Bio90 Manufacturing Canada Inc. (“Freedom Passport”, “we”, “us”, “our”) use commission-based marketing from its authorized affiliate.
To ensure that you, as an authorized affiliate (“You”, “Your”), fully understand what your rights and responsibilities, we have created this Partnership Program Agreement (“Agreement”). This Agreement describes how we will work together and other aspects of our business relationship.
As a participant in the Partnership Program, you agree that you have read, understood and agreed to the following terms and conditions and consent to be bound by all of them including any future amendments or updates thereto. We reserve the right to modify the Partnership Program, this Agreement and any other goods and services currently offered by Freedom Passport. This Agreement is subject to change at any time, without prior notice. You are responsible for reviewing this Agreement on a regular basis.
1. Application for Partnership Program
To participate in the Partnership Program, you must apply and register an account through our system. We will review your application and notify you of your acceptance or rejection into the Partnership Program. If you are accepted, this Agreement shall apply in full force and effect, until terminated pursuant to this Agreement. We reserve the right to approve or reject any party at our absolute discretion without any obligation to you.
Once approved, Freedom Passport will make promotional codes and Promotional Materials (see below) available to you. You agree that you will only share valid and authorized promotion codes provided to you by Freedom Passport to third parties. You must display the promotion code in their entirety in connection with the full offer, valid expiration date and code. You agree that you will use the Promotional Materials in accordance with this Agreement and Freedom Passport’s policies, guideline and requirements as established from time to time.
3. Promotional Materials
Upon acceptance into the Partnership Program, Freedom Passport grants to you a non-exclusive, non-transferable license (the “License“) to use certain advertisements, button links, text links, and/or other graphic or textual material (the “Promotional Materials“) for display and use on and in association with your website or other online advertising materials. These Promotional Materials will be made available through your account. You may only use the Promotional Materials to promote Freedom Passport. You may not use the Promotional Materials in a manner that suggests that you are the owner of such materials. All use of the Promotional Materials must be in compliance with this Agreement and all applicable laws, regulations and policies in your respective jurisdiction. If you wish to alter or otherwise modify the Promotional Materials, you must obtain prior written consent from us.
The term of the License shall expire upon the expiration or termination of this Agreement. You may not sublicence, assign, resell, lease, or publish any part of the Promotional Materials.
4. Prohibited Uses
By participating in the Freedom Passport Program, you agree that you shall not:
- Infringe on our or any other third party’s intellectual property, public, privacy or other rights;
- Alter, add to, subtract from, or otherwise modify, reproduce, or otherwise use in an unauthorized manner the promotion code or the Promotional Materials;
- Use the promotion code for your own purchases;
- Violate any law, rule or regulation, or promote any illegal activities;
- Share or advertise the promotional code or use the Promotional Materials in a manner that is misleading, threatening, harassing, defamatory, offensive, obscene, harmful, sexually explicit or otherwise illegal;
- Use redirects on your website to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited;
- Use advertising that in any way copies, resembles or imitates the look and feel of our advertising. Nor shall you use any means to create the impression that your advertising is the same as ours, that you are Freedom Passport or that you are the owner of the Promotional Materials;
- Engage in cookie stuffing or include pop-ups or false or misleading links on your website.
- Share software or technology that contains viruses, trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information, or that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website; or
- Generally, engage in any deceptive, immoral or illegal practices.
Freedom Passport reserves the right, at any time, to review your use of the promotion codes or the Promotional Materials and require that you modify, change or cease or use of either to comply with this Agreement.
You will be eligible to receive a commission for the successful completion of eligible purchases. Eligible purchases occur when a customer uses the promotion code that you provide and successfully completes a purchase of the Freedom Passport App. There is a limit of one commission per customer.
You will be paid a 15% commission for each eligible purchase by a customer using a promotional code provided by you. We reserve the right to review the status and details of each purchase. Transactions that result in chargebacks or refunds will not be paid out. You will not receive a commission for your own purchases using a promotional code.
This Agreement will apply for as long as you participate in the Partnership Program.
We may terminate this Agreement at any time, with or without cause, by giving you written notice. You will no longer be eligible to receive commissions or new promotion codes in the event of termination. Upon termination, all licenses granted to you pursuant to the Partnership Program shall cease and you shall use best efforts to immediately remove all codes and links, references on your advertising and cease any and all use of Promotional Materials, trademarks or any other trade or service marks, trade names or any other items received through or used in connection with the Partnership Program. We reserve the right to delete, suspend, limit and modify your account at any time.
8. FTC Disclosure Requirements
Should you reside and/or operate in the United States or a territory that is governed and regulated by the Federal Trade Commission (“FTC”), You agree that you shall include a disclosure statement within any and all pages/posts where affiliate links for our Promotion Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure.
9. Intellectual Property Rights
Freedom Passport retains all right, title, ownership, and interest in the Promotional Materials and all trademarks and trade names used in connection with the Partnership Program and with Freedom Passport’s goods and services (“Trademarks”), including but not limited to FREEDOM PASSPORT, and any and all copyright, trademark, or other intellectual property rights. Nothing in this Agreement shall be construed to grant you any right, title or ownership in the Promotional Materials, the Trademarks or in the underlying intellectual property, other than the right to use the Promotional Materials in accordance with this Agreement. You agree to use and display the intellectual property disclaimers provided to you by Freedom Passport in association with all use of the Promotional Material or promotion code.
10. Relationship of the Parties
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Freedom Passport and you. You shall provide services for Freedom Passport as an independent contractor. You shall have no authority to bind Freedom Passport to any agreement, nor shall you be considered to be an agent of Freedom Passport in any respect.
11. Representations and Warranties
You represent and warrant that:
- 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;
- 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;
- You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
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 remedy for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or good will 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 Freedom Passport’s cumulative liability to you arising out of or related to this Agreement exceed the total commission fees paid to you under this Agreement.
We do not make any expressed or implied warranties with respect to the Partnership Program, the Promotional Materials and/or the memberships or products sold by Freedom Passport. We make no claim that the operation of the Partnership Program, the Promotional Materials, the promotion codes, and/or our website(s) will be error-free and we will not be liable for any interruptions or errors.
You shall indemnify and hold harmless Freedom Passport and its affiliate and subsidiary companies, officers, directors, employees, licensees, successors and assigns, including those licensed or authorized by Freedom Passport to transmit and distribute materials, from any and all liabilities, damages, fines, judgments, claims, costs, losses, and expenses (including reasonable legal fees and costs) arising out of or related to any and all claims sustained in connection with this Agreement due to the negligence, misrepresentation, failure to disclose, or intentional misconduct of the Partner Merchant.
ALL PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS HEREUNDER ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH FREEDOM PASSPORT WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. FREEDOM PASSPORT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FREEDOM PASSPORT WHATSOEVER.
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.
16. Compliance with Laws
In connection with your participation in the Partnership Program, you will comply with all applicable laws, rules and regulations, of your relevant jurisdiction.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.
Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of Freedom Passport, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.
Nonwaiver. Any failure by Freedom Passport to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and remain in full force and effect.
Entire Agreement. Other than the agreements identified in the preceding paragraph, this Agreement sets forth our entire agreement with respect to your participation in the Partnership Program.
Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Jurisdiction. This Agreement shall be governed by the laws of Canada and the Province of Ontario as applicable, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the provincial and federal courts in Toronto, Ontario.