AFFILIATE MARKETING AGREEMENT​

  1. INTRODUCTION
    1. Binding Agreement. This Affiliate Marketing Agreement (the “Agreement”) is a legally binding agreement between you and Frontline Medical Supply Ltd. (“Frontline Medical Supply”, “us”, “we”, “our”). By participating in our Affiliate Marketing Program or by clicking to accept this Agreement, you accept and agree to bound by and comply with this Agreement. If you do not agree to this Agreement, you must not participate in our Affiliate Marketing Program.
    2. Entities. If you are participating in our Affiliate Marketing Program on behalf of an entity or accepting this Agreement on behalf of an entity, then you affirm: (i) that you are an authorized representative or agent of that entity with the authority to bind such entity to this Agreement; and (ii) that such entity accepts and is bound by this Agreement. In such a circumstance, the words “you” and “your” as used in this Agreement will refer to and apply to both that entity and you personally.
    3. Privacy Policy and Terms Use. This Agreement includes and incorporates by reference our Privacy Policy and Terms of Use, both of which will be subject to this Agreement.
    4. Additional Terms. We may supplement these Terms with additional terms (“Additional Terms”). You will have the opportunity to review these Additional Terms before accepting them. If you reject Additional Terms, certain opportunities or services might not be available to you.
    5. Age. You represent and warrant that you are the older of 19 years of age and the legal age of majority under applicable law to form a binding contract with Frontline Medical Supply. If you are not such age, you must not participate in our Affiliate Marketing Program.
    6. Modifications. We may modify or replace this Agreement, from time to time, for any reason in our sole discretion, by communicating the modified or replaced Agreement to you. We will communicate the modified or replaced Agreement to you by sending it to the email address we have on file for you or by posting it on our Site. You agree to periodically check your email and our Site for updates to this Agreement. Any and all such modifications are effective immediately upon emailing to you or posting on our Site. If you disagree with any modifications to or replacement of this Agreement, your sole remedy is to terminate this Agreement in accordance with Section 6.4. Your continued participation in the Affiliate Marketing Program after the effective date of the modified or replaced Agreement will be your deemed acceptance of such modifications or replacement. This Section 1.6 does not limit any of our other rights to modify or replace this Agreement as set out in this Agreement.
    7. Notice of Binding Arbitration; Waiver of Class Action. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION IN SECTION 15.1 WHICH PROVIDES THAT YOU WILL RESOLVE ALL DISPUTES THROUGH MANDATORY AND BINDING ARBITRATION, UNLESS YOU OPT OUT THROUGH THE MECHANISM PROVIDED IN THIS AGREEMENT OR ARE IN A PROVINCE, STATE, OR COUNTRY IN WHICH THE COURTS WILL NOT PERMIT YOU TO CONSENT TO BINDING ARBITRATION. THIS MEANS THAT, IN THE EVENT OF A DISPUTE WITH FRONTLINE MEDICAL SUPPLY, YOU WILL NOT BE ABLE TO HAVE THAT DISPUTE RESOLVED BY A JUDGE OR A JURY. ADDITIONALLY, IN SECTION 15.2 OF THIS AGREEMENT, YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND ALSO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AGAINST FRONTLINE MEDICAL SUPPLY. PLEASE READ SECTION 15 CAREFULLY.
  2. INTERPRETATION
    1. Definitions. In this Agreement, the following words shall have the meanings set out below:
      1. Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, investigative, regulatory or other, whether at law, in equity or otherwise.
      2. Affiliate” means any affiliate under our Affiliate Marketing Program.
      3. Affiliate Account” has the meaning set forth in Section 3.2. 
      4. Affiliate Marketing Program” means our affiliate marketing program as described in this Agreement.
      5. Attached” has the meaning set forth in Section 4.13 and “Attach” and “Attaching” have correlative meanings.
      6. Attachment Period” has the meaning set forth in Section 4.13.
      7. Business Day” means a day other than a Saturday, Sunday, or public holiday in Vancouver, British Columbia, Canada.
      8. Commodity Tax” means any commodity tax, including sales, use, excise, value-added, goods and services tax, sales tax, consumption or other similar tax, including penalties and interest, imposed, levied or assessed by any Governmental Authority, but for purposes of clarity does not include taxes in the nature of a tax on income or capital.
      9. Chargeback” means any reversal of sums made in accordance with the scheme for the credit card or other payment method utilized for sums paid by a Referred Customer for Products;
      10. Customer” means any customer of products sold on our Site whether Attached to your Tracker or not;
      11. Disclosure” has the meaning set forth in Section 4.2(a).
      12. Excluded Products” means those products available for sale by Frontline Medical Supply that have been designated by Frontline Medical Supply as being excluded from the Affiliate Marketing Program.
      13. Fraud Purchases” means purchases of Products through illegal means, in violation of this Agreement, or any other action committed in bad faith to defraud us (as determined by Frontline Medical Supply in our sole discretion), regardless of whether or not it actually causes us harm, including, purchases made stolen credit cards, manipulation of the service or system provided by us, abuse of promotions provided by us, and creation of false accounts for the purpose of generating Affiliate Fees;
      14. Frontline Medical Supply Indemnitee” has the meaning set forth in Section 11.
      15. Governmental Authority” means any federal, provincial, state, territorial, municipal or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non­governmental regulatory authority or quasi­governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.
      16. Frontline Group” means Frontline Medical Supply and all Persons directly or indirectly controlled, controlling, controlled by, or under common control with Frontline Medical Supply. “Control” for the purpose of this definition will mean, with respect to any Person, the right to exercise or cause to be exercised at least fifty per cent (50%) of the voting rights in such Person, and “Controlling”, and “Controlled” will have correlative meanings;
      17. Intellectual Property Rights” means rights to all existing and future patents, trademarks, design rights, service marks, trade or business names, domain names, registered designs, copyrights and copyright works (including rights in computer software), moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration), know-how, trade secrets and rights of confidence, and all other intellectual property rights and industrial rights and similar forms of protection throughout the world ;
      18. Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, court order, writ, judgment, award, or determination, or other requirement or rule of law of any Governmental Authority.
      19. Losses” means mean all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable legal fees, disbursements and charges, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
      20. Material Connections” means a connection, arrangement, or agreement that has the potential to affect how viewers of your Promotions may evaluate your independence from Frontline Medical Supply. For the purposes of illustration and without limiting the foregoing, Material Connections might include:
        1. an arrangement or agreement to receive payment in money or commissions, to receive free products or services, to receive discounts, or to receive trips or tickets to events; and
        2. a relationship, such as a personal, family, business, or employment relationship.
      21. Marketing Materials” means any materials we provide you for the promotion or marketing of Frontline Medical Supply or our Products.
      22. Marks” means any and all trademarks, trade names, service marks, trade dress, logos, URLs or identifying slogans of a party to this Agreement, whether or not registered.
      23. Net Sales Price” means the gross sales price (exclusive of Commodity Taxes, shipping costs, freight allowances, insurance, and customs duties) of the Products sold pursuant to a Qualified Transaction, as reflected on the invoice or receipt applicable to such sale (exclusive of any other amounts (if any) set forth on such invoice or receipt), less: discounts, credits, rebates, adjustments, charge-backs, refunds, Withholding Taxes, and Transaction Fees related to the sale. For purposes of clarification, Net Sales Price does not include the value of any items that may be furnished by Frontline Medical Supply to a Referred Customer without cost to that Referred Customer (for example, samples, prototypes, or free products furnished as part of any advertising or promotions program).
      24. Person” means an individual, corporation, company, limited liability company, body corporate, partnership, joint venture, governmental authority, unincorporated organization, trust, association or other entity.
      25. Product” means any product made available for sale by Frontline Medical Supply through its wholesale webstore on the Site, except for Excluded Products.
      26. Prohibited Keywords” means any search engine keywords that we prohibit you from using in connection with Promotions of Products, as designated by us, from time to time, in in the Affiliate Marketing Program materials available on the Site, as updated by Frontline Medical Supply from time to time, or as otherwise identified in emails sent by Frontline Medical Supply to the email address linked to your Affiliate Account.
      1. Promote” means to promote, market, advertise, review, give a testimonial, or provide an opinion, and “Promotion”, “Promoting”, “Promoted”, “Promotional” and “Promotes” have correlative meanings. 
      2. Qualified Transaction” means, subject to Section 5.3, a purchase of Products from our Site by a Referred Customer within 30 days after the Referred Customer Attached to your Tracker (in the case of a Referred Customer Attached to your Tracker) or your Sub-Affiliate’s Tracker (in the case of a Referred Customer Attached to your Sub-Affiliate’s Tracker).
      3. Referred Customer” means a Customer referred to our Site by you or any of your Sub-Affiliates through the use of your Trackers or your Sub-Affiliate’s Trackers in accordance with this Agreement as verified by Frontline Medical Supply.
      4. Relative” means relative, in respect of an individual, a spouse, partner, parent, child, or sibling of that individual.
      5. Restricted Territories” means: (i) all jurisdictions whose Laws prohibit the use of, or participation in, the Affiliate Marketing Program; (ii) all jurisdictions whose Laws prohibit the purchase or sale of the Products; and (iii) all other jurisdictions designated as a restricted territory by Frontline Medical Supply in the Affiliate Marketing Program materials available on the Site, as updated by Frontline Medical Supply from time to time, or as otherwise identified in email sent by Frontline Medical Supply to the email address linked to your Affiliate Account.
      6. Site” means the website located at https://www.thefrontlinemedicalsupply.com/ or https://www.thefrontlinemedicalsupply.ca and each of their related webpages an subdomains;
      7. Sub-Affiliate” has the meaning set forth in Section 4.5;
      8. Spam” means any email or other electronic communication you send that is addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient through an opt-in subscription;
      9. Table of Commission Rates” means the Table of Commission Rates available on our Site (and as updated by us from time to time) that sets out the method of calculating Affiliate Fees.
      10. Transaction Fee” means the fee charged to us by our payment processor, bank, currency exchange service provider, or other financial services provider when we, as applicable: (a) make payment to you of your Affiliate Fees; or (b) receive payment for a Product. Transaction Fees include charges for wires, courier charges for cheques, and fees charged in respect of exchanging your Affiliate Fees into a currency other than United States Dollars;
      11. Third Party Materials” means materials and information, in any form or medium, including any open­source or other software, documents, data, content, specifications, products, equipment or components of or relating to the Affiliate Marketing Program, Marketing Materials, any Site, or services or materials provided by Frontline Medical Supply, that are not proprietary to Frontline Medical Supply;
      12. Tracker” means a unique hyperlink or other linking tool that we provide exclusively to Affiliates for referencing the Site or our Products through which: (i) Affiliates refer potential Customers and potential Sub-Affiliates to our Site; and (ii) we track referred Customers activities and calculate Affiliate Fees.
      13. Withholding Tax” means taxes, duties, or other amounts Frontline Medical Supply is legally required to withhold in connection with the sale of Products to Customers.
      14. Your Platform” means your website, blog, vlog, social media channel or account, or any other platform or media from which your Promote the Products or upon which you use the Trackers.
    2. Interpretation. For the purposes of this Agreement: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (d) unless the context otherwise requires, references herein to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder; (e) Section headings do not affect the interpretation of this Agreement; (f) words in the singular include the plural and those in the plural include the singular; and (g) a reference to writing or written includes email.
    3. No Contra Proferentem. No term in this Agreement will be construed against any party to this Agreement because that party drafted that term or requested that it be included in the Agreement.
    4. Language. The parties acknowledge that they have required that this Agreement and all related documents be prepared in English. Les parties reconnaissent avoir exigé que les présentes modalités de vente et tous les documents connexes soient rédigés en anglais. If this Agreement is translated into another language, the English language text shall in any event prevail.
  3. ACCEPTANCE INTO AFFILIATE MARKETING PROGRAM & OTHER MATTERS CONCERNING YOUR AFFILIATE ACCOUNT
    1. Participation. Your are permitted to participate in our Affiliate Marketing Program only if: (a) we have accepted your application to participate in the Affiliate Marketing Program (as further set out in Section 3.6); (b) you have an Affiliate Account and it is maintained in good standing (as determined by Frontline Medical Supply in its sole discretion); (c) you do not reside in a Restricted Territory; and (d) you have not breached this Agreement. A suspended or terminated Affiliate Account is not in good standing. We may revoke any permission granted to you to participate in the Affiliate Marketing Program at any time and for any reason in sole discretion. You shall not Promote our Products unless you are permitted to participate in the Affiliate Marketing Program.
    2. Registration and Application. To apply to participate in our Affiliate Marketing Program, you must register an affiliate account (an “Affiliate Account”) on our Site and complete our application process as set by Frontline Medical Supply from time to time. To register an Affiliate Account, you must complete the registration process as prompted on our Site. Without limiting the foregoing and for the purpose of illustration, the registration and application process may involve: (a) registering a unique user name and password (collectively, “Access Credentials“); (b) providing contact information, such as name, phone number, email address, and delivery address; (c) providing payment and billing information; (d) providing your social media handles, links to social medial channels, and links to your website or blogs; and (e) and providing Frontline Medical Supply with any other information we request. You shall not create more than one Affiliate Account.
    3. Phone Number. By providing Frontline Medical Supply with a phone number, you consent to receive calls and text-messages (SMS) from Frontline Medical Supply regarding the Affiliate Marketing Program. Standard rates apply. Subject to reasonable processing times, you may opt-out of these communications by using the unsubscribe mechanism provided to you.
    4. Your Data. You shall provide true, accurate, current and complete information about you as prompted or reasonably requested by Frontline Medical Supply or as otherwise provided by you to us (such information being the “Your Data“). All information you provide as part of your application to the Affiliate Marketing Program is deemed Your Data. You shall also maintain and promptly update Your Data and any other Affiliate Account data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or complete, or if Frontline Medical Supply has reasonable grounds to suspect that such information is untrue, inaccurate, not current or complete, Frontline Medical Supply has the right to suspend or terminate your Affiliate Account and to suspend or terminate your participation in the Affiliate Marketing Program. We may use and disclose Your Data to administer and operate our Affiliate Marketing Program, to perform our obligations and exercise our rights under this Agreement, and to enforce this Agreement and investigate any breaches of this Agreement.
    5. Verification. Although Frontline Medical Supply is not obligated to do so, from time to time, Frontline Medical Supply may verify the information contained in Your Data. Such verification may include verification services provided by third parties or verification of government issued or other legal documents. You authorize Frontline Medical Supply, directly or indirectly through third parties, to take any steps Frontline Medical Supply deems necessary to verify Your Data, subject to applicable Law, including disclosing Your Data (which may contain personal information) to third parties for the purposes of verification.
    6. Acceptance. Throughout the application process, we may request additional information from you and may require you to satisfy certain requirements. If your application to participate in the Affiliate Marketing Program is accepted by us, we will communicate such acceptance to you at the email address linked to your Affiliate Account. If we do not notify you of confirmation of acceptance of your application within 60 days of you submitting your application, your application will be deemed rejected.
    7. No Account Sharing. The Affiliate Account and Access Credentials are specific to you and shall not be shared with or transferred to any other Person. You are solely responsible for maintaining the confidentiality of your Access Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of the Access Credentials. You shall not permit any other person to use your Affiliate Account or Access Credentials, and you will immediately notify Frontline Medical Supply if you know or suspect that your Affiliate Account or Access Credentials have been used by any other Person. You shall not use or access an Affiliate Account which is not your own. You must not access your Affiliate Account from a public or shared computer. You must logout from your Affiliate Account at the end of each session.
    8. Responsibility for Expenses. You are solely responsible for all costs, expenses, and liabilities related to your participation in the Affiliate Marketing Program, including costs of personnel, marketing, communication, administration, and taxes, charges, or fees arising from your participation.
    9. Device Limitations. Frontline Medical Supply does not warrant that the Affiliate Marketing Program will work on all devices. You are solely responsible for obtaining and maintaining compatible devices necessary to access and use Affiliate Marketing Program, as updated from time to time.
    10. Suspension or Deletion of Account. Frontline Medical Supply may at any time and from time to time, suspend or terminate your Affiliate Account, any user name, password, or other identifier, whether chosen by you or provided by Frontline Medical Supply, in Frontline Medical Supply’s sole discretion for any or no reason, including any violation of any provision of this Agreement.
    11. Further Matters Concerning Your Affiliate Account. Frontline Medical Supply may act upon any communication that is given through your Affiliate Account or by using your Access Credentials. Frontline Medical Supply is not required to verify the actual identity or authority of a person using your Affiliate Account or Access Credentials, but Frontline Medical Supply may in its discretion at any time require verification of the identity of a person seeking to access your Affiliate Account and may deny access to and use of your Affiliate Account if Frontline Medical Supply is not satisfied with the verification. If Frontline Medical Supply, in its sole discretion, considers your Affiliate Account or Access Credentials to be unsecure or to have been used inappropriately, then Frontline Medical Supply may immediately cancel your Affiliate Account or Access Credentials without any notice to you. Frontline Medical Supply may require You to change your Access Credentials from time to time.
    12. Geographic Limitations. We do not represent, warrant, covenant, or guarantee that the Affiliate Marketing Program will be available in any particular jurisdiction.
    13. No Frontline Group Employees. If you are an officer, director, employee, consultant or agent of the Frontline Group, a Relative of any of the foregoing, or a supplier or vendor of the Frontline Group, you are prohibited from participating in the Affiliate Marketing Program, making any Promotions of Frontline Medical Supply or our Products without our prior written permission, using Trackers, or collecting Affiliate Fees.
  4. REFERRAL MARKETING
    1. Marketing Activities and Responsibilities. You will be solely responsible and liable for all of your Promotional activities and for all materials that appear on Your Platform, including the Trackers. You shall ensure that all of your Promotional activities and that all materials that appear on Your Platform comply with all applicable Laws, comply with this Agreement, and comply with such quality control standards and guidelines as we may communicate to you from time to time. Without limiting the generality of the foregoing:
      1. you shall:
        1. comply with the Competition Act (Canada) and any other Laws applicable to marketing and advertising;
        2. comply with all guidelines published by the Competition Bureau of Canada, including the guidelines entitled “Influencer marketing and the Competition Act” currently located at https://www.competitionbureau.gc.ca/eic/site/cb-bc.nsf/eng/04512.html, comply with all guidelines published by the Federal Trade Commission, including the guidelines entitled “The FTC’s Endorsement Guides: What People Are Asking currently located at https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking, “Guidelines concerning the Use of Endorsements and Testimonials in Advertising” currently located at https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf, and “Disclosures 101 for Social Media Influencers” currently located at https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf, and any other advertising or marketing guidelines published by any similar Governmental Authority in your jurisdiction;
        3. comply with Canada’s Anti-Spam Law (An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (S.C. 2010, c. 23)) and any other applicable anti-spam Laws; and
        4. make all Promotions of Frontline Medical Supply and our Products in a professional, ethical, proper, and lawful manner;
      2. you shall not:
        1. participate in the Affiliate Marketing Program if doing so contravenes any applicable Law;
        2. Promote Frontline Medical Supply or any Product, or place any Marketing Materials, on any website, platform, or media where the content or material on such website, platform, or media:
          1. is potentially libelous, malicious, sexist, racist, discriminatory, obscene, unlawful, sexually explicit, pornographic, violent, or is, in our sole discretion, otherwise objectionable;
          2. potentially infringes any third-party’s Intellectual Property Rights or privacy rights;
          3. copies or resembles any of the Site in whole or in part;
          4. disparages us or otherwise damages our goodwill or reputation in any way; or
          5. frames any page of any of Site in whole or in part.
        3. send Spam to any Person;
        4. participate in the Affiliate Marketing Program if you reside in a Restricted Territory;
        5. you shall not Promote the Products or the opportunity to be a Sub-Affiliate to any Person in a Restricted Territory;
        6. directly or indirectly run any search engine pay per click marketing campaign or otherwise bid with any search engine provider on any keywords containing our Marks, any terms confusingly similar to our Marks, the Prohibited Keywords, or any terms confusingly similar with the same;
        7. target any Promotions of Frontline Medical Supply or any Product at any person under the age of 18, or otherwise develop or implement marketing or public relations strategies that have as their direct or indirect objective the targeting of marketing of Frontline Medical Supply or the Products to any persons who are under the age of 18;
        8. use Marketing Materials or make Promotions in a manner that may potentially confuse or mislead a Customer or potential Customer;
        9. in any way alter, redirect or interfere with the operation or accessibility of the Sites or any pages thereof, including, without limitation, stripping or modifying webpages linked to the Sites which may cause tracking information relating to a webpage visitor to be affected or which may cause any other effect; 
        10. register as a Sub-Affiliate;
        11. take any action or make any omission that could reasonably be likely to cause any Customer or prospective customer to be mislead about our relationship with you or any other third-party or the transactions contemplated by this Agreement;
        12. make any Promotion of Frontline Medical Supply or the Products that involves any “framing” technique or technology or pop-up windows or pop-under windows or interstitials;
        13. cause any of the Sites (or any parts or pages thereof) to open in a visitor´s browser or any other tool used for accessing the Site other than as a result of the visitor clicking on Trackers or otherwise links contained in or as part of any Marketing Materials;
        14. use any means to Promote any sites that resemble in any way the look or feel of any of the Sites whether in whole or in part, nor utilize any such means or site to create the impression that such sites are the Sites (or any part of the Sites); or 
        15. violate the terms of use and any applicable policies of any search engines; or
        16. violate the terms of use and any applicable policies of any websites or platforms on which you make Promotions of Frontline Medical Supply or our Products or place the Marketing Materials.
    2. Content Requirements for Promotions. Without limiting Section 4.1, each Promotion of Frontline Medical Supply or any of its Products that you make, whether on Your Platform or otherwise, must comply with the following:
      1. the Promotion must disclose all Material Connections you have with Frontline Medical Supply (the “Disclosure”);
      2. the Disclosure must be prominent in the Promotion and visible on all devices without having to click or tap a button to expand the post;
      3. the Disclosure must use clear and contextually appropriate words and (if necessary) audio and images;
      4. the Disclosure must be inseparable from the other content of the Promotion so that they travel together when shared;
      5. all reviews, testimonials, or opinions contained in your Promotions must be based on your actual experience with the Products Promoted;
      6. your Promotions of Products must not:
        1. make claims about the Product’s performance;
        2. compare the Products to any other product or service;
        3. make any medical or health related claims about the Products;
        4. make any unsubstantiated claims about the Products; or
        5. be false or misleading.
      7. all Trackers containing URLs in any of your Promotions or on your Platform must be HTML tagged rel=”nofollow”.
    3. Consequences for Breach. If we, in our sole and arbitrary discretion, determine or have reason to believe that you have breached this Agreement, we may (without limiting any other rights or remedies available to us) withhold any Affiliate Fees or terminate this Agreement immediately on notice to you (or both).
    4. Rights to Control Promotions. Your Promotions shall comply with all instructions and guidance communicated to you by us. At our request, you shall remove or modify your Promotions.
    5. Sub-Affiliates. When a Person visits our Site through use of your Tracker, we may present them with an opportunity to also become a participant in our Affiliate Marketing Program. If that Person accepts the opportunity before leaving our Site (and did not delete their cookies before leaving our Site), is Attached to your Tracker, and is approved by us to become a participant in our Affiliate Marketing Program, that Person will be your sub-affiliate (a “Sub-Affiliate”). You and any your Relatives are not permitted to be a Sub-Affiliate. You shall not make any representation to any potential or actual Sub-Affiliate in respect of compensation under the Affiliate Marketing Program; except that you may make representations to potential or actual Sub-Affiliate in respect of compensation under the Affiliate Marketing where the representation relates to: (a) compensation actually received by you under the Affiliate Marketing Program; or (b) the commission rates (expressed as a percentage of the Net Sales Price) available under the Affiliate Marketing Program.
    6. Approved Marketing Materials. You shall not modify any Marketing Materials we provide you or our Marks in any way without our prior written consent. You use of the Marketing Materials shall be in accordance with the terms of this Agreement, such quality control standards and guidelines as we may communicate to you from time to time, and all applicable Laws. You may use only the latest version of the Marketing Materials we provide to you. During the term of this Agreement, we grant you a revocable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of Promoting Frontline Medical Supply and our Products in accordance with this Agreement.
    7. Competitive Promotions. You shall not Promote Frontline Medical Supply or our Products in any manner that results in you competing with us in relation to the promotion of any of the Sites. Without limiting the foregoing, you shall not engage in activities, such as pay-per-click or other paid search campaigns, where you personally or through a third party bid on keywords or keyword clusters which include any of our Marks, or registering a domain or operating a website with a URL containing words identical or similar to any of our Marks.
    8. Non Assignment. The Trackers we provide you are for your sole use. You shall not permit any third-party to use any of your Trackers and you shall not assign or sublicense the Trackers or any Affiliate Fees to any third party.
    9. Restriction on Purchases. You shall not make purchases of Products through your Tracker(s), or otherwise attempt to artificially increase the Affiliate Fees payable to you. 
    10. Terms of Sale. The prices, terms and conditions under which Frontline Medical Supply may offer or sell any Products may be determined by Frontline Medical Supply in its sole discretion. Frontline Medical Supply will have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of Products. Nothing in this Agreement will obligate Frontline Medical Supply to actually offer or sell any Products or consummate any transaction with any Person (include any Person referred to Frontline Medical Supply through use of your Trackers). Frontline Medical Supply may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of Products without any liability or obligation to pay compensation to you.
    11. Blocked Customers. We may, in our sole discretion, use any available means to block, restrict, remove or discount from your Trackers certain Customers so as to reduce the number of fraudulent or unprofitable transactions or for any reason. We do not guarantee, represent or warrant the consistent application or success of any fraud prevention efforts.
    12. Trackers. You shall use and maintain your Trackers in accordance with our written instructions. You acknowledge and agree that failure to use the Trackers as instructed by us may result in us being unable to determine if a Customer is a Referred Customer or if an Affiliate is your Sub-Affiliate. We may revoke or terminate specific Trackers and following such revocation or termination, referred Persons introduced to us through those revoked or terminated Trackers will not be Referred Customers or Sub-Affiliates (as applicable). You acknowledge that visitation of our Site through use of a Tracker may result in cookies or other tracking technologies being stored on the device of the visitor.
    13. Attachment to Trackers.
      1. When a Person visits our Site as a result of a Tracker, they will become attached (“Attached”) to that Tracker for a 30 day period commencing at the time of such visit (the “Attachment Period”) unless they are already Attached to a different Tracker. Once a Person becomes Attached to a Tracker, they will not become Attached to any other Tracker (whether yours, your Sub-Affiliate’s or any other Affiliate’s) until after the expiration of the Attachment Period. At the expiry of each Attachment Period, the Person will detach from the Tracker and will become Attached to the next Tracker they trigger for a subsequent Attachment Period. This process may repeat indefinitely.
      2. Notwithstanding Section 4.13(a), if the Person referred to in Section 4.13(a) has deleted their cookies or otherwise uses a web browser or device that does not accept cookies, this could cause that Person to detach from a Tracker before the expiry of the applicable Attachment Period. Once detached from a Tracker, that Person’s Attachment Period is voided and that Person becomes available again to a Attach different Tracker as described in Section 4.13(a).
      3. If we terminate or revoke a Tracker, any Attachment Periods associated with that Tracker will immediately accelerate and expire.
  5. PAYMENTS & REPORTS
    1. Commission. Subject to the terms and conditions of this Agreement, and conditional upon your compliance with this Agreement, Frontline Medical Supply shall pay you a commission (the “Affiliate Fee”) for each Qualified Transaction pursuant to the terms of this Agreement, in the amount equal to the percentage of the Net Sales Price of each such Qualified Transaction calculated at the commission rate corresponding to the Tier Level of such Qualified Transaction specified in Table of Commission Rates available our Site, as updated by us from time to time, or as otherwise communicated to you by us in writing from time to time. Our calculation of Affiliate Fees earned by you is final, conclusive, and may not be disputed or challenged by you.
    2. Earning Affiliate Fee. Affiliate Fees in respect of a Qualified Transaction are earned by you 30 days after the date that, and only to the extent that, Frontline Medical Supply actually receives unconditional payment in cleared funds from the Referred Customer who corresponds with the Qualified Transaction. If the Referred Customer pays Frontline Medical Supply in increments or installments, then any Affiliate Fees owed to you in respect of such transaction will be earned by you pro rata in an amount corresponding to the incremental or installment payments of the Net Sales Price.
    3. Disqualified Transactions. A purchase of Product by a Referred Customer will not be a Qualified Transaction in any of the following situations:
      1. Where we determine that the purchaser of the Product was not a Referred Customer;
      2. Where we are unable to determine whether purchaser of the Product was a Referred Customer;
      3. Where the Referred Customer is connected to Fraud Purchases; 
      4. Where you were the direct or indirect purchaser of the Product;
      5. Where the Referred Customer purchased the Product while Attached to a Tracker other than your Tracker or the Tracker of one of your Sub-Affiliates;
      6. Where the purchase of the Product by the Referred Customer occurred more than 30 days after the Referred Customer Attached to your Tracker (in the case of a Referred Customer Attached to your Trackers) or your Sub-Affiliate’s Tracker (in the case of a Referred Customer Attached your Sub-Affiliate’s Tracker); or
      7. Where we determine the referral of the Referred Customer or their purchase was made or encouraged in connection with a breach of this Agreement.
    4. Referred Customers. We reserve the right in our sole discretion to determine if any particular Customer is a Referred Customer.
    5. Cookies. You acknowledge and agree that if a Customer referred to us or any other visitor of our Site deletes their cookies, or uses a web browser or device that blocks or does not keep cookies, during the period between first accessing the Site through use of a Tracker and making a purchase of Products on the Site, then we will be unable to determine if that Person is a Referred Customer or if that Person is Attached to a Tracker and, consequently, no Affiliate Fee will be payable in respect of any purchase by that Person, even if they were referred to us through use of your Tracker or your Sub-Affiliate’s Tracker. Similarly, if a Person referred to us or any other visitor of our Site deletes their cookies, or uses a web browser or device that blocks or does not keep cookies, during the period between first accessing the Site through use of a Tracker and registering for our Affiliate Marketing Program, we will be unable to determine if that Person is attached to your Tracker and, consequently, they will not be recognized as your Sub-Affiliate.
    6. Refunds, Damages, Chargebacks, and Errors. If:
      1. within one year after a Qualified Transaction all or part of the Net Sales Price for that Qualified Transaction is: (i) refunded by Frontline Medical Supply to a Referred Customer, (ii) repaid by Frontline Medical Supply to a Referred Customer as damages in an Action or in settlement of a disputed claim, or (iii) the subject of a processed Chargeback (the refunded, repaid, or chargebacked amount, the “Returned Amount”); or
      2. Affiliate Fees are allocated or paid to you in error (the “Erroneous Amount”),

        then you will be responsible for repaying to us the Affiliate Fees that correspond with the Returned Amount or Erroneous Amount (as applicable) (the “Repayment Amount”). In satisfaction of your repayment obligation, we may deduct the Repayment Amount from your unpaid Affiliate Fees, or if you have insufficient unpaid Affiliate Fees to satisfy such deduction, the balance of any Repayment Amount after deductions are made from your available unpaid Affiliate Fees will be deducted from your future earned Affiliate Fees or, at the election of Frontline Medical Supply, an invoice in the amount owed to us will be issued to you and you shall pay such invoice within 30 days of receipt.

    7. Currency. The Affiliate Fee and Net Sales Price is expressed in United States Dollars.
    8. Payment of Affiliate Fees.
      1. Subject to the terms and conditions of this Agreement and conditional upon your compliance with this Agreement, we shall pay you your earned unpaid Affiliate Fees after receiving your request for payment using the payment request mechanism on our Site. You may request payment of your Affiliate Fees no more than once per calendar month. By the last Business Day of the calendar month in which you make your payment request, we will make payment to you of your earned unpaid Affiliate Fee, less applicable Transaction Fees and any amounts we are required to withhold, deduct, or remit by applicable Law. Payment will be made using our supported payment methods (as updated by us from time to time). Any payment request made less than 8 days before the last Business Day of the calendar month will be processed by the last Business Day of the next calendar month.
      2. You are solely responsible for providing us with complete and accurate payee and tax information, including tax registration numbers and other required information in your jurisdiction, when requesting payment of your earned unpaid Affiliate Fees and we will have no liability for funds lost, missed, or misapplied as a result of any information you provide or fail to provide us. We are not required to make payment of your Affiliate Fees to any payee other than you. We reserve the right to delay payment of your Affiliate Fees in the event of unforeseen technical, administrative, or financial difficulties or if we have not received sufficient payee and tax information from you (as determined by us).
    9. Payment Threshold and Payment Maximums. Notwithstanding Section 5.8, we may withhold any payment to you until your earned unpaid Affiliate Fees exceed $1000.00 USD (“Payment Threshold”) and in no seven day period (the “Restricted Period”) will we be required to make payment of Affiliate Fees to you in an amount exceeding $7000.00 USD (the “Payment Maximum”) in the aggregate for that Restricted Period. If your request for payment of earned unpaid Affiliate Fees exceeds (or if any other payment of Affiliate Fees by us to you would exceed) the Payment Maximum, our payment to you will be reduced to the Payment Maximum and any excess Affiliate Fees will be carried forward to subsequent pay periods and paid by us in installments (each in an amount less than the Payment Maximum). We may modify the Payment Threshold, Restricted Period, or Payment Maximum from time to time.
    10. Other Currencies. Payment of the Affiliate Fees (if any) will be made in United States Dollars only, except where we have agreed in writing to make payment in a different currency. If we make payment of your Affiliate Fees in a currency other than United States Dollars, we may determine the exchange rate used to make payment in that other currency. We will not be liable to you for any losses you incur as a result of the exchange rate we use. You will be responsible for any Transaction Fees (which include currency exchange fees) arising from exchanging your Affiliate Fees into a different currency and such fees will be deducted from the amount paid to you by us.
    11. Reports. You will be able to review summary reports on our Site showing our calculation of your Affiliate Fees, if any, in accordance with out established accounting procedures, as may be modified by us from time to time (“Reports”). The form, content and frequency of the Reports may vary from time to time in our sole discretion. We do not warrant the accuracy or completeness of the information contained in your Reports and hereby exclude any and all liability for the accuracy or completeness of any such reports. Reports will be deemed final and conclusive upon posting and may not be disputed or challenged by you.
    12. Holdover for Fraud Purchases. In the event that, in our sole discretion, we suspect any Fraud Purchases, then we may delay payment of the Affiliate Fees to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions. In the event that we determine any activity to constitute Fraud Purchases, or to otherwise be in contravention of this Agreement, then in our sole discretion we may (without limiting our other rights and remedies): (i) pay the Affiliate Fees in full, (ii) recalculate your Affiliate Fees in light of such suspected Fraud Purchases or (iii) require you to forfeit or repay to us a corresponding amount of Affiliate Fees in respect of Fraud Purchases.
    13. Taxation. Notwithstanding anything to the contrary in this Agreement, no Affiliate Fees are payable to you unless you have provided us the tax information and documentation (such as your tax registration number) required to for us to process payments of Affiliate Fees to you. You are solely responsible and liable for the calculation, collection, reporting, and remittance to applicable Governmental Authorities of all taxes, duties, and charges imposed by any Governmental Authority on any Affiliate Fees earned by you.
    14. Set off. Without limiting any of our other rights or remedies, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting or arising from your breach of this Agreement.
    15. Limits. Notwithstanding anything to the contrary in this Agreement, we may limit the amount of Affiliate Fee payable to you by us in connection with any Qualified Transaction. For the avoidance of doubt, this may result in you earning less Affiliate Fees in connection with a Qualified Transaction than would otherwise be payable in accordance with the Table of Commission Rates.
    16. Changes to Affiliate Fee. For the purposes of clarity and without limiting Section 1.6, we may, in our sole and absolute discretion, change or modify, at any time, any of the terms and conditions applicable to the Affiliate Fees, including with respect to how Affiliate Fees are earned, payment of the Affiliate Fees, and any other requirements for receiving Affiliate Fees.
  6. TERM AND TERMINATION
    1. Term and Termination. This Agreement will continue until terminated in accordance with the terms of this Agreement.
    2. Termination by Either Party. Either party may terminate this Agreement:
      1. on five days written notice to the other party; or
      2. effective immediately upon written notice to the other party, if the other party becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
    3. Termination by Us. We may terminate this Agreement, effective immediately upon written notice to you, if you breach this Agreement. This Agreement terminates automatically if we delete your Affiliate Account.
    4. Termination on Modification of Agreement. You may terminate this Agreement, effective immediately upon written notice to Frontline Medical Supply, if we modify or replace this Agreement and, no later than 15 days after the modification or replacement has been communicated to you, you provide us with written notice of termination citing the modification or replacement of the Agreement as the reason for termination.
    5. Termination Notice. Where you are the terminating party, your termination notice under this Section 6 will be effective only if sent to us by email marked “Termination Notice” sent to info@thefrontlinemedicalsupply.com. Where we are the terminating party, our termination notice will be effective if we email the notice to the email address linked to your Affiliate Account, send a letter to your last known address, or provide notice on our Site that this Agreement is terminated.
    6. Effect of Termination. Upon termination of this Agreement for any reason whatsoever:
      1. all rights and licenses granted to you under this Agreement will cease;
      2. you shall immediately cease Promoting the Site and our Products;
      3. you shall immediately cease using the Trackers; 
      4. you will immediately cease earning Affiliate Fees;
      5. all unpaid Affiliate Fees earned by you will be forfeited and relinquished by you; and
      6. you will lose access to your Affiliate Account.
    7. Trackers After Termination. After termination of this Agreement, we may leave open, redirect or deactivate any Trackers in our sole discretion without any obligation to pay you for purchases of Products made by Customers who use those Trackers.
    8. Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Sections 1.2, 1.3, 1.4, 1.5, 1.7, 3.8, 5.13, 6.6, 6.7, 6.8, 7, 8, 9, 10, 11, 12, 13.1, 13.3, 13.4, 13.5, 14, 15, and 16.
  7. DATA AND INTELLECTUAL PROPERTY RIGHTS
    1. Data Ownership. All data relating to the Referred Customers (“Customer Data”) will, as between us and you, remain our exclusive property and you acquire no right to such information as a consequence of this Agreement.
    2. Frontline Medical Supply IP. All right, title and interest in and to the Site, Affiliate Marketing Program, Frontline Medical Supply Marks, Marketing Materials, Customer Data, and Third Party Materials, including all Intellectual Property Rights therein, are and will remain with Frontline Medical Supply and the respective rights holders in the Third Party Materials. You have no right, license or authorization with respect to any of the Site, Affiliate Marketing Program, Frontline Medical Supply Marks, Marketing Materials, Customer Data, and Third Party Materials (including any Intellectual Property Rights therein) except as expressly set forth in this Agreement or the applicable third­party license. All other rights in and to the Site, Affiliate Marketing Program, Frontline Medical Supply Marks, Marketing Materials, Customer Data, and Third Party Materials are expressly reserved by Frontline Medical Supply and the respective third­party licensors. In furtherance of the foregoing, to the extent you have any right, title, or interest in or to the Customer Data (including any Intellectual Property Rights therein), you hereby unconditionally and irrevocably grant and agrees to grant to Frontline Medical Supply an assignment of all right, title and interest in and to the Customer Data, including all Intellectual Property Rights relating thereto.
    3. Trademarks and Domain Names. YOU MAY NOT REGISTER A DOMAIN NAME THAT INCLUDES OUR MARKS OR MARKS CONFUSINGLY SIMILAR TO OUR MARKS. All use by you of our Marks including any use of a domain name that includes our Marks or marks confusingly similar to our Marks inures to our sole benefit. You will not obtain any rights in our Marks as a result of such use. You shall not register or attempt to register any trademarks or names that contain, are confusingly similar to or are comprised of our Marks. You hereby agree to transfer any domain names or trademark application or registrations in respect of our Marks or marks confusingly similar to our Marks you may hold or control to us upon demand. You further agree not to attack or challenge our ownership of and title to our Marks in any way.
  8. CONFIDENTIALITY
    1. Confidentiality. In connection with this Agreement Frontline Medical Supply may disclose or make available Confidential Information to you. Subject to Section 8.2, “Confidential Information” means non-public information in any form or medium (whether oral, written, electronic or other) that we consider confidential or proprietary (or that a reasonable person would consider confidential), including, information consisting of or relating to the our technology, trade secrets, know­how, business operations, plans, strategies, studies, reports, customers, and pricing, and information with respect to which we have contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing, the following is our Confidential Information: (i) all Customer Data; (ii) our price lists and other pricing information; (iii) confidential information concerning our manufacturers, suppliers, or vendors; (iv) any Product testing reports or studies; and (v) our Customer information lists and other Customer information.
    2. Exclusions. Confidential Information does not include information that you can demonstrate by written or other documentary records:
      1. was rightfully known by you without restriction on use or disclosure prior to such information’s being disclosed or made available to you in connection with this Agreement;
      2. was or becomes generally known by the public other than by your’ noncompliance with this Agreement;
      3. was or is received by you on a non­confidential basis from a third party that, to your knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or
      4. was or is independently developed by you without reference to or use of any Confidential Information.
    3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, you shall:
      1. not access or use Confidential Information other than as necessary to exercise your rights or perform its obligations under and in accordance with this Agreement;
      2. not disclose or permit access to Confidential Information; and
      3. safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care you use to protect your similarly sensitive information and in no event less than a reasonable degree of care.
    4. Compelled Disclosure. Notwithstanding anything to the contrary in this Section 8, if disclosure of Confidential Information is required of you by any applicable Law, such disclosure is permissible; however, you will, prior to making such disclosure, first give notice to Frontline Medical Supply and will assist Frontline Medical Supply in its efforts to obtain a protective order and will seek to minimize the extent of such disclosure.
  9. REPRESENTATIONS AND WARRANTIES
    1. Mutual Representations and Warranties. Each party represents and warrants to the other party that:
      1. if it is a corporation, it is duly organized and validly existing in the jurisdiction of its incorporation;
      2. it has full power and authority to enter into and perform this Agreement, to grant the rights and licenses granted under this Agreement, and to perform its obligations under this Agreement; 
      3. the entering into this Agreement by it has been duly authorized; and
      4. this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium, or similar Laws related to or affecting creditors’ rights generally or the effect of general principles of equity.
    2. Your Representations and Warranties. You represent to Frontline Medical Supply that:
      1. You are qualified and licensed to do business and in good standing in every jurisdiction where such qualification and licensing is required for the purposes of this Agreement and the Affiliate Marketing Program;
      2. you have valid tax registration numbers as necessary for the provision of your services and receipt of Affiliate Fees pursuant to this Agreement;
      3. you have workers compensation insurance coverage sufficient for the services you will provide pursuant to this Agreement;
      4. all information provided by you to Frontline Medical Supply both before, on, and after the effective date of this Agreement was and will be accurate without any untruths or misrepresentations; and
      5. you are knowledgeable of the Laws applicable to Promotions of the Products in your jurisdiction and have determined that the Promotion of the Products in your jurisdiction will not violate any applicable Laws.
  10. DISCLAIMER OF WARRANTIES
    1. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.1, THE AFFILIATE MARKETING PROGRAM, SITE, PRODUCTS, MARKETING MATERIALS, TRACKERS, AND ALL OTHER FRONTLINE MEDICAL SUPPLY PROVIDED PRODUCTS, SERVICES, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND FRONTLINE MEDICAL SUPPLY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE UNDER THIS AGREEMENT, AND FRONTLINE MEDICAL SUPPLY SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON­INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, FRONTLINE MEDICAL SUPPLY MAKES NO REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND THAT THE AFFILIATE MARKETING PROGRAM, SITE, PRODUCTS, MARKETING MATERIALS, TRACKERS, OR OTHER FRONTLINE MEDICAL SUPPLY PROVIDED PRODUCTS, SERVICES, OR MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM, BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE, OR BE COMPLIANT WITH ANY LAW, CODE OF CONDUCT, OR RULE. ALL THIRD PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD­PARTY OWNER OR DISTRIBUTOR OF THE THIRD PARTY MATERIALS. PARTICIPATION IN THE AFFILIATE MARKETING PROGRAM IS AT YOUR SOLE RISK.
    2. No Guarantee re Volume of Customers. We make no representations, warranties, guarantees, or covenants concerning volume of Referred Customers, volume of Product sales, or amount of Affiliate Fees that will or may be generated in connection with your participation in the Affiliate Marketing Program. You understand that entering into this Agreement or participation in the Affiliate Marketing Program in no way guarantees you a source of income or revenue or any benefit other than the benefit of participating in the Affiliate Marketing Program pursuant to the terms of this Agreement.
  11. INDEMNIFICATION. You shall indemnify, defend, and hold harmless each member of the Frontline Group and their respective officers, directors, employees, agents, successors and assigns (each, a “Frontline Medical Supply Indemnitee”) from and against any and all Losses arising out of or relating to any Action by a third party (other than a Frontline Medical Supply Indemnitee) arising out of or relating to: (a) your Promotions; (b) your participation in the Affiliate Marketing Program; (c) your use of the Marketing Materials or Trackers; (d) Your Platform; or (e) any allegations of fact that, if true, would constitute: (i) breach of this Agreement by you, or (ii) negligence, recklessness, or willful misconduct by you.
  12. LIMITATION OF LIABILITIES
    1. EXCLUSION OF DAMAGES. IN NO EVENT WILL ANY MEMBER OF THE FRONTLINE GROUP, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS, BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE, OR LOSS, INTERRUPTION, OR DELAY OF THE SITE OR TRACKERS; (C) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA, OR SYSTEM SECURITY; OR (D) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF THE MEMBERS OF THE FRONTLINE GROUP, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AGGREGATE UNPAID AFFILIATE FEES EARNED BY YOU UNDER THIS AGREEMENT (OR IF THERE ARE NO UNPAID AFFILIATE FEES EARNED BY YOU, THEN $10). THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  13. RELATIONSHIP
    1. Relationship of Parties.
      1. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, franchise, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever. Without limiting the foregoing: (i) you will not be eligible to participate in any benefit or compensation plans offered by Frontline Medical Supply to its employees, including, without limitation, any payments under any employment standards legislation; and (ii) Frontline Medical Supply will have no liability or responsibility for any statutory withholdings, registrations, deductions, or remittances related to you, including without limitation, any income, payroll, or other federal, state, or provincial taxes, employment insurance remittances, Canada Pension Plan contributions, or employer health tax, or worker’s compensation insurance premiums for you or your personnel. You are responsible for these withholding, remitting, and registration obligations, and shall indemnify the Frontline Medical Supply Indemnitees from and against any order, penalty, interest, taxes or contributions that may be assessed against Frontline Medical Supply as a result of your failure or delay to make any such withholdings, remittances or registration, or to file any information required by any Law. 
      2. From time to time, Frontline Medical Supply may provide you with access to free programs or services, or other benefits. Any such perks or benefits (if any) are provided on a gratuitous basis by us, are not compensation for services provided by you, and are not employment benefits.
      3. If any Governmental Agency alleges or concludes that you not a contractor of Frontline Medical Supply, you shall promptly notify us and, at our request, shall cooperate with our efforts (at our expense) to rebut, challenge, or appeal such allegation or conclusion.
    2. Non-Exclusive. This Agreement is non-exclusive. You understand that we may at any time (directly or indirectly) enter into marketing terms with other affiliates on the same or different terms as those in this Agreement and that such Affiliates may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from any of the Sites to any other online site that we deem appropriate in our sole discretion, without any additional compensation to you. You may enter into affiliate marketing arrangements or agreements with any other Person during the term of this Agreement, so long as the performance of your obligations and exercise of your rights under such arrangement or agreement does conflict with or breach this Agreement.
    3. No Conflicts. You represent and warrant to us that you are under no obligation to any Person that: (i) is in any way inconsistent with this Agreement or your participation in the Affiliate Marketing Program; (ii) imposes any restriction on your ability to Promote us or our Products; or (iii) otherwise is a conflict, a potential conflict or a perceived conflict of any of our interests.
    4. Testimonials. We may use your statements, name, and likeness in testimonials concerning the Affiliate Marketing Program.
    5. Non-disparagement. You shall not disparage us, our employees, directors, officers, agents or consultants, the Affiliate Marketing Program, or any of our Products. If you have any issues, questions or grievances with our Affiliate Marketing Program, we encourage you to contact us directly.
  14. FORCE MAJEURE. No delay, failure, or default will constitute a breach of this Agreement to the extent caused by: (a) acts of war, terrorism, invasion, riots or other acts of civil unrest; (b) hurricanes, earthquakes, pandemic, epidemic, flood, fire, tsunami, explosion, solar flare, electro-magnetic pulse, or other acts of God or of nature; (c) strikes or other labor disputes; (d) national or regional emergency; (e) passage of Law or any action taken by a governmental or public authority, including imposing an embargo, workplace shutdown or staffing restrictions, health order, export or import restriction, quota or other restriction or prohibition, or any complete or partial government shutdown; (f) national or regional shortage of adequate power or telecommunications or transportation facilities; or (g) other causes beyond the performing party’s reasonable control.
  15. DISPUTES
    1. Arbitration. If the courts in your province, state, or country will not permit you to consent to binding arbitration, then any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the courts of the Province of British Columbia, Canada, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Otherwise, you agree that in the event of any dispute between you and Frontline Medical Supply arising out of or relating to this Agreement, the Affiliate Marketing Program, or the relationship between Frontline Medical Supply and you, that you and Frontline Medical Supply shall consult and negotiate with each other and, recognizing your mutual interests, attempt to reach a solution satisfactory to both you and Frontline Medical Supply. If you and Frontline Medical Supply do not reach settlement within a period of 60 days, then such dispute shall be referred to and finally resolved by mandatory and binding arbitration under the International Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre. The appointing authority will be the British Columbia International Commercial Arbitration Centre. The case shall be administered by the British Columbia International Commercial Arbitration Centre in accordance with its Rules. The place of arbitration will be Vancouver, British Columbia, Canada. The number of arbitrators will be set to one unless otherwise required by the Rules. The language of the arbitration will be English. The existence and content of the arbitration proceedings, including documents submitted by the parties, correspondence to and from the British Columbia International Commercial Arbitration Centre, correspondence to and from the arbitrator, and orders and awards issued by the sole arbitrator, will remain strictly confidential and shall not be disclosed to any third party (except for professional advisors) except as expressly permitted by Frontline Medical Supply unless: (a) (i) the disclosure to the third party is reasonably required in the context of conducting the arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein; or (b) such disclosure is required by applicable law or court order.

      You may opt out of the above arbitration clause. If you opt out, then neither you nor we will be able to require the other to participate in arbitration for the purposes of resolving any dispute, claim or controversy between you and Frontline Medical Supply arising out of or relating to this Agreement, the Affiliate Marketing Program, or the relationship between Frontline Medical Supply and you. To opt out, you must, within 30 days of accepting this Agreement, deliver to Frontline Medical Supply a clear written statement indicating that you wish to opt out of the arbitration provisions in this Agreement. The statement must contain: (a) your name; (b) your mailing address; (c) your telephone number; (d) your email address; and (e) your account name on our Site (if any). The opt-out statement must be delivered to the following address:

      Frontline Medical Supply Inc.
      270-288 W8th Avenue
      Vancouver, British Columbia
      V5Y 1N5

      If you opt out of the arbitration clause in the manner provided above, then you: (i) irrevocably agree that the courts of British Columbia will have exclusive jurisdiction to settle any dispute, claim, or controversy arising out of or related to this Agreement, the Affiliate Marketing Program, or the relationship between Frontline Medical Supply and you.

      You irrevocably and unconditionally waive any objection to the venue of any action, proceeding, arbitration and waive and agree not to plead that any such action, proceeding, or arbitration brought in any such venue has been brought in an inconvenient forum.
    2. Waiver of Class Action and Jury Trial. You hereby agree to waive any right you may have to commence or participate in any class action against Frontline Medical Supply related to any claim and, where applicable, you also agree to opt out of any class proceedings against Frontline Medical Supply. Where applicable, if a dispute arises between us and you, you hereby waive any right you may have to participate in a trial by jury with respect to that dispute.
  16. MISCELLANEOUS
    1. Notices. We may give you notice at the email address (or if no email address, other contact address) linked to your Affiliate Account or by such other method specified in this Agreement. Except as otherwise stated herein, you may only give us notice by letter:

      Frontline Medical Supply Inc.
      270-288 W8th Avenue
      Vancouver, British Columbia
      V5Y 1N5

    2. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    3. Entire Agreement. This Agreement, the Terms of Use, Privacy Policy, and Table of Commission Rates, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
    4. Successors and Assigns. This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns. Frontline Medical Supply may assign its rights or obligations hereunder without your prior written consent. You may not assign your rights or obligations hereunder without the prior written consent of Frontline Medical Supply (which may arbitrarily withheld).
    5. Third-Party Beneficiaries. 
      1. Except as set forth in Paragraph 16.5(b), the parties do not confer any legal, equitable or other rights or remedies of any nature whatsoever under or by reason of this Agreement upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.
      2. The parties hereby designate each of the Frontline Medical Supply Indemnitees as third-party beneficiaries of Section 11 and 13.1(a) having the right to enforce those Sections. The parties hereby designate each member of the Frontline Group, and their respective officers, directors, employees, agents, successors and assigns, as third-party beneficiaries of Section 11 and 12 having the right to enforce those Sections.
    6. Waiver. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
    7. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision, principle or rule (whether of the Province of British Columbia or any other jurisdiction). The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.
    8. Equitable Relief. You acknowledge and agrees that a breach or threatened breach by you of this Agreement would cause Frontline Medical Supply irreparable harm for which monetary damages would not be an adequate remedy and agree that, in the event of such breach or threatened breach, notwithstanding Section 15, Frontline Medical Supply will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
    9. Independent Legal Advice. By entering into this Agreement, each party to this Agreement acknowledges and confirms that: (a) such party has either obtained independent legal advice with respect to the terms of this Agreement or that such party has, despite having been given the opportunity to do so and being encouraged to do so, declined to seek independent legal advice with respect to the terms of this Agreement; and (b) such party understands the terms of, and such party’s grants, rights, obligations, and releases under, this Agreement.
    10. Third-Party Defendant. You hereby waive any right you may have to add Frontline Medical Supply as a third-party defendant in any Action against you.