Income Access Terms and Conditions

Introduction

We are changing our terms and conditions (the “Terms and Conditions”) for the Income Access Affiliate Program (the “Program” or the “Affiliate Program”) effective immediately. New Affiliates will be immediately bound by these Terms and Conditions upon sign-up and clicking the “I agree” button below. Existing affiliates agree to be bound by these new Terms and Conditions by continuing to be a part of the Affiliate Program. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN YOU MUST TERMINATE THIS CONTRACT IN ACCORDANCE WITH CLAUSE 8 BELOW.
Please read these Terms and Conditions carefully to ensure that you understand them, as these Terms and Conditions form a legally binding contract between you and Income Access (the “Agreement”). By registering for the Affiliate Program, you are deemed by us to have understood and accepted these Terms and Conditions. Additionally, by accessing and utilizing any of Income Access’ marketing tools (the “Marketing Tools”) or accepting any reward, bonus or commission, whether contained in this Agreement or elsewhere on the Income Access website, you have agreed to be bound by all of the Terms and Conditions set out in this Agreement.
In these Terms and Conditions, Income Access and Ecom Access are referred to as “we”, “us”, “our”, “Income Access” or “IA”, any company that has contracted with Income Access to promote their website or product is referred to as the “Merchant” and an affiliate is referred to as “you” or “Affiliate”.
Income Access may modify any and/or all of these Terms and Conditions set forth in this Agreement by posting the modified Terms and Conditions on its website at: http://www.incomeaccess.com (the “Income Access Website”) and by notifying the Affiliates of the modifications by email notice. IF YOU DO NOT AGREE WITH ANY MODIFICATIONS TO THE TERMS AND CONDITIONS, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF NEW TERMS AND CONDITIONS WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGES.

1. Definitions

1.1 “Affiliate ID” – the Affiliate identification supplied by Affiliate to Income Access for use in the Affiliate Program;

1.2 “Affiliate Website” – the website(s) controlled and/or operated by the Affiliate, together with any Affiliate co-branded website(s);

1.3 “Affiliate Program Website” – the Income Access Website;

1.4 “Applicant” – an individual or entity who applies to become an Affiliate;

1.5 “Confidential Information” – i) information marked as “confidential” by the disclosing party; or ii) information which a reasonable person would identify as “confidential” by the nature of its content;

1.6 “Creatives” – Marketing material used to generate leads and sell advertising;

1.7 “Merchant Material” – Merchant’s Creatives, trade name, website name and other related material;

1.8 “Merchant Program” – The online marketing system provided by Merchants;

1.9 “Merchant Website” – The website(s) controlled and/or operated by any Merchant in the Affiliate Program;

1.10 “Link(s)” – any interface screens, banner ads or hypertext links linking one webpage to another webpage;

1.11 “Referral Program” – the Income Access referral program which allows Affiliates to refer other affiliates to the Affiliate Program by supplying the Affiliate’s ID;

1.12 “Reward Program” or “Affiliate Reward Program” – A program run by Income Access which allows Affiliates to earn incentives, bonuses and/or prizes by their participation in the Affiliate Program;

1.13 “Visitors” – Any user of the Affiliate Website who Affiliate directs, or attempts to direct to any Merchant Website.

2. Enrollment

2.1 To begin the enrollment process to become an Affiliate in the Affiliate Program, you must read this Agreement and then submit an application on the Income Access Website.

2.2 Income Access will evaluate your application and then notify you as to whether or not your application is accepted. Income Access reserves the right to accept or reject your application for any reason.

2.3 Income Access will reject your application if we determine, at our sole discretion, that your website is unsuitable for any reason, including, but not limited to, websites that are under construction, improperly aimed at children, promote sexually explicit activities or materials, promote violence, promote discrimination in any form including discrimination based on religion, race, sex, nationality, disability, sexual orientation or age, promote illegal activities or violate intellectual property rights.

2.4 Once you are accepted into the Affiliate Program, you must then still apply to Merchants in order to be accepted as an affiliate in a Merchant’s Program. Acceptance into the Affiliate Program does not mean that you become an Affiliate of the Merchant’s Program.

3. Obligations of the Affiliate

3.1 The Affiliate must provide true and complete information to Income Access when applying and/or registering for the Affiliate Program and must promptly update any information if and when it changes.

3.2 The Affiliate must display Income Access Creatives on the Affiliate Website as a Link to direct Visitors from the Affiliate Website to Merchant Website(s) using distinct URLs supplied by Income Access exclusively for linking.

3.3 Affiliate must cooperate fully with Income Access in order to establish and maintain the Links between the Affiliate Website and the Income Access Website and the Merchant Website. The graphics and/or text associated with the Links to the Income Access Website and the Merchant Website will be updated periodically and it is Affiliate’s responsibility to update the Affiliate Website accordingly.

3.4 Affiliate may not modify, impair, disable or otherwise interfere with any tracking codes and/or other technology required by Income Access in order to ensure proper tracking.

3.5 The Merchant’s Creatives shall be displayed at least as prominently as any other sales link on the Affiliate Website, and if the Affiliate displays or makes accessible to Visitors any descriptive information regarding any vendors whose Creatives are displayed on the Affiliate Website, the Affiliate shall, subject to Income Access’ written approval of the content thereof, include similar descriptive information regarding the Merchant’s Website(s).

3.6 To the extent that database or copyright licenses are required to use the data and/or information appearing on the Affiliate Website(s), the Affiliate must, at all times, have in place all licenses required to use such data and/or information.

3.7 The Affiliate must not take any action that could reasonably confuse any Visitor as to the Affiliate’s relationship with Merchant and/or Income Access.

3.8 Affiliate agrees to operate a single Affiliate Website within the Affiliate Network. If Income Access discovers that an Affiliate is operating more than one Affiliate account, this Agreement is subject to termination and Income Access may withhold all commissions and/or referral bonuses.

3.9 An Affiliate may use his Affiliate ID to register for more than one Merchant Program, however, the placement of any Creatives on a new Website in the Income Access Affiliate Program must be reported by the Affiliate to the Income Access support team beforehand. Failure to do so may result in the termination of Affiliate’s account and Income Access may withhold all commissions and/or referral bonuses.

4. Grant of Rights

4.1 Income Access and Merchant(s) grant to the Affiliate the non-exclusive, non-transferable, non-assignable (except as provided below) rights, during the term of this Agreement to use the Income Access Creatives and the Merchant Material on the Affiliate Website for the purposes outlined in this Agreement.

4.2 Income Access and Merchant(s) authorize the Affiliate to advertise and promote their respective products and/or promotional material provided that the copyrights of promotions may not be modified or misrepresented by the Affiliate.

4.3 Income Access and Merchant(s) additionally authorize Affiliate to refer, in Affiliate’s advertising and promotions, to the fact that Income Access and Merchant Websites are accessible through the Affiliate Website provided that any such statement does not:

a. Include any trademarks, service marks, design marks, symbols and/or other indicia of origin of Income Access or Merchant, other than Income Access or Merchant Website name(s) in a non-distinctive typeface (specifically not the typeface used in the logo design of any income Access or Merchant mark);

b. State, suggest, or imply, by the wording or prominence of such statement or otherwise, that Income Access or Merchant sponsors, authorizes and/or is the source of origin of the Affiliate Website; and/or

c. Disparage Income Access or Merchant, its products, services or other affiliates.

4.4 Any use of the Income Access or Merchant Materials shall inure to the benefit of Income Access and/or Merchant and shall not create any rights, title or interest in them for Affiliate.

4.5 Income Access and Merchant own, and shall continue to own exclusively, all right, title and interest in and to their respective Materials and all names, trademarks, service marks, design marks, symbols and/or indicia of origin therein throughout the world and in perpetuity, subject only to the permissions granted in this Agreement.

4.6 Affiliate grants Income Access the right to monitor the Affiliate Website in order to ensure the Affiliate’s compliance with these Terms and Conditions.

4.7 Income Access shall have the right to demand changes to the Affiliate Website, if Income Access determines that Affiliate is not in compliance with these Terms and Conditions and reserves the right to terminate this Agreement should any Affiliate fail to comply with said Terms and Conditions.

4.8 Income Access shall have the right to remove Links after termination of this Agreement and/or to modify or replace any expired promotional Links with alternate Links.

4.9 Affiliate grants Income Access the right to utilize any trademarks, service marks, trade names and/or copyrighted material that the Affiliate provides to Income Access through the Affiliate Program. Income Access will, however, seek permission from Affiliate before publishing Affiliate’s name or logo on the Income Access website or on other Marketing Materials.

5. Intellectual Property, Spam And Cookies

5.1 Affiliates must not “spam” and/or use unsolicited email. If Income Access reasonably believes that an Affiliate is knowingly sending spam and/or unsolicited email, Income Access, may, at its sole discretion, immediately terminate such Affiliate’s participation in the Affiliate Program.

5.2 Each Affiliate is responsible for the quality and origin of the traffic that it provides to the Merchant’s Website and the Affiliate will always remain responsible for the quality and origin of that traffic. If an Affiliate knowingly sends traffic of a questionable quality and/or origin to a Merchant, Income Access may, at its sole discretion, immediately terminate such Affiliate’s Participation in the Affiliate Program.

5.3 If an Affiliate accidentally or unknowingly directs traffic of a questionable quality and/or origin to a Merchant’s Website, Income Access may issue a written warning to the Affiliate, notifying the Affiliate of the questionable traffic. If, after three (3) written warnings, the Affiliate still directs traffic of a questionable quality and/or origin to a Merchant’s Website, Income Access may, at its sole discretion, immediately terminate such Affiliate’s participation in the Affiliate Program.

5.4 If any Merchant incurs expenses as a result of an Affiliate’s spamming activity, these expenses will be deducted from the Affiliate account with proper documentation of such expenses from Merchant to Income Access. Should an Affiliate not have sufficient funds in its Affiliate account to pay for such expenses, Income Access reserves the right to invoice the Affiliate to cover such expenses and, if necessary, to file a claim for any such unpaid expenses.

5.5 Affiliates are not permitted to copy any other affiliate’s website. Income Access reserves the right to suspend and/or terminate an Affiliate’s participation in the Affiliate Program if they are found to have copied another affiliate’s website.

5.6 Income Access is not responsible for the way that cookies are tracked on Merchants’ Websites or on the Affiliates’ Websites. Merchant is solely responsible for the implementation and maintenance of the cookie/tracking code. Income Access is solely a conduit to the tracking of marketing results.

5.7 Affiliates will comply with all applicable legislation and/or regulations relating to the use of cookies and will use all necessary notification procedures regarding the use of cookies to all Visitors.

5.8 Income Access is not responsible for:

a. Affiliates who modify the tracking code provided by the Income Access system. Any modification to the tracking code may result in an Affiliate’s traffic not being tracked correctly and subsequently errors in the calculation of commissions; or

b. Affiliates who do not comply with relevant privacy and/or electronic communications acts or directives in their country of operation. Failure to comply with any such act could result in penalties to Affiliate and Income Access specifically disclaims any liability for any such penalty.

6. Income Access Referral And Reward Programs

6.1 Affiliates can earn additional income by entering the Referral Program. Remuneration for the Referral Program is based solely on individual Merchants’ compensation models. Please see individual Merchants’ terms and conditions for further details.

6.2 In order to participate in the Reward Program, Affiliates agree to be bound by any decision made by Income Access with respect to such rewards, which decision shall be final and binding.

6.3 Income Access reserves the right to terminate any Reward Program, for any reason, including, but not limited to, security, fairness, integrity, Affiliate misconduct, computer virus, tampering, unauthorized intervention, fraud, technical failure and/or any other cause beyond the control of Income Access.

6.4 Affiliate shall be solely and exclusively responsible for any taxes, fees and/or surcharges on any reward received from the Reward Program.

6.5 Acceptance of a prize constitutes Affiliate’s express permission to allow Income Access and its advertising and promotional partners to use the winner’s name, photograph and/or likeness for advertising and promotional use. Income Access may publicize its services in any medium by using the prizewinner’s likeness without compensation to the prizewinner, unless prohibited by law.

6.6 Affiliates expressly release and hold Income Access, Merchants and their subsidiaries, directors, officers, agents, employees, legal representatives and all others associated with the development and execution of the Reward Program harmless from any and all liability with respect to or in any way arising from the Reward Program and the awarding, use or misuse of the prize, including liability for personal injury or damage to property.

7. Confidential Information And Receipt Of Information

7.1 Income Access shall treat all information submitted by Affiliate as confidential, except as otherwise provided within this Agreement.

7.2 Affiliate shall keep all information disclosed to it by Income Access relating to Income Access’ business as confidential unless one of the exceptions stated in clause 7.3 applies.

7.3 The confidentiality obligations of either party shall not apply to the following information:

a. Any information which comes into the recipient party’s possession (from someone other than the disclosing party) with no obligation of confidentiality attached;

b. Any information which is disclosed with the prior approval of the disclosing party; or

c. Information which is either in the public domain or comes into the public domain through no act or omission of the party receiving the confidential information.

7.4 Affiliate expressly understands that by signing up to the Affiliate Program, Affiliate agrees to receive material from Income Access via email, telephone, instant messenger platforms, Facebook, Linkedin, regular post and/or Income Access’ internal communication systems. Messages may include system maintenance information, promotional offers and/or Merchant news.

7.5 Affiliate may opt out of receiving communication from Income Access, however, neither Income Access nor Merchant will be held responsible for any damage that may occur due to Affiliate opting out of receiving Income Access communication.

7.6 Affiliate agrees that by joining a Merchant Program, Income Access will send to that Merchant reports which may identify the Affiliate and may include data regarding the Affiliate and the Affiliate’s Links.

7.7 If Income Access receives notification from a Merchant that an Affiliate’s information is incorrect or otherwise requires adjustment, Income Access reserves the right to make any changes to Affiliate’s account or report, including, but not limited to, chargebacks, bonuses, rake backs or any other promotional adjustment. Affiliate expressly consents to allowing Income Access to make any such adjustment, even if such an adjustment modifies the amount of compensation received by Affiliate.

7.8 Affiliate acknowledges that Income Access relies on data provided by Merchants in order to perform its services. Income Access is not obligated to confirm and does not warrant or guarantee the accuracy, truth or completeness of any data provided by Merchants.

7.9 In the case of a perceived Merchant tracking error, Affiliate agrees to promptly report any such error to Income Access or Merchant, in writing, within ten (10) business days. Affiliate agrees to then make all reasonable efforts to resolve any such dispute with Merchant. Affiliate agrees that Income Access shall have no obligations and incur no liability with respect to any such dispute.

8. Term And Termination

8.1 This Agreement shall take effect from when the Affiliate accepts these Terms and Conditions and shall continue until terminated in accordance with the provisions of this clause 8.

8.2 Affiliate may terminate this Agreement, with or without cause, immediately on written notice provided to Income Access and sent by email.

8.3 Income Access may terminate this Agreement, with or without cause, immediately on written notice provided to the Affiliate and sent by email.

8.4 If an Affiliate does not generate any registrations for Merchants for greater than a twelve (12) month period, Income Access may terminate this Agreement with or without notice to Affiliate.

8.5 Income Access may suspend or terminate an Affiliate’s participation in the Affiliate Program in order to investigate any activities of the Affiliate that may be in breach of these Terms and Conditions. Payment to an Affiliate during a period of suspension will also be suspended.

8.6 Upon termination:

a. Affiliate must remove the Income Access and/or Merchant Creatives from the Affiliate Website and disable any Links to the Merchant Website or the Income Access Website;

b. All rights and licenses given to Affiliate pursuant to this Agreement shall immediately terminate;

c. Affiliate will be entitled only to unpaid fees, if any, earned by Affiliate prior to the date of termination. Affiliate will not be entitled to any fees earned after the date of termination;

d. If Affiliate has violated any of these Terms and Conditions, Income Access reserves the right to withhold any fees owed;

e. Income Access reserves the right to withhold Affiliate final payment for a reasonable time to ensure the correctness of the amount paid;

f. Affiliate must return any Confidential Information to Income Access and cease to use any trademarks, trade names, service marks and/or logos of Merchants;

g. Both parties will be released of any and all obligations to each other occurring on or after the date of such termination, except with respect to those obligations which, by their nature, are designed to survive termination. Termination will not relieve Affiliate of liability for any breach of this Agreement;

9. Commissions And Referral Bonus

9.1 Affiliates must select their payment method by logging in to their Affiliate account and updating the “Affiliate Payment Preferences” section from the “My Account” menu.

9.2 The account information displayed in the Income Access Network is final and no other tracking or commission reporting will be used to determine the commission owed to Affiliates.

9.3 Income Access will only pay commissions to Affiliates if and when it has received the funds, in full, from the Merchant. Any unpaid balance will be rolled over until the next month until such time as the Merchant sends the balance of the funds to Income Access.

9.4 Affiliate will only begin to accrue funds in his/her account balance once Merchant approves the transactions and commissions earned by Affiliate.

9.5 Any exchange rates are based on the prevailing Bank of Canada rate on the date that Affiliate requests payment.

9.6 Income Access reserves the right to withhold any fees that have been generated as a result of fraudulent or dishonest practices undertaken by the Affiliate.

10. Limitation Of Liability

10.1 Except as expressly provided herein, Income Access does not warrant that the Income Access Website or the Affiliate Program will perform in the manner expected or without interruption, error or defect, or that any revenue to Affiliate will result from the activities contemplated in this Agreement. Except as expressly set forth in this Agreement, Income Access makes no warranty of any kind, express or implied, including warranties of fitness for a particular purpose or merchantability.

10.2 Affiliate acknowledges that Income Access does not advocate or endorse the purchase or the use of any services offered by Merchant through Merchant Websites or through Merchants’ software, nor does it guarantee the quality, fitness, or results of any such service or Merchants’ compliance with any laws and/or regulations.

10.3 Income Access will not be liable to Affiliate (nor to any other person or third party) for incidental, indirect, consequential, special, punitive or exemplary damages of any kind, including, but not limited to, lost revenue or profits, loss of business, or loss of data, arising out of this Agreement, regardless of whether Income Access was advised or had other reason to know of the possibility thereof.

10.4 It is Affiliate’s sole responsibility to declare any taxes from Affiliate’s profits according to their home country’s regulations. For convenience only, invoices may be created and downloaded from Affiliate’s account in the Affiliate Program.

10.5 It is solely the responsibility of Merchant to pay Affiliates and Income Access is not responsible for the actions or inactions of Merchants with regard to payment.

11. Indemnity

11.1 Affiliate agrees to release, indemnify, and hold Income Access, its contractors, agents, servants, employees, shareholders, officers, directors, legal representatives and third party beneficiaries harmless from all liabilities, damages, claims of third parties and expenses (including attorney’s fees) relating to or arising under this Agreement and in connection with:

a. Affiliate’s use of the Affiliate Program, including, but not limited to, Affiliate, or someone under the control of Affiliate’s misuse of any intellectual property or breach of other proprietary right of any third party;

b. The breach or non-compliance of Affiliate of any laws and/or regulations; or

c. Any fraud, misrepresentation or other dishonest behavior by Affiliate;

12. Miscellaneous

12.1 Assignment – Affiliate may not assign this Agreement or any of the rights contained herein or delegate any of its duties under this Agreement, without the express written consent of Income Access. Any purported assignment or delegation without such required consent shall be null and void.

12.2 Notice – Any notice, request or other communication hereunder in connection with this Agreement must be e-mailed to the other party. Notice to Income Access should be mailed through the Income Access Website, while notice to Affiliate must be through the email address the Affiliate supplies upon registration.

12.3 Relationship of Parties. Income Access and Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate agrees not to make any statement that could reasonably cause any confusion as to the relationship between Affiliate and Income Access.

12.4 Severability. Each party agrees that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms and provisions will remain in full force and effect.

12.5 Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the province of Quebec and the federal laws of Canada applicable therein. Affiliate irrevocably consents to the jurisdiction of the courts of Quebec, district of Montreal.