latest update – November 29, 2021

Terms of Affiliate Services

Welcome to Goloot!

Welcome to These Terms of Affiliate Services contain the terms and conditions that govern all participation in our Pre-MVP Services (as defined below) and all content, and/or products made available.

The Pre-MVP Services are offered to you subject to your acceptance, without modification (other than Special Terms (as defined below) agreed by the parties pursuant to these Terms of Affiliate Services), of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy at, and any future modifications thereof, and procedures that may be published from time to time on the Platform or made available to you on or through the Pre-MVP Services (collectively, the “Pre-MVP Terms”). When accepted by you (as defined below), these Terms form a legally binding contract between you and Corporation (as defined below). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.


Corporation may, in its sole discretion, elect to suspend or terminate access to, or use of the Pre-MVP Services to anyone who violates these Terms.

The original language of these Terms is English. The Corporation may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.

    1. Abuses” has the meaning set forth under Section 3.
    2. Affiliate” is an entity that controls, is controlled by or shares common control with a party, where such control arises from either (a) a direct or indirect ownership interest of more than fifty percent (50%) or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock by contract, or otherwise.
    3. Affiliate Campaign” has the meaning set forth in Order Form.
    4. Applicable Laws” means any applicable domestic or foreign law, rule, regulation, order, or other action, decree or requirement in force at any time during the Pre-MVP Term which governs or regulates any party and the provision of the Services.
    5. Confidential Information” means any and all information of a party (the “Disclosing Party”) which has or will come into the possession of the other party (the “Receiving Party”) concerning the business, properties, affairs or finances of the Disclosing Party, or of any person, firm, cooperation or other entity which the Disclosing Party is under an obligation to keep confidential, including trade secrets, source code, algorithms, lists of Customers, vendors, Corporations, agents and site visitors, business studies and analyses, specifications and uses of products and services; product research, sales, marketing and strategic plans and forecasts; product and availability information and any and all proposals, notes, projections, memoranda, reports, lists and records, whether written, printed or in digital format or otherwise, and shall include any and all other types of information which is identified by the Disclosing Party, either orally or in writing, as confidential at the time of disclosure to the Receiving Party, or which the Receiving Party ought to know by virtue of the circumstances in which it learned of such information, would constitute Confidential Information.
    6. Customer Materials” means all information, content, data or any other materials disclosed or provided to by the Customer pursuant to this Agreement, including Customer Trademarks,  videos, and other content communicated by the Customer for the purpose of assisting the Corporation with the performance of the Services and its obligations under this Agreement.
    7. Customer Suggestions” shall have the meaning set forth under Section 4.
    8. Customer Trademarks” shall mean Customer’s distinctive logos, names, brands, product names, phrase, word or symbol, whether registered or not.
    9. Compensation” shall have the meaning set forth under Section 12.
    10. Corporation” shall refer to the legal entity 9361-8759 QUEBEC INC., having its principal place of business at 2285 Cambridge, Mount-Royal, QC H3R 2Y4, commonly referred to as “Goloot”, providing the Services in accordance with the present Terms and the Order Form.
    11. “Goloot’’ shall refer to the common name, brand and any visual material of the Corporation.
    12. “Intellectual Property” means any and all intellectual property, including without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analysis, software, models, research and development information, confidential business information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trade-marks and any and all proprietary rights provided under patent law, copyright law, trademark law, design patent or industrial design law, semiconductor chip or mask work law, or any other statutory provision or civil or common law principles applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or any other evidence of a right in any of the foregoing.
    13. Order Form” means the form in Order Form identifying the Services provided, the Commission Percentage and the Pre-MVP term.
    14. Personal Information” means any information that would meet the definition of “personal information’’ (or similar nomenclature) under Applicable Laws.
    15. Product” shall refer to Product as described in Order Form.
    16. “Pre-MVP’’ shall have the meaning of the Corporation’s current product development phase also called Pre Minimum Viable Product
    17. Pre-MVP Services” shall refer to the Services enumerated in Order Form.
    18. Pre-MVP Term” shall have the meaning set forth under Section 7.
    1. The participation in the Pre-MVP Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Customer, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.

      The Terms are accepted as soon as one of the following occurs first:
      • the person has received the confirmation of the creation of the Account and necessary credentials from Corporation in order to log in to his/her/its Account; or
      • for those Pre-MVP Services and the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.

      Once accepted, these Terms remain effective until terminated as provided for herein.
    1. When the Customer uses the Corporation’s Services, the Corporation requires that the Customer follows the rules established in this Section 3. If the Customer does not follow these rules, the Corporation may restrict or block, in its sole discretion, the Customer’s access to the Services, and the Corporation will consider these actions as a material breach of this Agreement. The Corporation shall not be liable for any damages that result from violations by the Customer of the rules established in this Section 3. The Customer shall not:

      a) decompile, disassemble, reverse engineer, investigate, modify, create derivative works from the Services or Product;

      b) attempt to gain unauthorized access to the Services or Product, or otherwise circumvent any software protection or monitoring mechanisms of the Services;

      c) access the Services or Product in order to build a similar or competitive product or service or copy any ideas, features, functions or graphics of the Services;

      d) access, search or create accounts for the Services by any means other than the Corporation’s publicly supported interfaces (for example, “scraping” or creating accounts in bulk);

      e) use the Services in a manner that is in violation of Applicable Laws, including to send unsolicited communications, promotions or advertisements in violation of the Canadian Anti-Spam Legislation;

      f) scan, probe or test the vulnerabilities of the Corporation’s Services or Product, introduce malicious software, or deploy denial-of-services attack.
    1. Ownership. Each of the Parties shall own all rights, titles and interests in their Intellectual Property. The Corporation shall own all rights, titles and interest to any Intellectual Property developed during the Pre-MVP term and shall have, own, retain and reserve all right, title and interest in all Intellectual Property, whether registered or unregistered, in the Product and Services, including modifications, improvements, developments, enhancements and derivative works howsoever created.
    2. Licence to the Services. The Customer acknowledges that it is obtaining a limited right to access and use the Services. No rights are granted to the Customer under this Agreement other than as expressly set forth in this Agreement.
    3. Licence to Customer Materials. The Customer hereby grants a licence to the Customer Materials, including any relevant trademarks as required for the development of the Services and Product.
    4. Suggestions. Notwithstanding anything to the contrary, the Corporation shall also be the sole owner of any suggestions, enhancement requests, recommendations or other feedback provided by Customer to the Corporation so long as they are related to the Services or the Product (“Customer Suggestions”). For the avoidance of doubt, Customer Suggestions shall mean suggestions, feedback, recommendations or enhancement requests relating to the Services and Product. The Customer Suggestions are intended to apply generally to the Services and may be added to The Corporation’s development roadmap to be generally available for all Customers. Customer hereby assigns to the Corporation, without limitation of any kind, all of its rights, titles and interests therein, the Corporation accepting such assignment.
    5. Usage Data/Statistical Data. To deliver, support, develop, test and improve the Services and Product, the Corporation may collect, store, analyze and interpret data elements associated with or provided in the use of the Services. The Corporation will own all rights in such data and any algorithm, computational or cumulative results of such data. The Corporation may use such data for any purpose (including, but not limited to, providing the Services, and auditing and improving the Services), and may provide it to third parties or compile it with other data to derive statistical and performance information, provided that it will aggregate and anonymize such data so that Customer cannot be identified as the source of such data.
    1. Each party acknowledges that it may be exposed to or acquire information in connection with this Agreement that is proprietary or confidential to the other party.
    2. Exclusions. Confidential Information shall not include information which the Receiving Party can demonstrate: (i) is readily available to the public in the same form through no fault of the Receiving Party; (ii) did not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restrictions on disclosure; or (iii) did not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form prior to disclosure to the Receiving Party by the Disclosing Party.  
    3. Intellectual Property. The Receiving Party acknowledges and agrees that the Confidential Information is proprietary information of the Disclosing Party, and may constitute Intellectual Property of the Disclosing Party, whether or not any portion thereof is or may be validly copyrighted or patented.
    4. Obligations. The Receiving Party shall only use or disclose the Confidential Information of the Disclosing Party for the purposes set forth in this Agreement, including to defend its rights and interests, and shall protect such Confidential Information with at least the same degree of care and confidentiality, but not less than a reasonable standard of care and confidentiality, which the Receiving Party utilizes for its own Confidential Information. The Receiving Party shall take commercially reasonable steps as necessary to prevent the unauthorized access and disclosure of the Disclosing Party’s Confidential Information, such as enforcing access on a need-to-know basis.
    5. Permitted Disclosure. The Receiving Party shall be authorized to disclose the Confidential Information to its Affiliates, permitted third party service providers, auditors and consultants to the extent necessary to perform the Services and Professional Services, for legal reasons, or as required for reasonable operational efficiency. The Receiving Party shall ensure that all such recipients are under an appropriate confidentiality obligation or undertaking providing the Disclosing Party with substantially the same protections as under this Agreement, and including attorney-Customer privilege. The Receiving Party shall also be allowed to disclose Confidential Information if approved in writing by the Disclosing Party.
    6. Legal Disclosure. The Receiving Party shall be authorized to disclose Confidential Information if required by Applicable Laws, or by the administration thereof, including through warrants and subpoenas. In the event such disclosure is required, and if permitted by Applicable Laws, the Receiving Party shall advise the Disclosing Party prior to making such disclosure and give the Disclosing Party a reasonable chance to contest the requested legal disclosure, unless such delay would put the Receiving Party in breach of Applicable Laws. In any case, the Receiving Party shall not disclose more Confidential Information than it is required to do under Applicable Laws, or the administration thereof.
    7. Termination. Upon termination of this Agreement for any reason, the Receiving Party shall, at the Disclosing Party’s option, (i) return the Confidential Information without undue delay and/or (ii) securely destroy the Confidential Information without undue delay, and in accordance with industry’s best standards. Upon request, the Receiving Party shall confirm in writing that the Confidential Information has been returned and/or deleted. Notwithstanding the foregoing, the Receiving Party is authorized to keep a copy of the Confidential Information as required for business continuity purposes, pursuant to internal retention schedules, and for legal, auditing or financial reasons.
    1. Each party shall comply with all Applicable Laws in the collection, use and disclosure of Personal Information, and the Corporation shall only collect, use and disclose Personal Information in accordance with this Agreement, the Corporation’s Privacy Policy, either existent or to be put in place, or as instructed in writing by Customer.
    1. Term. This Agreement shall be deemed to commence on the date that the Order Form is signed (“Effective Date”) and continue, unless terminated in accordance with the present Agreement, until the Parties' mutual determination that the Purpose of the Agreement has been satisfied.
    2. Termination. This Agreement may be terminated as follows, in each case, without liability to the terminating Party:

      a) by either Party upon giving the other Party at least thirty (30) days’ prior written notice;

      b) where the other Party is in default in carrying out any of its material obligations under this Agreement, the non-defaulting Party may, upon giving written notice specifying the default to the defaulting Party, terminate this Agreement for default either: (i) if the default is curable, at the expiration of the lesser of, (A) such remedial period as is specified in the notice, or (B) thirty (30) days, or (C) if such default is a breach of Section 5 (Confidentiality), five (5) days), or (ii) if the default is not curable, immediately. In each such case, such termination shall be without liability to the non-defaulting Party;

      c) if the other Party ceases or threatens to cease to carry on its business, becomes insolvent or becomes bankrupt, the occurrence of such event may be considered as a default by such Party under this Agreement. Such termination shall be without liability to the non-defaulting Party.
    3. Effects of Termination. Immediately upon termination of this Agreement (a) all applicable rights granted to either Party shall terminate; (b) Customer shall cease to use the Services, Product, and Confidential Information made available to it by the Corporation, and shall delete or destroy all copies thereof in its possession or control. Termination shall not relieve Customer’s obligation to pay all undisputed charges accrued and payable before the effective date of termination. The obligations listed in articles 1, 4, 5, 6, 8, 9, 12, 13 shall survive the Pilot Term.
    1. Each of the Parties represents and warrants (a) that it is duly incorporated, (b) that it is authorized to enter into this Agreement and to perform its obligations hereunder, and (c) that this Agreement has been duly and validly authorized and constitutes a lawful, valid and binding obligation of each of the Parties.
    2. To the fullest extent permitted by law and subject to the terms and conditions of this Agreement, the Services are provided without any other legal warranty, express or implied. The Customer expressly disclaims all warranties not set forth in this Agreement.
    1. Notwithstanding anything to the contrary in this Agreement, the Services and Product are provided “as is” and the Corporation makes no, and actively disclaims any, condition, representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Services or Product and the content found in same.
    2. All other conditions, representations and warranties regarding the Services and Product, whether express, implied, statutory or otherwise, including any implied warranty or condition of merchantability, fitness for a particular purpose, or non-infringement of third party rights, or those arising from a course of dealing or usage of trade, are hereby expressly disclaimed by the corporation to the maximum extent permitted by applicable law. Without limiting the foregoing, the Corporation makes no warranty that the Services or Product will be error free, will function without interruption or will meet any requirements or customer expectations, including, but not limited to any expectations with regard to:

      a) performance, such as click-through rates, engagement rates, conversion rates, of the Affiliate Campaign;

      b) the number of impressions of the Affiliate Campaign;

      c) the revenue or return-on-ad-spend (ROAS) generated by the affiliate campaign;

      d) any metric or result of the Affiliate Campaign.
    3. The Corporation shall not be liable for (i) any cost of cover or analogous costs related to the procurement of replacement services; or (ii) any loss of use, lost data, failure of security mechanisms, interruption of business, or any indirect, special, incidental, exemplary, punitive or consequential damages of any kind (including lost profits), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance.
    4. The Corporation will not be responsible for all events, process, procedures and/or interactions between the Customer and the users on the Customer’s e-commerce platform including, but not limited to, payment, transaction processing, discount application, account creation, billing and shipping. The Customer is responsible for the validity, functionality and authenticity of the discount codes provided to the Corporation as part of the affiliate campaigns. The Customer shall hold the Corporation harmless from any claims, damages or losses arising from failed, unsuccessful, incorrect or malicious transactions with users on the Customer’s e-commerce platform.
    5. Limit of liability. In no event shall the liability of the Corporation for any claim under this agreement exceed the Compensation paid by the Customer to the Corporation under this Agreement.
    1. Indemnification of the Corporation. The Customer agrees to defend, indemnify and hold the Corporation harmless from and against any third party claims, demands, liabilities, damages, losses, and expenses, including, without limitation, reasonable attorney’s fees, arising out of or in any way connected with the Customer’s (i) breach of this Agreement or Applicable Laws, and (ii) gross negligence, willful misconduct or fraud. The Corporation reserves its exclusive right, at the Customer’s expense, to conduct the defense of any such claims and assume control of any matter, subject to indemnification by the Customer, in which event the Customer shall cooperate with the Corporation in asserting any and all available defenses. If the Customer defends the Corporation, it may not enter into a settlement unless approved by the Corporation and which indemnifies and holds it harmless. This approval shall not be unreasonably withheld.
    1. The Corporation shall not be liable for delays in or failure of performance hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God or public enemy, acts of government in either its sovereign or contractual capacity, flood, earthquake, epidemic, pandemic (including any additional consequences or situations arising from the outbreak of coronavirus COVID-19) or other natural disaster, strike or other labor disputes, acts of war, acts of civil disobedience, denial-of-services and distributed-denial-of-services, ransomware and other cyber-attacks that are not caused or facilitated by negligence, unexpected traffic and roadblocks, unavailability of the Services or Product and increase in prices due to retailers (a “Force Majeure”).
    2. The Corporation shall inform the Customer, without delay, of the exemption of obligation and the approaches that shall be taken to complete performance.
    1. Commissions. Commissions will be paid to the Corporation based upon a percentage of the value of each purchase made on the e-commerce of the Customer with the discount code(s) of the Affiliate Campaign. Commissions will be calculated based upon the gross sales price, but not including any shipping and handling, sales tax, special service fees such as gift wrapping or packaging, late charges, collection costs, imports and exports duties, and any other payment made to the Customer that is not the purchase price for the product that is purchased, or the aggregated purchase prices of the products purchased within a single transaction. Commissions will not be calculated based upon amounts that are attributable to credit card fraud, credits given to customers and bad debt right-off.
    2. Commission Percentage. The percentages to be paid as commissions are currently set forth in the Order Form in Order Form at the end of this Agreement. The Parties may change and amend the Commission rate structure at any time if they mutually agree in writing to such changes and amendments.
    3. Transaction Tracking. Commissions will only be paid on sales that are tracked through the discount code attributed to the Pre-MVP Affiliate Campaign by the Customer. The Corporation has no right to commissions based upon subsequent sales, even if the user uses the same discount code at purchase. Commissions will only be tracked and paid on the first transaction made with the discount code of the Affiliate Campaign by a user on the e-commerce site of the Customer.
    4. Payment Term. Commissions will be paid to the Corporation at the end of the Term, as defined in Section 7 of this Agreement, and will follow the payment schedule and method defined in the Order Form in Order Form.
    5. Late payment. Customer agrees that any Fees that are not paid in full and on time shall be subject to interest at the rate of one and one-half percent (1.5%) per month or eighteen percent (18%) per annum.
    6. Taxes. When the Corporation has the legal obligation to pay or collect such taxes, the appropriate amount shall be invoiced to and paid by the Customer unless the Customer provides the Corporation with a valid tax exemption certificate authorized by the appropriate taxation authority.
    1. Announcement. Upon distribution of the Affiliate Campaign, as defined in Order Form of this Agreement, the Parties will have the right to publicize and announce on public platforms, physical or digital (including, but not limited to, Facebook, LinkedIn, Instagram, blogs, news, radio shows, newspaper, podcasts, websites, etc.) the existence of a relationship between the Parties and its Purpose, subject to written approval and consent of the other Party. The Parties will have a right to review all material and copywriting shared on public platforms prior to the publication by the other Party.  No Party shall be held liable or accountable for the consequences of such publication and announcement, as long as the information shared is truthful, pertains to this agreement and its purpose and does not violate any terms of this Agreement, namely Section 5.
    2. Use of logo. Each Party authorizes the other to use its name, logo and/or trademark with notice to consent, in connection with certain promotional materials that each Party may disseminate to the public, subject to the Announcement restrictions defined hereinabove. The promotional materials may include, but are not limited to, brochures, case studies, video tape, internet website, press releases, advertising in newspaper and/or other periodicals, lucites and any other materials relating to the fact that the Parties have a relationship under this Agreement. Such materials can’t be disseminated and used without the other Party’s review and written approval. Nothing herein obligates any Party to use the other Party’s name, logo and/or trademark, in any promotional materials.
    1. Invalidity of Provisions. In the event that any particular provision or provisions of this Agreement is or are determined to be invalid, illegal or unenforceable in any respect, then the particular provision or provisions will be deemed to be severed from this Agreement and this Agreement will not in any way be affected or impaired, unless as a result of any such determination this Agreement would fail in its essential purpose.
    2. Waiver. No failure on the part of one Party to exercise any right or remedy in respect of this Agreement will operate as a waiver thereof, unless it is in writing and signed by that Party. A waiver of such right or remedy will not limit or affect the rights of the Party with respect to a subsequent breach of the same provision.
    3. Notice. Any communication or notice which will or may be given pursuant to or in addition to this Agreement will be in writing and will be delivered or sent by facsimile or by delivery, addressed to the addresses of the respective Parties noted above. Either Party may change its address for service by giving written notice of such change to the other Party. Any communication or notice given by personal delivery or by facsimile during the business hours of the receiving Party will be effective when received.
    4. Relationship. The Corporation is an independent contractor, and neither the Corporation, nor any of its employees, are employees, agents or servants of Company. Further, this Agreement will not constitute or create any partnership, joint venture, master-servant, employer-employee, principal-agent or any other relationship apart from that expressly stated in this Agreement.
    5. Governing Law. The validity and interpretation of this Agreement and the legal relations of the Parties will be governed by and construed in accordance with the laws in force from time to time in the Province of Quebec and the federal laws of Canada applicable in the Province of Quebec.
    6. Entire Agreement. This Agreement together with the Order Form hereto and all Order Forms incorporated herein by reference, states and comprises the entire agreement between the Parties in connection with the subject matter of this Agreement. There are no representations, warranties, terms, conditions, undertakings or collateral agreements express or implied between the Parties other than expressly set forth in this Agreement.
    7. Non-Exclusive Relationship. The Parties acknowledge and agree that this Agreement will not be interpreted so as to grant to a Party exclusive rights or to bind a Party in any way to an exclusive relationship with the other Party.
Last Update: November 29, 2021

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