting DLE.  For accounting purposes, DLE’s systems will retain your account and personal information.

11.3 – DLE may terminate this Agreement by providing 15 days’ prior written notice to you, sent to the email address that is associated with your Affiliate profile; provided that DLE may terminate this Agreement, immediately and without prior notice, upon:

• your breach of any of the provisions of this Agreement;
• any material violation by you of applicable laws; provided that where such violation is of such a nature that it can be cured, such violation will not constitute cause if it is cured within 15 days of you becoming aware of its occurrence;
• you engaging in in any criminal act, serious misconduct, or act of dishonesty respecting the property, finances or reputation of DLE;
• you engaging in any conduct which, in the opinion of DLE, acting reasonably, is materially detrimental or embarrassing to DLE, including, without limitation, if DLE determines, in its sole discretion, that your website and advertising materials are incomplete or contains inappropriate or offensive content; or
• your “inactivity” for a period of one year.  You will be deemed “inactive” if for a period of one year from the date that your last Commission was earned, no further Commissions have been earned by you.

11.4 – In the event that this Agreement is terminated:

• pursuant to Sections 11.3(a) to 11.3(e), you agree to forfeit all Commissions owed to you or that may in the future be owed to you;
• you waive your right to be paid any unpaid Commissions below the minimum threshold as set out in Section 5.2 and you will not receive any Commissions which are earned after the date of termination; and
• the license granted to you pursuant to Section 10.3 will be revoked.

12. CONFIDENTIALITY.

12.1 – During the Term, you may have had or will have access to information and materials (in whatever form and howsoever communicated) that are confidential or proprietary to DLE (“Confidential Information”).  Confidential Information includes information relating to DLE’s product designs and specifications, data, development plans, costs, profits and pricing policies, sales records, business and marketing development plans, customer lists, customer requirements, prospects lists and sales lead data, organizational structure, operations, business plans and affairs, technical projects, business costs, financial status, proprietary information, inventions, trade secrets, names of joint venture partners, personal information regarding directors, officers, employees or consultants, or other work produced or developed by or for DLE.  However, “Confidential Information” excludes information and materials which you can demonstrate by written record:  (i) were known by you prior to the DLE’s disclosure to you; (ii) properly came into your possession from a third party who was not under any obligation to DLE to maintain the confidentiality; (iii) had become generally available to the public, not through your fault; or (iv) was developed by you without the use of the Confidential Information.

12.2 – You will maintain the confidentiality of the Confidential Information both during and after the Term. You will not use, copy, disclose, publish, make available, distribute or otherwise exploit the Confidential Information, directly or indirectly, without first obtaining the written consent of DLE, except as required by applicable laws; provided that you will have promptly notified DLE of such requirement prior to disclosure of the Confidential Information.

12.3 – All Confidential Information received from DLE by you during the Term will be returned by you or destroyed upon request by DLE or upon the termination of this Agreement.

12.4 – The provisions of this Article 12 will survive any termination of this Agreement and will continue in full force and effect for three (3) years thereafter.

13. NON-DISPARAGEMENT.

13.1 – You agree that, during the Term and after the termination or expiry of this Agreement for any reason whatsoever, you will not, directly or indirectly, and, if applicable, you will use reasonable efforts to ensure that your shareholders, directors, officers, and key employees, agents, attorneys, subsidiaries, affiliates, successors and assigns do not:

• say, publish, or otherwise transmit any statements, whether oral or written, to any other party whomsoever that may be intended to or that may have the effect of defaming DLE or be of defamatory nature, or that may disparage, call into disrepute, libel, slander or cause injurious falsehood to DLE and its present, former and future shareholders, officers, directors, employees, agents, attorneys, advisors, agents, affiliates, subsidiaries, successors and assigns; or
• engage in any conduct or pattern of conduct that involves the making or publishing of written or oral statements or remarks, including, without limitation, the repetition or distribution of rumors, allegations, reports or comments, which are disparaging, deleterious or damaging to the integrity, reputation, business or goodwill of DLE and its present, former and future shareholders, officers, directors, employees, agents, attorneys, advisors, agents, affiliates, subsidiaries, successors and assigns or any of the present, former and future products and services, including the Eligible Products.

14. REMEDIES; INDEMNITY.

14.1 – You agree that any breach of the provisions of Section 10.4, Articles 12, 13 and 17 would result in irreparable injury and damage to DLE for which DLE would have no adequate remedy at law.  You, therefore, also agree that in the event of said breach or any threat of breach, DLE will be entitled to specific performance and/or an immediate injunction and restraining order to prevent such breach or threatened breach by you and any and all entities acting for or with you without having to prove damages or paying a bond, in addition to any other remedies to which DLE may be entitled at law or in equity.  The provisions of this Section 14.1 will not prevent DLE from pursuing any other available remedies for any breach or threatened breach hereof, including the recovery of damages from you.  All such rights and remedies of DLE are cumulative and not alternative or exclusive of any other rights or remedies and DLE may have recourse to any one or more of its available rights and remedies as it will see fit.

14.2 – You agree to indemnify and hold harmless DLE, and its respective directors, officers, employees, representatives, agents and assigns (in this Section 14.2, each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities, actions or demands (collectively, the “Losses”) to which an Indemnified Party may become subject insofar as such Losses arise out of or are based upon any breach of a representation, warranty, covenant or obligation of you contained in this Agreement and will reimburse the Indemnified Parties for any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Losses; provided that such indemnity will not be available to an Indemnified Party in respect of Losses resulting from the Indemnified Party’s fraud, willful misconduct or gross negligence.

14.3 – The provisions of Article 14 will survive any termination of this Agreement and will continue in full force and effect for three (3) years thereafter.

15. DISCLAIMER; LIMITATION OF LIABILITY. 

15.1 – DLE MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO YOUR BUSINESS SUCCESS, INCOME, OR SALES, THE PRODUCTS AND SERVICES OF DLE, INCLUDING, BUT NOT LIMITED TO, THE ELIGIBLE PRODUCTS, THE RESULTS TO BE OBTAINED FROM YOUR OR ANY REFERRED CUSTOMER’S USE OF THE PRODUCTS AND SERVICES OF DLE, INCLUDING THE ELIGIBLE PRODUCTS OR ANY OBLIGATIONS OF DLE UNDER OR ARISING FROM THIS AGREEMENT.  In particular, DLE makes no representation or warranty with respect to the future earnings or revenues of you and you acknowledge and agree that you were not induced to enter into this Agreement as result of any such claims.

15.2 – DLE’S WEBSITES, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  DLE MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH DLE’S WEBSITES, PRODUCTS OR SERVICES.  Any reliance on or use of such materials is at your sole risk.

15.3 – YOU ACKNOWLEDGE AND AGREE THAT DLE DOES NOT ACCEPT ANY LIABILITY FOR YOU OR ANY OTHER PERSONS’ USE OF ANY CONTENT FROM THE ELIGIBLE PRODUCTS, DLE’S PRODUCTS OR SERVICES OR ANY MATTER RELATED, DIRECTLY OR INDIRECTLY, THERETO.  In no case will DLE, its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation, economic loss, loss or damage to electronic media or data, goodwill, other intangible losses, or any similar damages, arising from (i) the use of any content obtained under this agreement, including eligible products; (ii) the attendance at any event hosted by DLE; or (iii) any conduct of, or content created by, any third party with respect to the eligible products, the DLE or any of its products or services; PROVIDED THAT SHOULD A COURT OF COMPETENT JURISDICTION IN FINAL NON-APPEALABLE JUDGEMENT DETERMINE DLE IS OTHERWISE LIABLE, YOU HEREBY AGREE THAT IN NO EVENT WILL DLE’S LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF THREE (3) TIMES THE COMMISSIONS PAID TO YOU BY DLE FOR THE ONE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.

15.4 – You understand and agree that you will not have the right to participate in a representative capacity (including in a purported representative capacity on behalf of the general public) or as a member of any class of claimants pertaining to any claims that may arise under this Agreement, or be in any way related to DLE (including DLE’s past or present directors, officers, employees, shareholders, representatives, agents and assigns).  Any such claims will be brought individually and you will not join such claim with claims of any other person or entity or bring, join or participate in a class action against DLE.

16. COMPLIANCE WITH LAWS AND POLICIES; DATE SECURITY.

16.1 – You will observe and comply with all applicable laws, rules, ordinances, policies, codes and regulations of regulatory bodies and governmental agencies including federal, state, provincial, municipal and local authorities of any country having jurisdiction over this Agreement or any part hereof or any activities performed in connection herewith.

16.2 – You will comply with all applicable data protection laws regarding the transmission of data exported to or from the Canada, the United States or the country in which you reside, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the “GDPR”).  You, as a controller under the GDPR, will also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data.  You agree to promptly assist DLE in complying with any data subject rights request under the GDPR that DLE may receive from any Referred Customers referred to DLE by you.  You further agree to promptly assist DLE in complying with any duties to cooperate with supervisory authorities under the GDPR.

17. NON-SOLICITATION.  You covenant and agree that you will not directly or indirectly, during the Term and for 12 months after the date of termination of this Agreement, solicit or entice, or attempt to solicit or entice, either directly or indirectly, any Dan Lok Contacts, who were Dan Lok Contacts at the then relevant time, if during the Term, or at any time during the 12-month period prior to the date of termination of this Agreement, to become a contractor, consultant, employee, customer, or supplier of you or any of your affiliates unless expressly agreed to by DLE in writing and on such terms as may be agreed to by the parties.  In this Section 17, “Dan Lok Contacts” means any employees, contractors, consultants, agents, representatives, or affiliates of DLE.

18. GENERAL.

18.1 – All references herein, as applicable, to (i) the Affiliate will be interpreted to constitute the Affiliate and any of its directors, officers, employees, agents and representatives, as applicable, and (ii) DLE will be interpreted to include DLE, its affiliates and subsidiaries, as applicable.

18.2 – The Affiliate agrees that DLE may amend this Agreement in its sole discretion, including, but not limited to, by amending the Marketing and Advertising Policy, payment procedures, the Commission percentage (including by implementing a Commission threshold) and the products and services that constitute the Eligible Products, at any time without the prior consent of the Affiliate.  Any amendment to this Agreement, from time to time, will be effective upon the earlier of the date of posting of the amendment on DLE’s website (http://www.danlok.com/terms-and-conditions) or upon the delivery of actual notice to the Affiliate.  No amendment to this Agreement will be valid unless authorized or signed by DLE.  It is the Affiliate’s responsibility to keep apprised of any amendments to this Agreement.  The Affiliates continued participation in the Affiliate Program following DLE posting the modification on DLE’s website or providing notice of the modification to you will constitute binding acceptance of the change.

18.3 – This Agreement, together with DLE’s Marketing and Advertising Policy and other terms and conditions and policies as may be in effect from time to time, constitutes the entire agreement concerning the subject matter between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties with respect thereto.  There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.

18.4 – DLE may assign any or all of its rights and duties under this Agreement at any time and from time to time without your consent.  The Affiliate may not assign any of its rights or duties under this Agreement without the prior written consent of DLE.  This Agreement will enure to the benefit of the parties and their respective heirs, representatives, administrators, successors and permitted assigns.

18.5 – If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be wholly or partially invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and this Agreement will be interpreted as if the invalid provision had not been a part of this Agreement.

18.6 – The failure of DLE to enforce the strict performance of any provision of this Agreement will not constitute a waiver of DLE’s right to subsequently enforce such a provision or any other provision of this Agreement.

18.7 – Unless otherwise expressly stated in this Agreement, all dollar amounts are in the lawful currency of the United States.

18.8 – In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision will be deemed to be modified to the extent required to comply with the law, rule, or regulation in such jurisdiction, and this Agreement, as so modified, will continue in full force and effect.

18.9 – This Agreement will be governed and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.  All disputes arising under this Agreement will be referred to the courts of the Province of British Columbia, and each party irrevocably attorns to the non-exclusive jurisdiction of such courts.

18.10 – The Affiliate acknowledges and agrees that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that it has either done so or waived its right to do so in connection with entering into this Agreement.

18.11 – Any notice required to be given to the parties under or related to this Agreement will be in writing, addressed as follows:

• Affiliate: At the email address provided by the Affiliate to DLE on the Application or by posting information in the Affiliate center.
• DLE: Attention: Dan Lok; Email:  [email protected]

Any notice, direction or other instrument will be deemed to have been given and received on the business day following the day it was sent or posted.  Either party may at any time change its address for delivery from time to time by giving notice to the other party in accordance with this Section 18.11.  The Affiliate is solely responsible for addressing any technical failures related to its email address or server, and for reading any email sent to it.

This document was last modified on October 25, 2021.