Company Participation Terms
1. TERM & TERMINATION
1.1. Term. This Agreement is effective as of the date that you click submit and continues until the Offer End Date (Term).
1.2. Termination for Convenience. Each party may terminate this Agreement on written notice to the other party at any time on 30 days prior written notice.
1.3. Termination for Cause. Either party may end this Agreement on notice to the other if: (i) the other materially breaches it, and does not remedy the breach within 30 days after it is notified of the breach; (ii) the other is bankrupt, admits in writing its inability to pay debts as they become due; or (iii) the other assigns its interest in this Agreement to any third party without the prior written consent of the terminating party.
2. PROGRAM & OFFERS
2.1. Program Ownership. We are the sole owner, operator, and administrator of the Program. A Program user who has accepted the Program terms and conditions is a “Program Member”.
2.2. Offers. We will include the Offer as described in this Agreement in Ampli and make it available to Program Members subject to the terms and conditions described in this Agreement (Offer Terms). “Offer” means a promotional offer that allows Program Members to receive value in accordance with the Offer Terms, including offers that provide Program Members with cash back; discounts, enhanced services, and other incentives; and entries into Program’s monthly contest.
2.3. Offer Fulfillment. You will apply discounts and otherwise fulfill any Offer as applicable. We will account for cash back earned by Program Members in accordance with the applicable Offer Terms upon Program Member completing a Qualifying Transaction for any applicable Offer, award contest entries and otherwise fulfill any Offer as applicable.
“Qualifying Transaction” means a purchase (including all applicable taxes) or other transaction made by a Program Member which qualifies, as mutually agreed upon between the parties, for the applicable Offer. Qualifying Transaction may be further defined in the applicable Offer Terms.
2.4. Marketing. We may in our discretion, promote the Offer in any marketing channel. You may but you are not required to market the Program and Offer. We must approve in advance any marketing materials that refer to the Program.
2.5. Marks. Each party may use any Mark of the other party only as approved in advance by the other party. Once such consent has been obtained, the party using the Mark may produce substantively similar materials for use in different channels during the Term without seeking any further consent from the party that owns the Mark. Each party will comply with any specifications the other party provides to it for that use. Each party will not impair the other party’s rights in its Mark in any way or acquire or claim any title to the other party’s Mark through their use.
“Mark” means any trademark, trade name, logo, slogan, service mark, symbol, and name of a party, whether registered or not.
2.6. Reporting. We will provide Company with standardized reports analyzing Offer performance.
2.7. Franchises. If Company operates its business through any independent contractor, franchisee, or licensee (each a “Company Licensee”): (i) Company has the authority and power to bind each Company Licensee and cause each Company Licensee to comply with Company’s obligations under this Agreement as applicable; and (ii) Company will be responsible for any breach of this Agreement by a Company Licensee. Company will promptly inform us of any breach by a Company Licensee of which Company is aware.
2.8. Preservation of Parties’ Rights. Neither party transfers to the other any intellectual property or other property under this Agreement. Either party is free to use in its business any skills, experience, ideas, concepts, know-how, or techniques that it acquires in participating in an Offer, so long as in doing so that party does not infringe the other’s ownership rights or breach its obligations for Confidential Information.
2.9. No Exclusivity. Each party acknowledges that this Agreement does not grant to the other party any exclusive rights or bind the other party in any way to an exclusive relationship with each other. Each party may, with other third parties, promote and make offers to their respective clients which are similar to the Offer.
3.1. Currency. All amounts in this Agreement are in Canadian dollars unless otherwise specified in writing.
3.2. No Cost Reimbursement. Each party is responsible for covering its own costs and expenses incurred in connection with developing the Offer and fulfilling its obligations under this Agreement.
3.3. Funding. You will fund the cost of cash back earned by Program Members as part of an Offer (Charges).
3.4. Invoicing. We will use commercially reasonable efforts to invoice you monthly in arrears for all Charges. You agree to pay all invoiced amounts to us within 60 days of receipt of the invoice. For clarity, if we fail to invoice you in accordance with the foregoing you are still obligated to pay us any outstanding amounts due under this Agreement.
3.5. Taxes. All Charges are exclusive of applicable taxes. You are responsible for paying all sales, goods or services taxes under the Excise Tax Act (Canada) and other similar taxes applicable to the Charges. We will invoice you for applicable taxes at the time the associated Charges are invoiced.
3.6. Returns. You acknowledges that we may reduce cash back earned by a Program Member pursuant to an Offer if a Program Member cancels or returns any products or services provided as part of a Qualifying Transaction within 30 days. Changes to earned cash back due to a return will be in compliance with Program terms and conditions. You acknowledge that we will adjust the Charges to account for such reduced cash back on a subsequent monthly invoice.
4.1. Obligations. The receiving party will (i) use Confidential Information solely for the purpose for which it was provided; (ii) not disclose Confidential Information to any person, except for employees, contractors, and advisers with a need to know who are bound by terms of confidentiality no less strict than those contained in this Agreement; (iii) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information; (iv) take precautions (including encryption), suitable for the storage and transmission technology used for the Confidential Information; and (v) not copy Confidential Information without the disclosing party’s approval.
“Confidential Information” means information about disclosing party that receiving party receives or processes in connection with this Agreement, including information about disclosing party’s customers, marketing strategies, and technology. Confidential Information does not include information lawfully in the public domain, information receiving party independently develops, or information receiving party lawfully obtains from an independent source.
4.2. Return of Confidential Information. At disclosing party’s request, receiving party will immediately return or destroy all copies of disclosing party’s Confidential Information it then has and certify that it has taken this step, except for copies receiving party must retain under a legal requirement. In destroying Confidential Information of the other party, receiving party will use a secure and reliable process.
4.3. Compelled Disclosure. A party may disclose Confidential Information of the other to comply with requests under legal or regulatory process, if (i) it first notifies the other of the request, if it’s legally permitted to do so; (ii) it gives the other a copy of the request and the Confidential Information to be disclosed, if it’s legally permitted to do so; (c) it discloses only the Confidential Information it’s required to disclose and makes reasonable efforts to ensure such Confidential Information is treated confidentially; and (d) the other does not get a protective order, injunction, or other appropriate remedy preventing disclosure.
4.4. Personal Information. As a general principle, the parties agree neither party will share Program Member personal information with the other party. Each party will comply with all privacy laws applicable to their obligations under this Agreement. Company acknowledges and agrees that it will not collect any personally identifiable information about any Program Member from us, and any personally identifiable information Company collects, uses and/or discloses in connection with an Offer will be collected directly from Company’s own customers.
4.5. Publicity. Neither party may use the other party’s Marks in any advertisement, press release, or in any other public message without first getting the other party’s written consent.
5. REPRESENTATIONS & LIABILITY.
5.1. Compliance with Laws. Each party represents and warrants to the other party that it is aware of the Laws applicable to it and agrees that it will comply with all applicable Laws. “Laws” means any laws, rules, regulations, guidelines and other legally binding measures issued or enforced by any court, regulatory, governmental or administrative agency, institution or body, as they may be amended from time to time.
5.2. CASL Compliance. If a party communicates by “commercial electronic message” or installs a program installed on a computer system for an Offer that party will comply with Canadian anti-spam legislation.
5.3. No Assurance. Nothing in this Agreement shall be construed as a representation by us that any Offer or participation in the Program will result in any volume of sales or achieve specific revenue targets for Company.
5.4. No Liability. Company represents and warrants to us that all products and services provided by Company under any Offer will be free from any material quality defects. Company will indemnify us against all claims or liabilities made against us in connection with the delivery of the Company’s products and services.
5.5. Exclusion of Liability. Neither party will be liable to the other for any special, indirect, or consequential damages. This exclusion of liability applies regardless of the cause of action, whether in contract or tort, including without limitation negligence.
6.1. No Agency or Employment. Company is not in any sense a partner, joint venture, agent or employee of RBC Ampli Inc., and any person hired by Company to perform Company’s obligations under this Agreement is for all purposes the agent or employee of Company.
6.2. Entire Agreement, Assignment, and Successors. This Agreement (i) is the entire agreement between the parties about its subject matter and may not be amended except by an agreement in writing; (ii) may not be assigned by either party without getting first the written approval of the other; and (iii) is binding on and accrues to the benefit of the parties, their successors, and their permitted assigns.
6.3. Governing Law. This Agreement will be exclusively governed by the laws of the province of Ontario and the federal laws of Canada in force in that province.