CARO's "The Essential Element" Affiliate Program Terms of Service

Agreement By signing up to be an Affiliate in the CARO Affiliate Program ("Program") you are agreeing to be bound by the following terms and conditions ("Terms of Service"). CARO reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Program, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Program after any such changes shall constitute your consent to such changes. Violation of any of the terms below will result in the termination of your Account and for forfeiture of any outstanding affiliate commission payments earned during the violation. You agree to use the Affiliate Program at your own risk. Account Terms

• You must be 18 years or older to be part of this Program.
• You must live in North America to be an Affiliate.
• You must be a human. Accounts registered by "bots" or other automated methods are not permitted.
• You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
• Your login may only be used by one person - a single login shared by multiple people is not permitted.
• You are responsible for maintaining the security of your account and password. CARO cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
• You are responsible for all Content posted and activity that occurs under your account.
• One person or legal entity may not maintain more than one account.
• You may not use the Affiliate Program for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
• You may not use the Affiliate Program to earn money on your own CARO product accounts.
• The only affiliate sales that are recorded are from “special links”. Any untracked sales won’t be included in your payout.

    Links/graphics on your site, in your emails, or other communications Once you have signed up for the Affiliate Program, you will be assigned a unique Affiliate Code. You are permitted to place links, banners, or other graphics we provide with your Affiliate Code on your site, in your emails, or in other communications. We will provide you with guidelines, link styles, and graphical artwork to use in linking to CARO. We may change the design of the artwork at any time without notice, but we won't change the dimensions of the images without proper notice. If you use CARO imagery, it must be the graphics we provide you with and it cannot be altered without CARO’s approval. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special link formats to be used in all links between your site and CARO. You must ensure that each of the links between your site and CARO properly utilizes such special link formats. Links to the CARO store placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to sales on a CARO product occurring directly through Special Links; we will not be liable to you with respect to any failure by you or someone you refer to use Special Links or incorrectly type your Affiliate Code, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. Affiliate links should point to the page of the product being promoted. Referral fees/commissions and payment For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site, email, or other communications to http://store.caro.ca and complete an order for a product during that session. We will only pay commissions on links that are automatically tracked and reported by our systems. We will not pay commissions if someone says they purchased or someone says they entered a referral code if it was not tracked by our system. We can only pay commissions on business generated through properly formatted special links that were automatically tracked by our affiliate system or google analytics. Commission earned will be 5% per referred sale. The commission percentage comes from the list prices displayed on store.caro.ca. Payouts will occur monthly. Payments only begin once you've earned more than $20 in affiliate income. If your affiliate account never crosses the $20 threshold, your commissions will not be realized or paid. We are only responsible for paying accounts that have crossed the $20 threshold. We reserve the right to disqualify commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.     Identifying yourself as a CARO Affiliate You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, say you develop our products, say you are part of CARO or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause). You may not purchase products through your affiliate links for your own use. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement. Payment schedule As long as your current affiliate earning are over $20, you'll be paid each month. If you haven't earned $20 since your last payment, we'll pay you the following month after you've crossed the threshold. Customer definition Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, you should not display product prices on your site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. Your responsibilities You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: - The technical operation of your site and all related equipment - Ensuring the display of Special Links on your site work and does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site) - The accuracy, truth, and appropriateness of materials posted on your site (including, among other things, all Product-related materials and any information you include within or associate with Special Links) - Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) - Ensuring that materials posted on your site are not libelous or otherwise illegal - Ensuring that you are accountable for the marketing materials posted on your site and they must appropriately represent CARO as a company. - Ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers. Compliance with Laws As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws. Term of the Agreement and Program The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to http://store.caro.ca, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. CARO reserves the right to end the Program at any time. Upon program termination, CARO will pay any outstanding earnings accrued above $20. Termination CARO, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Program, or any other CARO service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all potential or to-be-paid commissions in your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. CARO reserves the right to refuse service to anyone for any reason at any time.   Relationship of Parties You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict CARO and/or anything in this Section. Limitations of Liability We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement. Disclaimers We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the CARO will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.     Arbitration Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the Canadian Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Miscellaneous This Agreement will be governed by the laws of Canada, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. The failure of CARO to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and CARO and govern your use of the Service, superseding any prior agreements between you and CARO (including, but not limited to, any prior versions of the Terms of Service).      

NON-DISCLOSURE AGREEMENT (NDA)

 

 The parties agree to enter into a confidential relationship concerning the disclosure of certain proprietary and confidential information.

1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information.
2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.
3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

 

5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
7. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing signed by both parties.
8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
9. Notice of Immunity. Employee is provided notice that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

This Agreement and each party's obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.  

NON-COMPETE CLAUSE (NCC)

 

In consideration of the affiliate opportunity provided by CARO Analytical Services, You, intending to be legally bound, agree to the following:

 

1. Term of Agreement. This Agreement is effective on the 1^st of October, 2018 and shall remain in effect throughout the term of our affiliate program agreement with CARO Analytical Services and for a period of one year thereafter.[1]
2. Limitations of this Agreement. This Agreement is not a contract of employment. Neither You nor CARO Analytical Services are obligated to any specific term of employment.  This Agreement is limited to the subject matter of covenants not to compete or solicit as described in this Agreement.
3. Covenant Not to Compete. You agree that at no time during the term of the affiliate program with CARO Analytical Services will you engage in any business activity which is competitive with CARO Analytical Services nor work for any company which competes with CARO Analytical Services

For a period of one (1) year immediately following the termination of our agreement, You will not, for yourself or on behalf of any other person or business enterprise, engage in any business activity which competes with CARO Analytical Services within Canada.[2]^,[3]

4. Non-solicitation. During the term of our affiliate program and for a period of one (1) year immediately thereafter, You agree not to solicit any employee or independent contractor from CARO Analytical Services on behalf of any other business enterprise, nor shall you induce any employee or independent contractor associated with CARO Analytical Services to terminate or breach an employment, contractual or other relationship with the Company.
5. Soliciting Customers After Termination of Agreement. For a period of one (1) year following the termination of our agreement and your relationship with CARO Analytical Services, You shall not, directly or indirectly, disclose to any person, firm or corporation the names or addresses of any of the customers or clients of the CARO Analytical Services or any other information pertaining to them.  Neither shall you call on, solicit, take away, or attempt to call on, solicit, or take away any customer of CARO Analytical Services on whom You have called or with whom You became acquainted during the term of our agreement, as the direct or indirect result of our affiliate program with CARO Analytical Services.
6. Injunctive Relief. You hereby acknowledge (1) that CARO Analytical Services will suffer irreparable harm if You breach your obligations under this Agreement; and (2) that monetary damages will be inadequate to compensate CARO Analytical Services for such a breach.  Therefore, if You breach any of such provisions, then the Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.
7. Severable Provisions. The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.
8. Modifications. This Agreement may be modified only by a writing executed by both You and CARO Analytical Services.
9. Prior Understandings. This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement.   The Agreement supersedes all prior understanding, agreements, or representations.
10. Waiver. Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.  No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver.  A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.
11. Jurisdiction and Venue. This Agreement is to be construed pursuant to the laws of Canada. You agree to submit to the jurisdiction and venue of any court of competent jurisdiction in Canada, without regard to conflict of laws provisions, for any claim arising out of this Agreement.

[1] Covenants not to compete are not favored by courts, so they generally are interpreted very narrowly.  They must be “reasonable” in terms of duration and the geographical area to which they apply.  Sometimes the duration can be as long as two or three years, while the size of the territory can be quite small, e.g., a 25 mile radius, or quite large, e.g., anywhere in the world. [2] Many companies market nationwide and even worldwide, so a narrow restriction may not be terribly helpful.  If you seek to limit activity anywhere in Canada or anywhere in the world, you will probably need to make the restriction much narrower.  You cannot, of course, deprive the person of a way to earn a living in your industry. [3] An alternative clause is: During the course of our affiliate program, You agree not to work for or provide any services to any competitor of the Company.  Neither shall you engage in any competitive activity with respect to CARO Analytical Services.  Competitive activity includes, but is not limited to, forming or making plans to form a business entity to directly compete with any business of the employ.  This provision does not prevent You from seeking or obtaining employment or other forms of business relationships with a competitor after termination of employment with the Company so long as such competitor was in existence prior to the termination of your relationship with the Company and You were in no way involved with the organization or formation of such competitor.