1. Parties
These affiliate referral terms and conditions govern your (“Affiliate”, “you”, “yours” and words of like import) participation in Saucal Inc.’s (“Saucal”, “us”, “we”, “ours” and words of like import) affiliate referral program. These affiliate referral terms and conditions constitute a legally binding agreement (the “Agreement”), and govern your participation in the Saucal affiliate referral program. The Agreement becomes effective when you indicate your agreement to these terms and conditions on our website, and lasts until either of us terminates the Agreement in accordance with its terms.
Saucal has to the right to refuse for any reason any application to participate in the Saucal affiliate referral program.
2. Definitions
In the Agreement, the following capitalized words shall have the given meaning:
“Commission” means the commission paid to Affiliate under the Agreement for a Sale.
“Customer” means a new customer to Saucal, with which Saucal has entered into a customer contract. For clarity, Affiliate is not entitled to Commissions on Sales to persons who were previously customers of Saucal at the time of the Sale. “Customer” does not include any bots, fake, illegitimate, or otherwise fraudulent customer accounts, and does not include Affiliate or any company or business in which Affiliate or anyone associated with Affiliate has a financial interest.
“Revenue” means an amount of fee revenue actually received by Saucal from a Customer, for a Sale (ie, excluding any sales or other excise taxes, and after deduction of any rebates, refunds, settlement amounts or discounts) that is contracted between Saucal and the Customer during the term of the Agreement. For clarity, if the Revenue is recurring revenue and the Customer increases or decreases their subscription level, even after termination, subject to the Agreement the Revenue (and Commission) is increased or decreased accordingly. If Saucal is required to pay a commission, referral fee or similar amount to any other party for that fee revenue, the Revenue shall be calculated on that fee revenue minus such other commission, referral fee or similar amount.
“Sale” means a sale of Saucal’s products or services to a Customer.
3. Commissions; No Saucal Warranty
The Saucal affiliate referral program permits you to monetize your website, social media user-generated content, or online software application (referred to here as your “Site”), by placing on your Site, or on original video content hosted at third-party video hosting platforms, or by sharing via email or another messaging service with a potential Customer from your professional network or one who has opted in to receiving marketing communications from you, Saucal-provided links to our websites (when a potential Customer clicks on such a link, a tracking cookie will be stored by the web browser used by the potential Customer). In order to earn Commissions under the Agreement you must properly use the special “tagged” link formats we provide. You may not refer your own company or business, or any company or business in which you or anyone associated with you has a financial interest.
Subject to the Agreement, Saucal shall pay you a Commission of 5% of the Revenue that Saucal actually receives from Sales that during the term of this Agreement you refer to Saucal in this manner using our links.
Unless agreed otherwise, all amounts specified in the Agreement are expressed in US dollars. The Commissions are the only amounts that Saucal is required to pay you under the Agreement.
Saucal makes no representation, warranty or covenant about the amount of Sales or Commissions that may occur through your participation in Saucal’s affiliate referral program, or about the reliability or uptime experience of Saucal’s affiliate referral link system. Saucal makes Saucal’s affiliate referral program available on an “as is, where is” basis, without representation or warranty to you of any kind other than those expressly set forth in the Agreement.
4. Commission Payment
Saucal shall pay Commissions within 30 days after the end of the calendar month in which it received payment of the applicable Revenue from the applicable Customer. In order to reduce transaction costs and administrative overhead we shall only pay your Commissions to you once the aggregate amount due to you at any time exceeds $50. Subject to this Agreement, when this Agreement is terminated we will pay you the amount of Commissions then due to you (even if the amount then due is under $50). Any amounts due to you hereunder shall be paid after deduction of any withholding or other taxes that may apply. Once we pay your Commissions to your method of payment, we have no further liability to you for that Commission. Eligible methods of payment are described on our website. The third party payment processors that we use may charge additional fees – see their websites for details.
In no case shall a Commission be paid to you for work that Saucal has not been paid for.
Commissions will be paid in US dollars. If a Sale is denominated in a different currency we will convert the Commission to US dollars through our payment providers or other financial institutions at their then prevailing rates and you will receive the Commission amount net of any of their charges, expenses or fees.
Saucal shall have the right to offset against any Commissions any amounts due to Saucal from you.
5. Customer Refunds & Settlements
If Saucal refunds an amount, or pays a settlement to, a Customer related to a Sale for which a Commission has been paid to you, then you shall immediately on demand pay back to Saucal a pro-rata amount of their Commission for that Sale.
6. Sales Activities
You shall be provided with unique links for use by the potential Customers you refer to Saucal. You will only be compensated under the Agreement for Sales if your referred Customers use these links to purchase services from Saucal, provided that if such a Customer effects a Sale without the use of your links, you may within 30 days of the Sale notify Saucal and provide to Saucal all relevant details of the Customer’s transaction, and Saucal shall timely review the matter and in good faith make a determination as to whether you ought to be credited hereunder for such Sale. In addition, Commissions shall only be paid to one Affiliate for each referred Customer. If there is a dispute as to which Affiliate should receive Commission, at its own discretion Saucal shall make a determination as to which Affiliate shall receive the Commission, and our decision in this matter shall be final.
By participating in the Saucal affiliate referral program, effective on the Agreement becoming effective and each time you purport to earn Commission under the Agreement, you represent, warrant and covenant to Saucal that (a) you will participate in the Saucal affiliate referral program in good faith and in accordance with the Agreement, and create, maintain, and operate the Site in accordance with the Agreement, (b) neither your participation in the Saucal affiliate referral program nor your creation, maintenance, or operation of your Site or your providing our links to others will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing, and any that may require disclosure by Affiliate of its compensation under the Agreement for referrals), (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Saucal affiliate referral program and are not relying on any representation, guarantee, or statement other than as expressly set forth in the Agreement, (e) you shall make no representation, warranty, covenant or promise to any Customer that is not approved in writing in advance by Saucal, (f) your Site will disclose accurately and adequately and otherwise satisfy applicable legal requirements, either through a privacy policy or otherwise, the use of cookies, pixels, and other technologies by you and third parties and how you collect, use, store, and disclose data collected from visitors in accordance with applicable laws, including, where applicable, that third parties (including us) may place or recognize cookies on visitors’ browsers, and providing information on the visitor’s choices with respect to opting-out from cookies where required by applicable law, and (g) the information you provide in connection with the Saucal affiliate referral program is accurate and complete at all times. You can update your information by logging into your account on our website and selecting “Account Settings”. You must promptly provide us with any information that we request to verify your compliance with the Agreement.
The purpose of the Saucal affiliate referral program is to reward bona fide affiliates who refer bona fide, organic new customer business to us. We may from time to time establish rules and policies concerning affiliates and referrals, either in these terms and conditions or on our website (and such rules and policies form part of and are incorporated into the Agreement), with which you must comply in order to be eligible to receive Commissions. We have the discretion to determine whether any affiliate or Sale that would otherwise be eligible for a Commission under the Agreement complies with these rules and policies, both in letter and spirit. Any determination that we make in good faith that an affiliate or a Sale is not eligible for a Commission for these reasons shall be final.
If you violate the Agreement, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) cease payment of (and you agree you will not be eligible to receive) any and all Commissions otherwise payable to you under the Agreement, whether or not directly related to such violation without notice and without prejudice to any right of Saucal to recover damages in excess of this amount.
7. Prohibited Affiliates and Sales Activities
We do not accept applications from affiliates who are:
- Publishers or blogs without a significant amount of high-quality content that is relevant to our business
- Websites that display lists of tools or services, but provide no further information
- Websites that are unfinished, or under construction
- Websites without their own domain name
- Coupons and deals websites
- Social media profile pages
- Websites that contain content that is regulated or illegal in any country in which we operate or intend to operate
8. Sales Leads / Non-Solicitation
Once you provide information to Saucal about any potential Customer, Saucal shall thereafter be free to use that information for any purpose whatsoever, subject to applicable law.
During the term of the Agreement and for twelve months after its expiry or termination you shall not, directly or indirectly, without Saucal’s prior consent, solicit, recruit or contact for any competitive purpose any person who during the term of the Agreement was an existing Customer of Saucal or who was to your knowledge being actively solicited during that time by Saucal, or solicit or encourage any such person to reduce their purchase of services from Saucal.
9. Independent Contractor
Nothing contained in the Agreement shall create or imply any employment or agency relationship between the parties, nor shall the Agreement be deemed to constitute a joint venture or partnership between the parties. Affiliate shall be an independent contractor of Saucal. Our customers are not, by virtue of your participation in the Saucal affiliate referral program, your customers.
You are responsible for and shall timely pay all applicable taxes levied on your income, and all payments to you under the Agreement are inclusive of any sales or excise taxes (including VAT) that may be applicable to them, all of which are your own responsibility. Saucal shall not be responsible for any income, sales taxes, withholding taxes or other payments that may be required by any tax authority to be paid on any payments to you under the Agreement.
10. Confidentiality
Any information or data that we provide to you or that is created in your use of our affiliate referral links is our property and our confidential information. This includes information that relates to other parties, including our customers. You must not disclose any of our confidential information to any third party, or use it for any purpose other than as necessary for work assignments we have given you, unless you have obtained our prior written permission.
Upon termination of this agreement, or at our request, you shall return (whether by producing the document or turning over the username and password for the account) and then destroy all confidential information of ours in your possession.
11. Limitations on Liability
Neither Saucal nor any of our affiliates or licensors will be liable for indirect, incidental, special, consequential, exemplary, aggravated or punitive damages, or any loss of revenue, profits, goodwill, use, or data arising in connection with the Saucal affiliate referral program or our service offerings, even if we have been advised of the possibility of those damages. Further, our aggregate liability arising in connection with the Saucal affiliate referral program or our service offerings will not exceed the total Commissions earned but unpaid to you on the date on which the event giving rise to the most recent claim of liability occurred. You hereby waive any right or remedy in equity, including the right to seek specific performance, injunctive or other equitable relief in connection with the Agreement. Nothing in this paragraph will operate to limit liabilities that cannot be limited under applicable law.
12. Indemnity
You undertake and agree to defend and indemnify Saucal and hold Saucal harmless, at your sole expense, from and against all losses, costs, damages and expenses arising from any third party claim against Saucal or its directors, officers, employees, contractors or shareholders may sustain or incur by reason of:
- (a) any breach of the Agreement by you; or,
- (b) your acts or omissions in performing the Agreement, including any damage to any and all persons or property, whether deliberate, accidental or through negligence.
13. Termination
The term of the Agreement shall continue indefinitely.
Saucal may terminate the Agreement immediately on notice to you if (a) you materially breach any provision of the Agreement; (b) we believe that we may face potential claims or liability in connection with your participation in the Saucal affiliate referral program; (c) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Saucal affiliate referral program; (e) we believe that your participation in the Saucal affiliate referral program has been used for deceptive, fraudulent or illegal activity; (f) we believe that we are or may become subject to tax collection requirements in connection with the Agreement or the activities performed by either party under the Agreement; and in any such event you shall not be entitled to payment of any further Commissions.
In addition, the Agreement may be terminated at any time by either party, without penalty, on notice to the other.
Except as expressly stated in the Agreement, termination (by either party) shall not relieve Saucal of its obligation to pay any commissions to which Affiliate becomes entitled under the Agreement prior to termination.
After termination, Affiliate shall not be entitled to any Commission on or in relation to any Sale or Customer unless that Commission became due and payable prior to termination.
14. Governing Law and Choice of Forum
The Agreement shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. The courts situate in the City of Calgary shall have exclusive jurisdiction over all disputes. The parties agree that jurisdiction and venue in such courts is appropriate and each irrevocably attorns to the jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement.
15. Survival
Sections 4-21, the limitations and disclaimers of Saucal’s liability, and Saucal’s rights of set-off in the Agreement are intended to survive termination of the Agreement.
16. Non-Waiver
No benefit or obligation under the Agreement shall be deemed to be waived by the action or inaction of a party unless in writing and signed by both parties.
17. Assignment and Delegation
Affiliate may not assign or delegate its rights or obligations under the Agreement to anyone without Saucal’s prior written consent.
18. Entire Agreement
The Agreement constitutes the entire agreement between the parties relating to the subject matter hereof.
19. Notices
Notices and other communications required or permitted under the Agreement shall be sent by email to the email address routinely used by the parties in their communications with each other, or via any other electronic messaging or communications system that the parties determine to or do use.
20. Amendment of the Agreement
We reserve the right to modify any of the terms and conditions contained in the Agreement at any time and in our sole discretion by posting a change notice or revised Agreement on our website or by sending notice of such modification to you by email in accordance with the Agreement. The effective date of such change will be the date specified, which will be no less than two business days from the date the notice is provided. Your continued participation in the Saucal affiliate referral program following the effective date of such change will constitute your acceptance of the modifications. If any modification is unacceptable to you, your only recourse is to terminate the Agreement in accordance its terms.
21. Additional Provisions
We may send you emails relating to the Saucal affiliate referral program from time to time. In addition we may (a) monitor, record, use, and disclose information about your Site and users of your Site that we obtain in connection with your display of our links (for example, that a particular Customer clicked through a Saucal link from your Site before buying a service on our website), (b) review, monitor, crawl, and otherwise investigate your Site to verify compliance with the Agreement, and (c) use, reproduce, distribute, and display your logo and implementation of the Saucal affiliate referral program displayed on your Site as examples of best practices in our educational materials.
For information on how we process personal information, please see the Saucal Privacy Policy here. It is incorporated into and forms a part of the Agreement and by agreeing to these Terms and Conditions you agree to our use, collection and disclosure of your personal information in accordance with our Privacy Policy.
You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in the Agreement, (b) we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with your Site, (c) our failure to enforce your strict performance of any provision of the Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of the Agreement, and (d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under the Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.