all terms and conditions in these Terms;

our privacy policy (“Privacy Policy”), cookie policy; and

any other standard policies or guidelines posted in our Services, which also form part of your contract with us and must also be followed.

“Affiliate” means an individual or business entity registered on the Services as an Affiliate of a respective Merchant which is compensated by the Merchant for qualified sales, leads, clicks, or other measurable action registered by the Merchant on one or more Merchant’s websites.

“Affiliate Sales Revenue” means the total amount of the proceeds received from the sale of products or services by a Merchant and generated by a Merchant’s Affiliates as tracked back to a Merchant on the Services, including any shipping charges and handling and/or processing fees. Such amount shall be net of the amounts with respect to any and all sales, property, use, value-added, and similar taxes and discounts. If any amount of Affiliate Sales Revenue is paid in a currency other than the U.S. Dollars, such amount shall be converted into U.S. Dollars by Simple Affiliate at the time of issuance of an invoice to Customer for Fees.

“Aggregate Data” is defined in Section 5(g).

“Authorized User” means any individual who uses the Services on Customer’s behalf or through Customer’s Account, including any individual using Customer’s Account without, or in excess of, the authorization granted by Customer.

“Confidential Information” is defined in Section 8.

“Customer Data” means data in electronic form input into or collected through the Services by Customer, including without limitation, sales data and information, pricing, shipping costs, and other similar information, data from Third Party Platforms (as applicable), and data generated by or collected from End Users or Customer’s Users.

“Customer Order” “Customer Order” means an order for Services on a subscription basis entered by a Customer through Simple Affiliate's online registration process and acknowledged by such Customer through a click-to-agree online process, including, as applicable, any auto-pay orders.

“Documentation” means Simple Affiliate's standard manual related to the use of the Services, as well as any additional documentation provided to Customer in connection with this Agreement.

“End Users” means individuals or businesses who interact with Customer and Customer’s Affiliates through hyperlinks or other software enabled by Customer’s use of the Services.

“Excluded Data” is defined in Section 5(f).

“Feedback” is defined in Section 7(b).

“Fees” is defined in Section 3(b).

“Merchant” means an e-commerce or other business entity that is contractually obligated to pay a commission, referral fee, or similar compensation to an Affiliate for qualified sales, leads, clicks, or other measurable action by a visitor generated or referred by such Affiliate to the Merchant’s website for the purpose of purchasing Merchant’s products or services.

“Simple Affiliate Associates” means Simple Affiliate's officers, directors, shareholders, parents, subsidiaries, agents, representatives, advisors, successors, and assigns.

“Term” is defined in Section 12(a).

“Transaction” means a purchase of a Merchant’s products and services logged by the Services.

“Website” means the website owned and operated by Simple Affiliate, currently available at https://www.simple-affiliate.com

Account Terms. In order to access most features of the Services, you must register for a Simple Affiliate account (“Account“) by providing your entity’s full legal name, current address, phone number, a valid email address, and any other information indicated as required. You may only register on behalf of a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law. Simple Affiliate may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.

Use of the Services. During the Term and provided that this Agreement has not been terminated, and in consideration of the payment of the Fees (and any applicable Auto-Pay Fees), you may access the Services for the purpose of using Services pursuant and subject to the terms of this Agreement and any applicable Customer Order.

Documentation. The Documentation may be reproduced solely as necessary to support the use of the Services by you or your Authorized Users.

Access Rights. Simple Affiliate reserves the right to refuse service to any Affiliate, Partner, or Customer for any reason at any time. Simple Affiliate may, but has no obligation to, suspend or terminate Accounts if Simple Affiliate determines in our sole discretion that the goods or services offered via an outside store, or the materials uploaded or posted to an outside store, violate the Acceptable Use Policy or these Terms. We reserve the right to provide the Services to the Customer’s competitors and make no promise of exclusivity in any particular market segment.

Services Modifications. Simple Affiliate, in its sole discretion, may modify the Services at any time, including without limitation by ceasing operation of the Services in their entirety.

Affiliate Sales Revenue. Merchant agrees to approve, deny, or otherwise action all pending Transactions no later than the dates such actions are due pursuant to its Customer Order (if applicable), but in no event later than ninety (90) days after each pending Transaction is first recorded by the Services (such dates, the “Order Date”). Merchant agrees and understands that any pending Transactions not actioned by Merchant prior to the Order Date will be automatically deemed accepted by the Services as of the Order Date without further action by Merchant, and all amounts of such Transactions will be included in Affiliate Sales Revenue as recorded by the Services in the applicable month. Merchant further agrees that acceptances shall be dated as of the Order Date for the purpose of calculating Affiliate Sales Revenue.

Fees. Merchant shall pay Simple Affiliate the fees for the access to and use of the Services (“Fees”) specified in the Customer Order, and any applicable Auto-Pay Fees. Fees may depend on the number of workflow operations and the number of active workflows and are further based on the length of the Term, number of Authorized Users, Affiliates and Affiliate transactions, data volume, and such other capacity limitations as may be stated in the Customer Order and may be adjusted by Simple Affiliate from time to time in response to the changes to the foregoing factors.

Payment of Fees. Merchant authorizes Simple Affiliate to charge an amount equal to the amount of the Fees on a monthly basis (or on such dates as the Customer Order provides), and any additional amounts as permitted by this Agreement, to the credit card and/or bank account specified in the Customer Order by means of debit or credit card charge for the duration of each Term. Merchant hereby agrees to keep such valid credit card and/or bank account in effect with sufficient credit limit to enable Simple Affiliate to charge the Fees every month, quarter or other period of each Term, as applicable, and not to challenge such charges or to request reversal of such charges. Simple Affiliate will not be required to refund the Fees under any circumstances.

Taxes. All Fees are exclusive of, and Merchant is responsible for, applicable sales, use, excise, export, or other applicable taxes, except for taxes on the net income of Simple Affiliate. Simple Affiliate may add any such taxes to the applicable Fees.

The Customer may configure the Services to integrate and/or interact with third-party data or platforms (collectively with the Partners, “Third Party Platforms”), including via APIs or customized software connections. Certain functionalities of the Services may require an Affiliate and/or Merchant to integrate Third Party Platforms, such as to capture Affiliate Sales Revenue accurately. The Services may be configured by a Customer to leverage software connections from any of the third-party platforms and services described as “Partners” on the Services to integrate with and interact with partners’ services and products.

It is Customer’s responsibility to analyze and interpret any third-party contractual terms applicable to Customer’s use of the Services (collectively, “Third Party Terms“), and Customer acknowledges that we have no control over, and are not a party to, such terms. Simple Affiliate has no affiliation, endorsement, or sponsorship by any other Third Party Platform. Simple Affiliate makes no endorsement of such third parties, nor any representation or warranty regarding anything that takes place between Customer and any such third parties. Third-Party Platforms are independent of and not controlled by Simple Affiliate, even if, for example, a Simple Affiliate link or logo appears on a platform linked from the Services.

By incorporating Third Party Platforms into Customer’s Account, Customer authorizes Simple Affiliate access to collect, analyze and use data collected by or via Third Party Platforms, including, without limitation, End User data.

The Customer represents that they have the right to access any applicable Third Party Platforms (including as may be granted during the integration process) and that it is an owner or authorized user of the Third Party Platform accounts it authorizes Simple Affiliate to incorporate. Customer agrees and acknowledges that Simple Affiliate does not own or operate such Third Party Platforms and Simple Affiliate is therefore not responsible for the operations, security, or performance of such Third Party Platforms or Customer Data provided thereby.

By using the Services, Customer hereby releases Simple Affiliate from and waives any and all claims or claim rights that Customer may have against Simple Affiliate, and releases and indemnifies Simple Affiliate against any claims that any third party may have against Simple Affiliate, arising from or related to (i) Customer’s use of any Third Party Platforms, including if accessed or used via the Services, and (ii) Third Party Terms, applicable privacy policies or any other rules or regulations of such third parties entered into by or applicable to Customer.

Use of Customer Data.

Privacy Policy. The Privacy Policy applies only to the Services and does not apply to any third-party website or service linked to the Services or recommended or referred to through the Services or by Simple Affiliate's staff, including without limitation, Merchant’s websites or Affiliate’s websites.

Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Services, Customer assumes such risks. Simple Affiliate offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through its own errors or actions, or those of third parties.

Data Accuracy. Simple Affiliate shall have no responsibility or liability for the accuracy of data uploaded to the Services by Customer, including without limitation Customer Data and any other data uploaded by Authorized Users. In addition, Simple Affiliate shall not be responsible or liable for any Affiliate commission payment calculation errors in connection with PayPal or other online or mobile payments made in reliance on the reports generated from the use of the Services or of any API keys generated by the Services.

Data Deletion. Simple Affiliate may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 30 days or more.

Excluded Data. Unless otherwise provided by an Order Form for Auto-Pay, Customer represents and warrants that the Customer Data does not and will not include, and Customer has not and shall not upload or transmit to Simple Affiliate's computers, servers, network, or other media, any data that is subject to heightened security requirements as a result of Customer’s internal policies or practices or by law or regulation (examples include but are not limited to the Health Insurance Portability and Accountability Act (HIPAA), the Gramm–Leach–Bliley Act (GLBA), Family Educational Rights and Privacy Act (FERPA), “Sensitive Personal Data” as defined under the General Data Protection Regulation (GDPR), etc. (the “Excluded Data Laws”)) (such Customer Data collectively, “Excluded Data”). CUSTOMER RECOGNIZES AND AGREES THAT: (a) SIMPLE AFFILIATE HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) SIMPLE AFFILIATE'S SYSTEMS, INCLUDING THE SERVICES, ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA UNLESS OTHERWISE NOTED BY SIMPLE AFFILIATE.

Aggregate and Anonymized Data. “Aggregate Data” means information, including information derived from Customer Data, that relates to a group or category of users, from which individual user identities have been removed, and that is not linked or reasonably linkable to any individual or household. To clarify, “Aggregate Data” does not include information that identifies any of the Customer’s Authorized Users, Affiliates, or End Users or is otherwise identifiable as originating from the Customer. Notwithstanding any provision of this Section 5 to the contrary, Simple Affiliate may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion.

Acceptable Use. Customer shall not: (i) use the Services for service bureau or time-sharing purposes or in any other way allow third parties, including Customer’s Affiliates, to exploit the Services; (ii) provide Services passwords or other log-in information to any third party; (iii) share non-public Services features or content with any third party; (iv) access the Services in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Services, or to copy any ideas, features, functions or graphics of the Services; or (v) violate the AUP. In addition, Customer shall comply with all restrictions imposed by its respective agreements with each Affiliate in connection with Affiliate transactions.

Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the Services, including without limitation by protecting its passwords and other log-in information. Customer shall notify Simple Affiliate immediately of any known or suspected unauthorized use of the Services or breach of its security and shall use best efforts to stop said breach.

Compliance with Laws. In its use of the Services, Customer shall comply with all applicable laws and regulations, including without limitation laws governing the sale of goods and services in a jurisdiction in which the goods or services are being sold, delivered, conveyed, or otherwise distributed, and the protection of personally identifiable information and other laws applicable to the protection of Customer Data.

Authorized Users & Services Access. Customer is responsible and liable for (a) Authorized Users’ use of the Services, including without limitation any Authorized User conduct that would violate the requirements of this Agreement applicable to Customer; (b) any violation or noncompliance with any applicable laws and regulations by Authorized Users; and (c) any use of the Services through Customer’s Account, whether authorized or unauthorized.

IP Rights to the Services. Simple Affiliate retains all rights, title, and interest in and to the Services, including without limitation all software, system software, and applications used to provide the Services, including any source code, updates, improvements, enhancements, modifications, or derivative works thereof, whether or not patentable, and all inventions, content, graphics, media, user interfaces, logos, and trademarks contained in, displayed, performed or reproduced through the Services. This Agreement is an agreement for services and does not grant Customer any intellectual property license or rights in or to the Services or any of its components. Customer understands and agrees that the Services and its components are protected by copyright and other applicable law.

Feedback. “Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Simple Affiliate's products or services. Simple Affiliate has not agreed to and does not agree to treat as confidential any Feedback that Customer or Authorized Users provide to Simple Affiliate, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Simple Affiliate's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the Authorized User in question.

Nondisclosure. Customer shall not use Confidential Information for any purpose other than in connection with its use of the Services for its ordinary business purposes (the “Purpose”). Customer shall not disclose Confidential Information to any other third party without Simple Affiliate's prior written consent. Customer shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but in no event less than reasonable care. Customer shall promptly notify Simple Affiliate of any misuse or misappropriation of Confidential Information that comes to Customer’s attention. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Customer shall give Simple Affiliate prompt notice of any such legal or governmental demand and reasonably cooperate with Simple Affiliate in any effort to seek a protective order or otherwise to contest such required disclosure, at Simple Affiliate's expense.

Injunction. Customer agrees that breach of this Section 8 would cause Simple Affiliate irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Simple Affiliate will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

Termination & Return. With respect to each item of Confidential Information, the obligations of Section 8(a) above (Nondisclosure) will terminate five (5) years after the date of disclosure. Upon termination of this Agreement, Customer shall return or destroy all copies of Confidential Information in its possession.

Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Simple Affiliate will retain all rights, title, and interest in and to all Confidential Information.

From Simple Affiliate. Simple Affiliate represents and warrants that

From Customer. Customer represents and warrants that:

Warranty Disclaimers. Except as provided in Section 9(1) above, CUSTOMER ACCEPTS THE SERVICES “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:

Customer’s breach of its representations or warranties set forth in Section 9(2);

Customer Data infringing the intellectual property or another personally held right of such third party;

Customer’s alleged or actual use of, misuse of, or failure to use the Services;

claims by Authorized Users, Customer’s employees, or End Users, including without limitation any claims related to

Dollar Cap. SIMPLE AFFILIATE’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID BY CUSTOMER TO SIMPLE AFFILIATE IN A PERIOD OF TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

Exclusion of Consequential Damages. IN NO EVENT WILL SIMPLE AFFILIATE BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS SECTION 11 APPLY:

Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue

Termination for Cause. Either party may terminate this Agreement and any Customer Order if the other party:

Termination of Affiliate. Only if you are an Affiliate, Simple Affiliate may terminate this Agreement for any reason at any time.

Effects of Termination. Upon termination of this Agreement, Simple Affiliate shall discontinue Customer’s access to the Services, Customer shall cease all use of the Services and Customer shall promptly delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement:

Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no Simple Affiliate employee or contractor will be an employee of Customer.

Notices. Simple Affiliate may send notices pursuant to this Agreement to Customer’s email address(es) in Customer’s Account, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to Simple Affiliate, and such notices will be deemed received 72 hours after they are sent in writing and if delivered personally, mailed via registered or certified mail (return receipt requested and postage prepaid) addressed to SA Inc., 1905 Lauder Dr

Ottawa, ON K2A 1A9, Canada, Attn: Simple Affiliate Legal, with a copy sent by email to admin@simple-affiliate.com.

Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.

Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Simple Affiliate's express written consent. Except to the extent forbidden in this Section 14(4), this Agreement will be binding upon and inure to the benefit of the party's respective successors and assigns.

Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

Choice of Law & Jurisdiction. This Agreement is a contract made under, governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario.

Conflicts. In the event of a conflict between these Terms and any Simple Affiliate, policy posted online (such as the Privacy Policy), these Terms control except to the extent any such policy specifically states that it controls these Terms.

Headings. The section headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

Technology Export. Customer shall not:

Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

Amendment. Simple Affiliate may amend this Agreement from time to time by posting an amended version on its Website and Application. Such amendment will be deemed accepted and become effective immediately. Customer’s continued use of the Services following the effective date of an amendment will confirm Customer’s consent thereto. Simple Affiliate may also revise the Privacy Policy, the Acceptable Use Policy, and any other Simple Affiliate policy at any time by posting a new version on the Services, and such a new version will become effective on the date it is posted.

Acceptance. CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS. THE PERSON ACCEPTING THIS AGREEMENT ON CUSTOMER’S BEHALF THROUGH SIMPLE AFFILIATE'S ONLINE REGISTRATION PROCESS OR BY MEANS OF A CUSTOMER ORDER REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS. Customer will have indicated its assent to the terms of the Agreement by installing Simple Affiliate and acknowledging the Terms that are presented to the Customer in the footer section on every page of the application.