TERMS AND CONDITIONS

Life Lapse Affiliate Program

provided by:

BOLANDIA CREATIVE INC.

 (the “Company”, “us”, “our” or “we”)

1. Acceptance of Terms

This affiliate agreement (the “Agreement”) is entered into between the Affiliate Program participant (“you”, “your”) and the Company. 

By participating in the Affiliate Program, you acknowledge, agree to and are bound by the terms and conditions of this Agreement. 

We reserve the right to change or amend this Agreement, from time to time, in our sole discretion. Any changes or amendments will become effective upon providing you with written notice of such changes. Your participation in the Affiliate Program after any changes or amendments to this Agreement will signify your, and be conclusively deemed, acceptance of this Agreement, as changed or amended.

1. Referrals and Sales

1. Promotional Right.  The Company grants you a limited, non-transferable, revocable, non-exclusive right to market and promote the Company’s Life Lapse mobile application (the “Application”) for the sole purpose of procuring Affiliate Sales (defined below) in accordance with the terms and conditions of this Agreement (the “Promotional Right”). You hereby agree to bear all cost and expense incurred in exercising the Promotional Right. 

2. Referral Code.  Upon registering for the Affiliate Program, we will provide you with a unique coupon code (the “Code”), which you will use to market the Company’s Pro Annual packages (either, a “Eligible Package”). Your code must be used in order for you to receive credit for a sale.

3. Affiliate Sales.  Subject to the terms and conditions of this Agreement, in the event that the Company accepts, from a potential customer (thereafter, a “Customer”), an Eligible Package purchase and such purchase includes the Code assigned to you (each an “Affiliate Sale”, or collectively “Affiliate Sales”), you will be entitled to a sales commission, relating to such Affiliate Sale only, up to 25% Net Revenue (the “Sales Commission”), subject to Section 3 below. For certainty, you will not be entitled to a Sales Commission if the Company can demonstrate that the Customer: (a) was first introduced to the Company by a person other than yourself or any of your employees, agents or representatives; (b) was engaged by you in a manner contrary to the terms and conditions of this Agreement; or (c) the Customer has requested and the Company has confirmed a refund of the Customer’s purchase prior to the Company paying the associated Sales Commission.

“Net Revenue” means revenue generated and actually received by the Company, minus any adjustments and refunds, discounts, operating expenses, interest and taxes, the calculation of which will be made by the Company.

1. Purchase Order Acceptance.  Notwithstanding anything to the contrary herein, nothing in this Agreement will restrict or restrain the Company’s right to accept or reject any purchase for the Company’s products and services in its sole and absolute discretion. 

1. Reporting and Payment

Affiliate payouts are completed 45 days after the end of each calendar month. The Company will send any Sales Commission payments to you via PayPal, or other similar online payment system chosen by Company from time to time, in accordance with the payment information provided by you in writing. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information. We reserve the right to hold any Sales Commission until you provide required payment or personal information. 

The Company will not be obligated to make a payment of Sales Commission if the total amount to be paid to you under this Agreement is less than $50 (the “Payment Threshold”), and may instead accrue such payment obligation until such time as its overall obligation to you is at least the Payment Threshold. If any excess payment has been made to you for any reason whatsoever, the Company reserves the right to adjust or offset the same against any subsequent Sales Commission payable to you under this Agreement.

The Company may debit your account amounts equal to any Sales Commission previously credited to you in circumstances where there are Application refunds, duplicate entries or calculation errors, non-bona fide transactions, non-receipt of payment from the applicable Customer, or any other charge-back incurred by the Company in connection with a Customer.

1. Affiliate Responsibilities

You hereby acknowledge and guarantee that: (a) you are lawfully able to enter into this Agreement, and if you are an individual, you are at least 18 years old; (b) you have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement; (c) the information you provided in connection with the Affiliate Program is accurate and complete; and (d) you will promptly provide any information or documentation, as reasonably requested by the Company from time to time. You may update any information by providing written notice to us. You are solely responsible for ensuring that you are up to date with the Company’s product and service offerings and pricing, and the Company is not required to provide notice to you of any changes to same. 

You hereby agree that you will: (a) exercise the Promotional Right in good faith, with the highest standard of diligence and professionalism; (b) not make representations, warranties or guarantees to any person regarding the Company or its Application that are misleading or inconsistent from the Company’s policies or guidelines; (c) at all times be in material compliance with all applicable foreign, federal, provincial and local laws, statutes, orders and regulations (including Anti-SPAM regulations); (d) at all times adhere to and comply with the Company’s promotional, sales and branding guidelines and policies, as may exist from time to time, and as amended; (e) perform such acts and provide such information requested by the Company from time to time as is reasonably necessary for the Company’s management of the Affiliate Program and service to each Customer; (f) not infringe or misappropriate the intellectual property rights of any third party; and (g) manage relationships with any Customer, and prospective or potential customers, of the Company with the highest industry standards. 

You represent and warrant that all promotional means used by you will not contain objectionable content (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities), and that you will not mislead others.

1. Term and Termination

1. Term.  The term of this Agreement will commence automatically when you sign up to participate in the Affiliate Program and such registration is confirmed by the Company (the “Term”). This Agreement will remain in effect until terminated pursuant to this Agreement. 

2. Termination for Convenience.  Either party may terminate this Agreement for any or no reason immediately upon written notice to the other party. 

3. Termination for Breach.  The Company may immediately terminate this Agreement by written notice to you if you materially breach this Agreement and fail to cure such breach within 10 days after written notice thereof.

4. Survival of Sales Commission Entitlements.  Subject to the terms and conditions of this Agreement, your entitlement to earned but unpaid Sales Commissions, for Affiliate Sales completed prior to expiry or termination of this Agreement only, will survive such expiry or termination. Notwithstanding the foregoing, all of your entitlement to Sales Commissions will cease immediately upon termination if the Company terminates this Agreement pursuant to Section 5(c).

5. Surviving Terms.  Any provision of this Agreement that imposes an obligation after expiry or termination of this Agreement will survive the expiry or termination of this Agreement. Without limiting the generality of the foregoing, the following provisions will survive expiry or termination: Sections 4 – 13 (inclusive).

1. Confidentiality

1. Obligation.  During the Term, you may receive confidential and proprietary information of the Company, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, including business and marketing plans, technology and technical information, intellectual property, client lists, financial information, product designs, and business processes (collectively, “Confidential Information”). You hereby acknowledge that the Company’s Confidential Information is an asset of considerable value, the unauthorized use or disclosure of which would be damaging.  You will, during and subsequent to the Term: (a) keep the Confidential Information of the Company confidential and use such Confidential Information solely for the purposes of exercising your rights and performing your obligations under this Agreement; (b) not directly, or indirectly, without authorization from the Company reveal, report, publish, disclose or transfer such Confidential Information to any third party; and (c) utilize procedures constituting a high degree of care to maintain the security of such Confidential Information and in no event less than a reasonable standard of care under the circumstances. If a you are required by law or court order to disclose any Confidential Information of the Company, you will: (i) first notify the Company of same in writing and without delay; and (ii) cooperate with the Company, and use your own best efforts, to limit any such disclosure to the minimum disclosure necessary to comply with such law or court order. 

2. Return of Confidential Information.  Subject to the terms of this Agreement, you will return or irretrievably destroy the Confidential Information of the Company within five (5) days after such request from the Company. If requested by the Company, you will provide a statutory declaration certifying the return or destruction (as applicable) within five (5) days thereafter.

3. Injunctive Relief.  You acknowledge and agree that should you breach its obligations of non-disclosure under this Section, the Company may suffer harm which may not be adequately compensated by monetary damages. In such event, the Company may, in addition to any other remedy available in law or equity, seek specific performance and injunctive or other equitable relief without bond or proof of damages.

1. Intellectual Property

The Company and its licensors retain all right, title and interest (including without limitation all intellectual property rights) in and to the Application and any documentation or materials the Company may provide from time to time in connection with the Affiliate Program (the “Documentation”), and no such right, title or interest is granted to you pursuant to this Agreement other than as expressly set forth herein. Any works and materials created by you, whether individually or jointly, in connection with the Promotional Right will be owned exclusively by the Company, and you agree to assign to the Company all right, title and interest in and to same, and promptly take any action requested by the Company to effect and perfect any such assignment.

1. Disclaimer

The Company does not make any representation, warranty, or covenant regarding the amount of traffic or fees you can expect at any time in connection with the Affiliate Program or under this Agreement. You acknowledge and agree that you will make no representations to your customers with respect to any warranty made by Company. You will be solely responsible for any claims, warranties or representations made by you and your representatives or agents

WE MAKE NO WARRANTIES, REPRESENTATIONS OR GUARANTEES TO YOU WITH RESPECT TO OUR APPLICATION, DOCUMENTATION, PRODUCTS, SERVICES OR CONFIDENTIAL INFORMATION, AND HEREBY DISCLAIM ANY AND ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES WITH RESPECT TO SAME, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INTERRUPTION, ERROR-FREE OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY’S APPLICATION, DOCUMENTATION, PRODUCTS, SERVICES AND CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE SUBJECT TO CHANGE (IN FORM, CONTENT, TERMS AND OTHERWISE) FROM TO TIME AT THE SOLE AND ABSOLUTE DISCRETION OF THE COMPANY. THE FOREGOING DISCLAIMER WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

1. Liability Limitation

WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER THEY ARISE.

OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO ANY EARNED BUT UNPAID SALES COMMISSIONS YOU MAY BE ENTITLED TO UNDER THE TERMS OF THIS AGREEMENT.

1. Indemnification

You will defend, indemnify, save and hold us (which for the purposes of this Section includes our affiliates, officers, directors, partners and employees) harmless against and from any and all third party claims, demands, actions, causes of action, damage, loss, suits, proceedings, costs, liabilities, expenses and charges (collectively the “Damages”) incurred or suffered by us as a result of: (a) any material non-fulfillment or breach of any warranty or covenant, or any material misrepresentation, under this Agreement by you; (b) any fraud, willful misconduct or negligence committed by you; (c) any communications or acts made by you in the course of exercising your rights under this Agreement; and (d) any determination by any government agency that you are not an independent contractor for the purposes of any federal, state, provincial or other applicable legislation. 

1. Miscellaneous

1. Interpretation.  The headings in this Agreement are for convenience only and will not be construed as part of the Agreement.  Words importing the singular include the plural and vice versa. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”. All currency under this Agreement is in U.S. Dollars, unless the Company specifies otherwise in each instance.

2. Severability.  If any of the provisions or a portion of any provision of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, the validity and enforceability of the remaining provisions will not be affected.

3. Applicable Law. This Agreement is governed and interpreted pursuant to the laws of the Province of British Columbia, Canada and the federal laws of Canada applicable therein, without regard to principles of conflicts of law that would impose the law of another jurisdiction, and you agree to submit to the exclusive jurisdiction of the courts located within the Province of British Columbia, Canada. The foregoing will not limit the Company’s right to enforce this Agreement in any other jurisdiction if reasonably necessary or advisable in our sole discretion.

4. Trial Waiver.  You hereby irrevocably and unconditionally agree to waive any right you may have to a trial by jury, or commence or participate in any class action against us related to this Agreement.

5. Restrictions Reasonable.  The parties hereby acknowledge and agree that, due to the highly competitive nature of the business in which the Company is engaged, all restrictions in this Agreement are reasonable and appropriate for the protection of the legitimate business interests of the Company and you hereby waive all defenses to the strict enforcement of these restrictions by us.

6. Independent Contractor. Neither party will be deemed to be an employee, agent, partner, joint venture or legal representative of the other for any purpose and neither party will have any right, power or authority to create any obligation or responsibility on behalf of the other.

7. Notices. Any notice or other communication required or permitted to be given under this Agreement will be in writing and deemed to have been received if sent by email. For you, the e-mail address will be the address registered to your account. For the Company, the e-mail address will be affiliate@lifelapseapp.com. Communications transmitted by email will be deemed to have been received the day of having been sent. 

8. Entire Agreement and Assignment. This Agreement contains the entire agreement and understanding between the parties regarding the subject matter contained herein. This Agreement will not be assigned by you without our prior written consent. We may assign this Agreement without your consent, with or without notice. This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

9. Force Majeure.  The Company shall not be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of the Company, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, pandemics and other acts of God.

10. Equitable Relief.  You hereby acknowledge and agree that should you breach or threaten to breach your obligations under this Agreement, we may suffer harm which may not be adequately compensated by monetary damages. In such event, we may, in addition to any other remedy available in law or equity, seek specific performance and injunctive or other equitable relief without bond or proof of damages.