Course Sniper Affiliate Program

Terms and Conditions

These terms and conditions, together with the schedules attached, and any amendments to those schedules, governs your participation as a member (the “Affiliate”) of the Course Sniper Affiliate Program. The Affiliate covenants and agrees to be bound by this Agreement, and the schedules attached, as amended by Course Sniper’s parent company, Webcom Networks (“Webcom”) from time to time

1. The Program
1.1 Webcom will permit the Affiliate to participate in the Program, subject to compliance with the terms and conditions in this Agreement and in any policies established by Webcom, from time to time, and incorporated by reference in this Agreement.
1.2 The Affiliate will be issued a unique username and password to access the Program Site, neither of which may be used by any person other than the Affiliate.
1.3 It is expressly agreed that the parties intend by this Agreement to establish a relationship between Webcom and the Affiliate, but that it is not the intention of either party to undertake a joint venture or to make the Affiliate in any sense an agent, employee, or partner of Webcom. The parties expressly agree that they are independent contractors, and that this Agreement does not in any way create a partnership as contemplated by the Partnership Act, R.S.B.C. 1996, c.348, nor have the parties granted to each other any right or authority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever.
1.4 It is further agreed that the Affiliate has no authority to create or assume in Webcom's name or on its behalf any obligation, express or implied, or to act or purport to act as its agent or representative for any purpose whatsoever and the Affiliate shall not hold itself out as having any such authority.

2. Compensation
1.1 Webcom will pay to the Affiliate a commission (the “Commission”), calculated in accordance with the payment terms outlined.
1.2 In no circumstance will Webcom be obligated to pay Commissions to an Affiliate unless and until the aggregate amount of the Commissions due and payable to that Affiliate exceeds $25.00, or such greater amount established by the Affiliate, from time to time.
1.3 Commissions due and payable by Webcom to an Affiliate will not accrue interest.
1.4 No payments will be made to an Affiliate unless and until, where Webcom has determined in its discretion, that such disclosure of information is required, that Affiliate has provided to Webcom a Goods and Services Tax registration number, if the Affiliate is a Canadian Resident and a registrant for the purposes of a Goods and Services Tax.

3. Fraud
3.1 If Webcom determines, in its sole discretion, that the Affiliate's account in the Program has been used in a manner which Webcom considers to be fraudulent or which might negatively impact the reputation or standing of Webcom, or otherwise that the Affiliate has engaged in activities which might be considered fraudulent, Webcom may but will not be obligated to suspend or terminate the Affiliate's membership in the Program, without notice.
3.2 In the event of a suspension or termination in accordance with paragraph 3.1 above, any Commission due and payable to the Affiliate in accordance with Section 2 at the time of suspension or termination will be deemed to be forfeited.
3.3 For the purposes of this Agreement, fraudulent activity includes but is in no way limited to:

1. activity by the Affiliate or anyone for whom in law the Affiliate is responsible which is directly or indirectly intended to inflate the Commissions payable to the Affiliate;
2. the generation of leads other than by a mechanism approved by Webcom.

4. Covenants, Represetations and Warranties
4.1 The Affiliate represents and warrants that:

1. it has the authority and capacity to enter into and to be bound by this Agreement;
2. to the best of its knowledge, there are no existing, pending or threatened claims or actions pending against the Affiliate;
3. none of the Affiliate's websites contain false or deceptive advertising or any machine readable code including without limitation any virus, Trojan horse, work or other self-executing program;
4. it owns or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on or through its website or websites and in its electronic mail; and
5. it is not now a party to any agreement or business relationship which may conflict with this Agreement.

4.2 The Affiliate covenants and agrees that:

1. it will, at all times, comply with all laws applicable in the jurisdiction where the Affiliate is situated or where the Affiliate directly or indirectly conducts its business;
2. it will not enter into any agreement or business relationship or otherwise incur any obligation which might, in the opinion of Webcom, conflict with this Agreement;
3. it will, at all times, comply with the terms of this Agreement, and the Webcom Policies, as updated, amended and replaced by Webcom, from time to time, in its sole discretion;
4. it will not, without the express written consent of Webcom, use or permit any person for who it is in law responsible to use any third-party trade-names or trade-marks;
5. it will not publish on any website or send in any electronic mail a universal resource locator or other link to any content or otherwise engage in or condone any practice, which, in the opinion of Webcom is deceitful, defamatory, libelous, abusive, violent, prejudicial, obscene, pornographic, likely to bring the reputation or standing of Webcom into disrepute, or which otherwise would be illegal;
6. it will at all times comply with the provisions of the CAN-SPAM Act of 2003, as amended or replaced, from time to time;
7. it will not post any content relating to the Affiliate Program to any Usenet newsgroup, chat room, bulletin board or ‘blog' (save and excepting a chat room, bulletin board or blog which is operated or primarily owned by the Affiliate) without the express written consent of Webcom;
8. it will be responsible for the development, operation and maintenance of its website or websites and electronic mail, including without limitation the technical operation thereof, the creation, publication and accuracy of any content published on any such website or websites or in any electronic mail;
9. it will, at all times and from time to time provide Webcom with written confirmation of a valid address, telephone number, electronic mail address and such other identifying or financial information as Webcom may reasonably require.

5. Indemnification
5.1 Affiliate covenants and agrees to indemnify and save harmless Webcom, its parent company and their respective directors, officers, and employees (collectively, the “Indemnified Group”) from and against any and all claims or judgments, including all associated legal fees, expenses and disbursements actually incurred, arising out of any breach of this Agreement or the exercise by the Affiliate of any right under this Agreement or any act or omission of the Affiliate, a Sub-Affiliate or anyone for whom the Affiliate is in law responsible, including without limitation any damages, losses, consequential or otherwise, arising in any manner (including those arising from or incidental to any liability or other lawsuit, claim, demand or other action brought) as a consequence of any act or omission of the Affiliate or any person for whom the Affiliate is in law responsible, whether or not the Indemnified Group or any of them are named as a party defendant in any such proceedings and whether or not the Indemnified Group or any of them are alleged to be negligent or otherwise responsible for any damage or injury to persons or property. The obligation of the Affiliate to defend and indemnify as set out in this paragraph will survive termination of this Agreement for any reason and will not be otherwise limited by any other term or condition of this or any Agreement.

6. Disclosure of Information
6.1 Webcom or its directors, may, from time to time, disclose to the Affiliate certain information relating to Webcom's business or to Webcom's customers, affiliates, subsidiaries, Affiliates, agents, or employees; business and marketing plans, strategies and methods which may not be standard industry practice or which are not generally known in the industry; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of Webcom (all collectively referred to as the “Confidential Information”). The Affiliate acknowledges that Confidential Information will be provided at the sole discretion of Webcom, and nothing in this Agreement obligates Webcom, its directors, agents or employees to disclose or grant to the Affiliate access to any Confidential Information.
6.2 Unless expressly authorized in writing by Webcom, the Affiliate covenants and agrees:

1. to use the Confidential Information only for the purposes expressly contemplated in this Agreement; and
2. that no Confidential Information will be disclosed to any third party, affiliate, subsidiary, Sub-Affiliate, agent, or employee of the Affiliate without the prior written consent of Webcom, which may be unreasonably and arbitrarily withheld.

6.3 The Affiliate acknowledges that Webcom remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Affiliate agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of Webcom.
6.4 Upon termination of this Agreement, or otherwise on demand by Webcom, the Affiliate agrees that it will promptly deliver to Webcom all notes, data, tapes, reference items, sketches, drawings, memoranda, records, diskettes, electronic communications in any form and any other materials in any way relating to any of the Confidential Information in the possession of the Affiliate or any affiliate, subsidiary, Sub-Affiliate, agent, or employee of the Affiliate.
6.5 The Affiliate acknowledges and agrees that:

1. the provisions of this Section and the Affiliate's agreement with the same are of the essence and constitute a material inducement to Webcom to enter into this Agreement;
2. the provisions of this Section shall be construed independently of any other provision of this Agreement, and the existence of any claim or cause of action the Affiliate may have against Webcom, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Webcom of the provisions of this Section;
3. that any breach of this Section would cause irreparable harm to Webcom for which damages might not be an adequate remedy, and the Affiliate therefore agrees that in the event of any such breach Webcom will be entitled to seek, in addition to any other right accruing to Webcom under this Agreement or otherwise in law or equity, injunctive relief against the Affiliate without the necessity of proving actual damages; and
4. notwithstanding any other provision of this Agreement, this Section shall survive the termination of this Agreement, however caused.

6.6 The Affiliate agrees to indemnify and save harmless Webcom against any and all loss, costs or expenses, inclusive of court costs and legal fees on a solicitor and own client basis, which Webcom may incur as the direct or indirect result of any unauthorized disclosure of the Confidential Information by the Affiliate or any person for whom the Affiliate is responsible, in law.

7. Non-Competition
7.1 During the term of this Agreement and for a period of six (6) months thereafter, the Affiliate will not seek, in any way, to undermine the goodwill of Webcom, and in particular, the Affiliate will not, directly or indirectly: (1) solicit or entice or attempt to solicit or entice, work away from Webcom (with the exception being when the Affiliate has a pre-existing relationship with such parties); (2) solicit or entice or attempt to solicit or entice any of the employees of Webcom to enter into employment service with the Affiliate or a competitor of Webcom; or (3) directly or indirectly enter into any agreement or contract, written or otherwise, with any Client or otherwise provide services to any third party for the ultimate benefit of a Client which might, in the opinion of Webcom, compete with any services provided by Webcom to that Client.

8. Non-Competition
8.1 Webcom disclaims all warranties, conditions, representations, indemnities and guarantees with respect to any matter, whether express or implied (including without limitation any warranty of profitability, satisfactory quality, merchantability, fitness for any particular purpose, title and non-infringement).
8.2 Notwithstanding any other provision of this Agreement, Webcom additionally disclaims all obligations and liabilities on the part of Webcom and those for whom it is in law responsible for any damages, including, but not limited to, indirect, special, and consequential damages, attorneys' and experts' fees, and court costs (even if Webcom has been advised of the possibility of such damages, fees or costs), arising out of or in connection with this Agreement.
8.3 In no circumstance will Webcom be liable to the Affiliate for any consequential, indirect, special, punitive or incidental damages or lost profits of the Affiliate or the Affiliate's successors or assigns (including without limitation claims for loss of goodwill, use of or reliance on the services provided hereunder, stoppage of other work or impairment of other assets) arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. Without limiting the foregoing, Webcom will not be liable for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, actions or inaction of Affiliate or third parties, Affiliate's equipment or software and/or any third party equipment or any other condition affecting production or delivery in any manner beyond the control of Webcom.

9. Termination
9.1 Webcom may terminate this Agreement, at any time, on six (6) hours Notice to the Affiliate. The Affiliate may terminate this Agreement, at any time, on forty-eight (48) hours Notice to Webcom.
9.2 Notwithstanding termination of this Agreement for any reason, the Affiliate covenants and agrees that it will continue to be bound by the terms and conditions set out in Sections 5, 7 and 8 of this Agreement.

10. General
10.1 The Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the Province of Ontario. The Affiliate agrees to the exclusive jurisdiction of the Supreme Court of Ontario with respect to any dispute arising as a direct or indirect consequence of this Agreement.
10.2 Webcom may assign this Agreement without the Affiliate's prior consent. The Affiliate may not assign this Agreement without the express written consent of Webcom, which consent may be unreasonably and arbitrarily withheld.
10.3 From time to time, Webcom may amend, supplement or replace this Agreement or the Webcom Policies in part or in whole, on Notice to the Affiliate of not less than five (5) business days. If within five (5) days following Notice of such amendment, supplement or replacement the Affiliate has not terminated this Agreement, the Affiliate will be deemed to have consented to the same.
10.4 Any notice or other communication (“Notice”) permitted or required by this Agreement will be in writing and given by personal delivery or transmitted by facsimile or electronic mail to the receiving party at the address noted on the first page of this Agreement. Any such Notice will be deemed to have been received on the date on which it was transmitted by facsimile or delivered.
10.5 No term or condition of this Agreement will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by both parties.
10.6 In the event that any term, covenant or condition of this Agreement is declared indefinite, invalid, illegal or unenforceable by a court having jurisdiction then this Agreement with respect to the remaining terms, covenants or conditions will continue in force.
10.7 This Agreement will inure to the benefit of and be binding upon the respective successors, heirs and assigns of both Webcom and the Affiliate.
10.8 This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement, supersedes any previous or contemporaneous representations, negotiations, understandings, and agreements, oral or written.