Workleap Affiliate Program Agreement

This Workleap Affiliate Program Agreement (the “Agreement”) applies to your participation in Workleap Technologies Inc.’s Affiliate Partner Program (the “Program”) and in any of the Program activities. This Agreement is made between Workleap Technologies Inc. (“Workleap”) and you (the "Partner"). Workleap and you shall individually be referred herein as the “Party” and collectively as the “Parties”.Before participating in the Program or any of the Program activities, you agree to comply with, the most up-to-date version, of this Agreement, including any policies, documents, specifications, guidelines, schedules, and other rules referenced herein, which shall be incorporated by reference to this Agreement. By registering to the Program or its activities, you are binding that organization to this Agreement, and you represent that you have the authority to do so.

1. Definitions

• i. “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement.  As used in this definition, “control” shall mean the possession, directly or indirectly through one or more intermediaries, of the power to direct or cause the direction of the affairs or management of the subject entity (whether through ownership interests, contract, voting trust or otherwise and irrespective of whether any of the foregoing is fifty percent (50%) or greater.
• ii. “Affiliate Lead” means a prospective customer who clicks on the Affiliate Link to purchase a subscription to the Products.
• iii. “Affiliate Link” means the unique referral link provided by Workleap to Partner to market, promote, and refer Workleap and/or the Products to prospective customers.
• iv. “End Customer” means any customer that has purchased a subscription to the Products.
• v. “End Customer Agreement” means agreements that Workleap has with an End Customer regarding its use of the Products, including without limitations the end user license, maintenance and support agreement, which may be modified by Workleap from time to time.
• vi. “Fees” means the referral fee for which Partner is eligible for upon completion of a Qualified Customer Demo and/or Qualified Customer Transaction, and as set forth under Section 4 of this Agreement.
• vii. “Form” means the form completed and submitted by an Affiliate Lead through the Affiliate Link for a booked demo with a Workleap sales representative, or any other representative in a similar position.
• viii. “Marketing Activities” means the marketing, promotion, and referral of Workleap and/or the Products to prospective customers.
• ix. “Platform” means the third-party payment platform used by Workleap to pay the Fees to Partner.
• x. “Partner Marks” means Partner’s name, logo, trademarks, and other brand identifiers whether registered or not.
• xi. “Partner Materials” means content you create in connection with your participation in any Program through any medium or channel, including the Websites.
• xii. “Program” has the meaning set forth in the preamble of this Agreement.
• xiii. “Products” means each product offered by Workleap.
• xiv. “Qualified Customer Demo” as the meaning set forth under Section 4.1.1 of this Agreement.
• xv. “Qualified Customer Transaction” as the meaning set forth under Section 4.1.2 of this Agreement.
• xvi. “Taxes” means all applicable taxes, assessments, duties, permits, fees, and other charges of any nature or kind now in force or enacted in the future, however designated, assessed, or levied. axes include but are not limited to all national, foreign, state, local, regional, provincial, or municipal sales and/or use taxes, value added taxes, goods and services taxes, consumption taxes, personal property taxes, ad valorem taxes, custom duties, import fees, stamp duties, intangibles taxes, and registration fees, excluding taxes based on the net income of Workleap. Such amounts include without limitation any penalties, interest, fees, or other expenses, incurred as the result of any Taxes not paid by Partner in a timely fashion or in the manner required by law. Taxes also include amounts due based on the Fees payable hereunder.
• xvii. “Term” has the meaning set forth under section 6.1 of the Agreement.
• xviii. “Websites” means any websites that are owned, operated or managed by a Partner and that relate to Partner’s Marketing Activities pursuant to this Agreement.
• xix. “Workleap Marks” means Workleap’s name, logo, trademarks, and other brand identifiers whether registered or not.
• xx. “Workleap Materials” means data, images, text, link, Workleap Marks, marketing content, and other documents and information made available by Workleap to Partner in connection with the Program and the Products.

2. Eligibility to the Program

2.1 Acceptance to the Program. Acceptance of Partner to the Program is at the sole discretion of Workleap, and Workleap may reject or deny Partner application to the Program for any reason, which may not be disclosed to Partner. Acceptance by Workleap of Partner's application to the Program will enable Partner’s right to market, promote and refer the Products to prospective Customers and Partner’s eligibility to receive the Fees in accordance with this Agreement.

2.2. Program Compliance Requirements. Partner must comply with the terms of this Agreement to participate in the Program and receive any Fees. Workleap may, but is not obligated to, monitor Partner’s Websites or marketing channels at any time to determine Partner’s compliance with the Agreement.

3. Partner Obligations

3.1. Affiliate Link and Customer Transaction. Workleap authorizes Partner to conduct, market, promote, and refer the Products to prospective customers. Upon acceptance of Partner to the Program, Workleap shall provide Partner with access to an Affiliate Link through the Platform that Partner may share to prospective customers when conducting the Marketing Activities.For any Affiliate Leads that complete a Qualified Customer Transaction and/or a Qualified Customer Demo through the Affiliate Link, Partner shall receive a referral fee, as further described under Section 4.

3.2. Marketing Activities.

3.2.1. Cost and Expenses. Partner shall bear all costs and expenses related to the Marketing Activities.

3.2.2. Authorizations and Restrictions. Partner shall conduct the Marketing Activities in a fair and accurate manner, and shall not make any false, inaccurate, or misleading representations or warranties regarding Workleap or the Products, or use any marketing content or materials that: (i) inaccurately purport to be made by Workleap; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Workleap or its Affiliates; (iii) violate any laws or regulations; (iv) are false, misleading, or inaccurate; (v) are offensive, obscene, or inappropriate; (vi) portray Workleap or the Products in a disparaging manner; (vii) copy, resemble or mirror the look and feel of Workleap's websites, Workleap Marks or Products, or otherwise misrepresent Partner's affiliation with Workleap, such as holding Partner out as an employee or representative of Workleap; or (viii) engage in any other practices which may adversely affect the credibility or reputation of Workleap, including but not limited to using any Websites in any manner, or having any content on any Websites, that (a) use aggressive or low-quality marketing, including marketing services that are unrelated to Workleap or the Partner's services, (b) promote sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities, or (c) violate any intellectual property or other proprietary rights of any third party. Moreover, Partner shall not: (a) interfere with the operation of the Program; (b) remove, obscure, or alter Workleap's or any third party's copyright notice, proprietary rights notices, or other notices affixed to or contained within the Workleap Materials; (c) edit, modify, obscure, minimize or change the information contained in the Workleap Materials, including, without limitation, any product information or image provided by Workleap; (d) use any Affiliate Link on any coupon deal websites and/or coupon aggregator websites; (e) sell or bill the Products to customers, or otherwise act as a reseller of the Products; or (f) bid on any of the Workleap Marks.

3.3. Partner Materials. Partner Materials shall respect any marketing and/or brand guidelines provided by Workleap to Partner, including the ones set forth in Schedule 1 of this Agreement and any other guidelines made available by Workleap on the Platform. Workleap reserves the right to review the Partner Materials at any time during the Term of the Agreement. In the event that following such review, Workleap determines that the Partner Materials are not compliant with this Agreement, Workleap may ask Partner to correct the Partner Materials accordingly and Partner shall promptly make such corrections.

3.4. Publicity. Partner grants Workleap the right to use Partner Marks solely to reference Partner as a partner in the Program through Workleap owned or operated channels, including digital channels, social media, and websites. If Partner wishes to limit such right at any time, it shall notify Workleap at the following email:  affiliate@workleap.com. Customer retains all right, title, and interest in and to Partner Marks.

3.5. Compliance with Laws. Partner shall comply with all applicable federal, provincial, state and local laws and regulations while conducting the Marketing Activities under this Agreement, including, where applicable, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM Act) and Canada’s anti-spam legislation (CASL). Further, when Partner posts and/or distributes content about Workleap or the Products, Partner must clearly, proximately, and prominently include a statement that complies with all then-current rules and regulations applicable to advertising disclosures and social media advertising, sponsorships and endorsements, including the then-current United States Federal Trade Commission guidelines. For further information Partner should refer to the statement released by the FTC regarding these guidelines.

4. Fees and Payment

4.1. Fees. Subject to Section 3.1 of this Agreement and Partner’s compliance with this Agreement, Partner shall receive a referral fee for (i) each Qualified Customer Demo, and (ii) each Qualified Customer Transaction.

4.1.1. Qualified Customer Demo. A Qualified Customer Demo is a customer transaction that fully meets the following criteria:

i. Affiliate Lead clicked on the Affiliate Link;
ii. Affiliate Lead submitted the Form within 90 days from the date on which it clicked on the Affiliate Link;
iii. Affiliate Lead is not already a Workleap End Customer at the time it has submitted the Form;
iv. Workleap has validated that the Affiliate Lead has dully signed up for a demo with a Workleap Sales representative, or any other representative holding a similar position.

For each Qualified Customer Demo, Partner shall receive a flat fee in the amount set out by Workleap on the Platform.

4.1.2. Qualified Customer Transaction. A Qualified Customer Transaction is a Qualified Customer Demo that results in the Affiliate Lead purchasing a subscription to the Products and for which Workleap has received all payments from Customer with regards to such a subscription.

For each Qualified Customer Transaction, Partner shall receive a commission equal to a percentage of the revenue share received by Workleap for Customer’s first 12 months subscription to the Products. The commission percentage to be received by Partner is set out by Workleap on the Platform.

For clarity, until Workleap has received Customer’s full payment of all applicable fees related to Customer’s subscription, Partner will not be eligible for the referral fee regarding the Qualified Customer Transaction.

4.2. Taxes. The Fees paid by Workleap to Partner shall be exclusive of any Taxes.

4.2.1. Withholding Taxes. Partner will be responsible for paying all Taxes, if any. Workleap may withhold and pay any withholding or similar taxes if Workleap is legally required to do so. Any withholding taxes paid by Workleap to the tax authority will be deducted from the amount due to Partner, such that the amount paid to Partner will be net of the withholding taxes. Upon Partner’s written request, Workleap shall provide Partner with a copy of the tax receipt or tax certificate for the withholding tax paid.

4.2.2. Taxes Exemption. If Partner has a tax-exempt status, Partner must promptly provide Workleap with a valid exemption certificate attesting such status. Tax exemption will only apply after Workleap has received such certificate.

4.3. Third Party Platform.

4.3.1. PartnerStack. The following applies where Workleap pays Partner through the PartnerStack Platform. Workleap acknowledges that Partner elected to receive payment through the PartnerStack Platform operated by PartnerStack Inc., a Delaware registered company having its principal address at 111 Peter Street Unit 901, Toronto, Ontario M5V 2G9, Canada (“PartnerStack”), such payments being made by Workleap for the Marketing Activities provided in connection with this Agreement using a payment method supported by PartnerStack or by one of PartnerStack's third-party financial service providers, and the disbursement of those payments to Partner. Workleap agrees to make all payments to Partner using one of the payment methods supported by the PartnerStack Platform. Partner represents and warrants that it has carefully read, understood and accepted the applicable PartnerStack Platform terms and conditions (the “PartnerStack Terms and Conditions”) available on the PartnerStack’s website. In the event of any conflict between this Agreement and the PartnerStack Terms and Conditions, this Agreement will govern. Partner acknowledges that acceptance of the PartnerStack Terms and Conditions is a precondition to entering into this Agreement.

4.3.2. Platform Change. Workleap may, at any time, and at its discretion, change the Platform from the one set forth under Section 4.3.1. of this Agreement. In such an event, all terms under Section 4.3.1 of this Agreement remain applicable with the necessary changes regarding the Platform name and the company information operating such Platform.

5. Confidentiality

5.1. Except as set out below, "Confidential Information" means all non-public, confidential, or proprietary information disclosed by either Party (a "Disclosing Party") to the other Party (a "Recipient") or its Affiliates, or to any of such Recipient's or its Affiliates' employees, officers, directors, partners, shareholders, agents, attorneys, accountants, or advisors (collectively, "Representatives") in the context of, or as a result of this Agreement, including, without limitation all trade secrets and other information acquired by Partner regarding the features, functioning, sales and marketing strategy or pricing of the Product or any current or future products or processes of Workleap. The term "Confidential Information" as used in this Agreement shall not include information that (a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Recipient or any of its Representatives; (b) at the time of disclosure is, or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the Recipient; (c) was known by or in the possession of the Recipient or its Representatives, as established by documentary evidence, before being disclosed by or on behalf of the Disclosing Party under this Agreement; or (d) was or is independently developed by the Recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information.

5.2. Recipient Obligations. The Recipient shall (a) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information; (b) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to fulfill the purpose of this Agreement; (c) not disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement; and (d) be responsible for any breach of this Agreement caused by any of its Representatives. Notwithstanding the foregoing, the Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Recipient shall give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense.

5.3. Workleap’s competitors. Without limiting the above, in no event shall Partner share data or content from or about the Products or Workleap with Workleap’s competitors.

6. Term and Termination

6.1. Term. The Term of this Agreement will begin upon Workleap’s acceptance of Partner’s participation into the Program and shall terminate in accordance with this Section 6.

6.2. Termination. This Agreement may be terminated:

i. by either Party if the other Party fails to perform any of its material obligations under this Agreement, the other Party may terminate this Agreement by giving ten (10) days prior written notice, provided that the matters set forth in such notice are not cured to the other Party’s reasonable satisfaction within the ten (10) day period;
ii. by Workleap if it reasonably believes that continuing to do business with Partner could result in business or legal liability for Workleap or otherwise harm Workleap or its End Customers; or
iii. by either party for any reason or no reason upon 30 days’ written notice to the other party.

6.3. Effect of Termination. Except as expressly required by law, in the event of termination of this Agreement by either Party in accordance with any of the provisions of this Agreement, neither Party will be liable to the other as a result of such termination except with respect to the Fees still owed and not yet paid to Workleap by Partner. Upon termination or expiration of this Agreement: Partner must immediately (a) cease the Marketing Activities, (b) cease the use of the Affiliate Link and the Workleap Marks, (b) destroy all Confidential Information in its possession. Moreover, any provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive.

6.4. Survival. Upon Termination of this Agreement, sections 5 (“Confidentiality”), 12 3.4 (“Compliance with Laws”), 9 (“Indemnification”), 10 (“Disclaimer of Warranties; Limitations of Liability”), 6.4 (“Survival”), 10.2 (“Governing Law; Jurisdiction and Venue”) and 12 (“General”) shall remain applicable.

7. Representations and Warranties

7.1. Representations and Warranties. Partner represent and warrant that: (i) it has all sufficient rights and permissions to participate in the Program and to provide Workleap with Affiliate Lead’s for Workleap use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) its participation in this Program will not conflict with any of Partner’s existing agreements or arrangements; and (iii) Partner owns or has sufficient rights in the Partner Marks, Website, content, or any other materials used by Partner in connection with the Marketing Activities (except the Workleap Materials).

7.2. Additional Representations and Warranties. Partner further represents and warrants that: (i) Partner is compliant with any trade or regulatory requirements that may apply to Partner’s participation in the Program; (ii) Partner will not purchase ads that direct to the Websites or through an Affiliate Link that could be considered as competing with Workleap’s own advertising, including, but not limited to, Workleap branded keywords; and (iii) Partner will not use the Affiliate Link to purchase the Products for Partner.

8. Intellectual Property

8.1. License to Workleap Materials and Marks. Workleap owns and retains all intellectual property rights in the Workleap Marks. Subject to the terms of this Agreement, Workleap grants Partner for the Term of this Agreement a worldwide, limited, nonexclusive, revocable, non-transferable, non-sublicensable, and royalty-free license to: (a) use, reproduce, distribute, perform, display and prepare derivative works of the Workleap Material; and (b) use and display Workleap Marks for the sole purpose of conducting the Marketing Activities and in accordance with any branding guidelines provided by Workleap. Partner may not modify the Workleap Marks in any way.

8.2. Ownership. Partner owns and retains all intellectual property rights in Partner Materials and Marks, except (i) to the extent such material and content incorporate any of Workleap Marks, Workleap Materials, or Products; and (ii) for the licenses granted herein. Except as expressly stated, this Agreement does not grant any rights, implied or otherwise, to any intellectual property. Workleap owns and retains all intellectual property rights in the Program, Workleap Marks, Workleap Materials, and Products, including any modifications and derivative works thereto, and to the extent Partner creates any such modifications or derivative works, Partner hereby assigns all intellectual property rights to such modifications and derivative works to Workleap.

9. Indemnification

Partner shall indemnify, hold harmless and, at Workleap’s option, defend Workleap from and against any third-party claim, loss, cost, liability or damage, including reasonable attorneys’ fees, arising from or relating to: (a) any breach or alleged by Partner of any term of this Agreement, (b) the Website, content, or any other materials used by Partner in connection with the Marketing Activities (except the Workleap Materials), including infringement or misappropriation by Partner of third-party intellectual property rights, (c) the issuance by Partner of any warranty or representation regarding Workleap or its Products not specified in the applicable End Customer Agreement or Workleap Materials, or (d) Partner’s gross negligence or willful misconduct.

10. Disclaimer of Warranties; Limitation of Liability

10.1. Disclaimer of Warranties. For the avoidance of doubt, any and all commitments, indemnities and other terms and conditions offered by Workleap with respect to the use of a Product are made directly by Workleap to the End Customer that has purchased such Product and do not extend to Partner. THE PROGRAM, PRODUCTS, WORKLEAP MARKS, AND WORKLEAP MATERIALS ARE PROVIDED “AS IS”. WORKLEAP MAKES NO WARRANTIES UNDER THIS AGREEMENT, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, TO PARTNER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WORKLEAP FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE PROGRAM, PRODUCTS, WORKLEAP MARKS, OR THE WORKLEAP MATERIALS SATISFY ALL OF PARTNER’S REQUIREMENTS AND OR WILL BE UNINTERRUPTED, ERROR-FREE OR FREE FROM HARMFUL COMPONENTS. FINALLY, WORKLEAP MAKES NO REPRESENTATION, WARRANTY, OR COVENANT REGARDING THE AMOUNT OF TRAFFIC OR FEES PARTNER CAN EXPECT AT ANY TIME IN CONNECTION WITH THE PROGRAM, AND WORKLEAP WILL NOT BE LIABLE FOR ANY ACTIONS PARTNER UNDERTAKES BASED ON PARTNER’S EXPECTATIONS.

10.2. Liability Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL: (I) WORKLEAP’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID BY WORKLEAP TO PARTNER IN THE PREVIOUS 12 MONTHS TO THE DATE ON WHICH THE CAUSE OF ACTION AROSE, AND (II) EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR REVENUES OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR FRAUD OR WILLFUL MISCONDUCT.

11. Governing Laws; Jurisdiction and Venue

11.1. Governing Law. This Agreement is governed, construed, and enforced in accordance with the laws applicable in the Province of Quebec, Canada, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties' rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws.

11.2. Jurisdiction and Venue. The parties agree that any litigation in any way relating to the present Agreement shall be brought and venued exclusively in the judicial district of Montreal in the Canadian province of Quebec and waives any objection that such venue is inconvenient or improper.

12. General

12.1. No Agency. Partner shall have no authority to act for or bind Workleap in any way, or to represent that it has such authority. Without limiting the foregoing, Partner is especially prevented from making any representations to the effect that Partner can modify the scope, form or substance of any applicable End Customer Agreement; Partner has no authority whatsoever to modify or create any obligations of Workleap.

12.2. Entire Agreement. This Agreement is the entire agreement between Partner and Workleap relating to the subject matter hereunder and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this Agreement.

12.3. Invalid provisions. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

12.4. Headings. Marginal headings and titles in this Agreement are for reference purposes only and should not be used to interpret the scope, intent or content of any of these provisions.

12.5. Currency. All amounts stated in or owing pursuant to this Agreement are and shall be paid in United States currency (US Dollars).

12.6. No Assignment. Partner may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

12.7. Modifications. Workleap may modify the Agreement from time to time, in which case the new Agreement will supersede prior versions. Your continued participation in the Program following the effective date of any such modification may be relied upon by Workleap as your consent to any such modifications.

12.8. Language. The Parties hereto have expressly requested that the present Agreement be drafted in the English language. Les Parties aux présentes ont expressément demandé que la présente Entente soit rédigée en langue anglaise.

12.9. Injunctive relief. If either party to this Agreement breaches any provision of this Agreement relating to Confidential Information or intellectual property rights, there may not be an adequate remedy available solely at law; therefore, an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured party to this Agreement.

12.10. No waiver. No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity.

12.11. Independent contractors. The parties are independent contractors. This Agreement shall not be construed as constituting either party as the partner of the other or to create any other form of legal association that would give one party the express or implied right, power or authority to create any duty or obligation of the other party.

SCHEDULE 1 – MARKETING GUIDELINES

• Partner may not use redirects to bounce a click of a domain from which the click did not originate to give the appearance that it came from such domain.
• Partner may not use any of Workleap Marks, or any substantially similar names, as part of the domain or sub-domain for Partner Websites.
• Partner shall not use Workleap Marks in sequence with any other keyword.
• Partner shall not use Workleap Marks its ad title, ad copy, display name or as the display URL.
• Partner may not direct link to Workleap’s website from any Pay Per Click ad or use redirects that yield the same result. Affiliate links must be directed to an actual page on Partner Websites.

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