SPORTEXCEL'S ZONEQUEST PARTNER PROGRAM

TERMS OF AGREEMENT - CANADA

Thank you for your interest in SportExcel’s ZoneQuest Partner Program. By participating in this Program, you have the opportunity to earn commission for promoting SportExcel’s ZoneQuest program to your supporters and contacts. This Agreement sets forth your rights and obligations as a participant in the SportExcel ZoneQuest Partner Program.

Your access to, and use of, this the Partner Program, as well as all related materials provided to you in connection therewith (collectively the “Services”) shall be subject to the following terms and conditions along with SportExcel’s Privacy Policy, the terms of which are incorporated herein by this reference, (together the “Agreement”) and all applicable laws. 

1. PARTIES.

All references to “SportExcel” herein shall mean SportExcel Inc., as well as all affiliated entities, partners, contractors, employees, officers, ownership, representatives, and assigns. All references to “You” and “Your” shall refer to the party who has accepted this Agreement and/or who otherwise participated in and enjoys the benefits of the SportExcel Partner Program. Each may be referred to herein as a “Party” and collectively may be referred to as the “Parties.”

2. INDEPENDENT CONTRACTORS.

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither Party shall have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

3. TERM AND TERMINATION.

This Agreement between you and SportExcel shall begin upon your acceptance of its terms and shall continue thereafter until terminated by either you or SportExcel as follows:

1. a) SportExcel may terminate this Agreement at any time, and in particular if you breach any of the terms of this Agreement. Any termination for fraudulent or other unacceptable behavior by you, including breach of SportExcel’s polices and terms of use, as determined by SportExcel in its sole discretion, may also result in one or more of the following actions being taken by SportExcel:         

• Termination of your affiliation with SportExcel in its entirety and termination of all services provided to you;
• Suspension of some, or all, of your privileges under the Partner Program; and/or;
• Termination of your account entirely without notice to, or recourse for you.    

1. b) Either you or SportExcel, or any successor or assign of SportExcel, in its sole and absolute discretion, may also cancel your Agreement at any time with or without cause or for any reason in either Party’s sole discretion. SportExcel reserves the right to cancel or modify this Partner Program Agreement in its entirety, including all compensation, at any time. If a notable change is made to the ZoneQuest Partner Program Agreement, including any material change to your compensation, SportExcel will provide reasonable notice by email, and/or posting a notice on the SportExcel Terms of Agreement. In the event that SportExcel or its successors or assigns cancels your Agreement, you will be provided thirty (30) days’ notice which will be sent to the e-mail address associated with your account profile with SportExcel. You shall be paid all sums due and owing through the end of the thirty (30) day notice period consistent with SportExcel’s ordinary course of business.

1. c) If this Agreement is terminated for any reason:

• Each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control;
• You shall immediately cease displaying any SportExcel Intellectual Property and/or any SportExcel trademarks or logos on any website or otherwise; and,
• All rights granted to you hereunder will immediately cease, including, but not limited to, your right to receive any payments of fees or other compensation hereunder, unless otherwise determined by SportExcel in its sole discretion.

4. COMPENSATION.

a) Unique partner URL. Upon acceptance into the SportExcel Partner Program, you will be assigned one or more unique Partner URLs, which you can use to advertise SportExcel’s ZoneQuest high-performance program. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology, hereinafter “Cookie”) will be set in the Prospect’s browser. When the Prospect creates a SportExcel account and makes a purchase by using your unique Partner URL, the Cookie on the Prospect’s browser, corresponding to your unique URL, registers a “Sale,” and each such account is a “Sold Account.” In the event that a Prospect has multiple Partner Cookies, the most recently acquired Cookie will determine which SportExcel Partner is credited with a Sale. You will be paid a commission on a monthly basis for each Sold Account that generates a payment to SportExcel.

b) Percentage earned. Since we are successful when you are successful, we want to go the extra mile for our Partners. We would like to reward our selected partners for actively promoting ZoneQuest to their membership and clients by offering a 30% commission on the ZoneQuest course (tax excluded).

c) Commission. You will collect your earnings from every fully processed sale your clients make on SportExcel’s platform. Note - when you first sign up, the first commission payment will be made within 60 days to ensure that recent sales have cleared. After the first commission payment cycle, you will then be paid your commissions on a monthly basis to your account. Canadian partners will be paid via Interac bank transfer to their Canadian bank account in CAD funds via the email that is on this agreement and on our online platform.

d) Minimum commission payment. Your commission amount must equal or exceed one hundred ($100 CAD) before you receive a payment from SportExcel. If your commissions for a given month are less than $100 CAD, your commissions will be held until your commissions equal or exceed $100 CAD.                   

e) Commissions paid following legitimate sale. Commissions are paid only for transactions that actually occur between SportExcel and a Sale. If the transaction does not actually occur, or if payment from a Sale is not actually received by SportExcel, you will not be paid a commission on the transaction. If payment for a Sold Account later results in a refund or charge-back, and if a commission was paid to you for that Sold Account payment, then the commission will be deducted from your future commissions. If SportExcel determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, no commission will be paid for such Sale. If any commissions are paid for a Sale that was produced fraudulently or as a result of any violation of this Agreement, and the fraud or violation is discovered by SportExcel after payment, such payment amounts shall be deducted from your future commissions. Since this is a monthly membership program, members may cancel their program at any time. If your member cancels, you will no longer receive a commission on sales.

f) Program pricing. SportExcel reserves the right to change the ZoneQuest program price at its sole discretion and to offer special promotions from time to time. You will receive unique Partner URLs for these promotions and have the option to promote this if you so choose. The commission paid out to you will be based on the purchase price paid by the referred client. You hereby warrant to SportExcel that you are engaged in an independent business enterprise, and that you have complied with all business requirements necessary to operate a Contractor’s business, if any, such as licensing, tax, and other business operation requirements. You shall be solely and entirely responsible for your own acts and omissions relative to the performance of services under this Agreement, and you shall determine the manner and method of performing such services and shall set your own hours in which to perform and complete such services. The parties hereto understand and agree that you are free to perform work in any capacity for other clients that you may have in your sole discretion as you see fit, except as may otherwise be prohibited by the non-solicitation and/or confidentiality provisions set forth below.

g) Tax obligations. You are responsible for any and all tax liabilities, including without limitation, income tax liabilities that arise from, or in any way relate, to any commissions you receive from SportExcel. The ZoneQuest course will be sold at a tax-inclusive rate of $24.99/month CAD to all Canadian clients. Commission will be paid to you based on the base course price by province as noted below (with taxes broken out of the total). SportExcel will send you a summary report of sales by province for that month along with an Interac bank transfer for this amount.

b) Compliance with all laws. In addition to, and without limiting the provisions of this Agreement, you shall perform all of your obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules, and regulations. Without limiting the foregoing, your government may have guidelines governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of this program, you may receive compensation for referrals made by you to SportExcel. This may establish an obligation for you to provide disclosure to consumers. Full compliance with these guidelines requires that you provide consumers with clear and conspicuous information notifying such consumers that you are being compensated for referring potential customers to SportExcel. Please refer to your government’s guidelines and statements for further information on this topic.

c) Truthful. Anything you communicate in marketing or advertising of any SportExcel service or opportunity must be true and accurate. Claims that relate to any SportExcel service or opportunity that are untrue or fraudulent are prohibited. You may not claim that any government, person, or entity endorses or supports SportExcel. You may not use the intellectual property of any other person or entity in advertising any SportExcel service or opportunity.

d) Disclaimer. In any interactions or promotions that you advertise any SportExcel service or opportunity, you must make it clear to potential purchasers that you are not an employee or representative of SportExcel Inc., but an independent contractor, and that you may receive referral payments from SportExcel in this role. All opinions expressed are your own and are not official statements of SportExcel or any party affiliated with SportExcel.

e) Non-disparagement. You are not permitted to disparage the products of services of any other person or entity, including without limitation the products or services of a competitor of SportExcel, any other customer or partner of SportExcel, or SportExcel itself.

f) Inventory loading/rebates. You will not be paid any Commission for payments made on your own User Account(s). You are not permitted to open a SportExcel account under the name of another person or entity, or under a fictitious name. You are not permitted to open a SportExcel account under any name merely for the purpose of obtaining Commissions. You may not pay for another person’s account. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to SportExcel all Commissions and Bonuses earned as a result of any such violation.

6. SPORTEXCEL INTELLECTUAL PROPERTY.

a) All materials, such as text, data, graphics files, videos and sound files, and other materials contained in the SportExcel Website and/or otherwise provided to you by SportExcel, are copyrighted unless otherwise noted and are the property of SportExcel and/or a supplier to SportExcel. No such materials may be used except as provided in this Agreement. All trade names, trademarks, and images and biographical information of people used in those SportExcel materials, including without limitation the name and trademark “SportExcel”, are either the property of, or used with permission by, SportExcel. The name “SportExcel” is a registered incorporated company in Ontario, Canada. Such materials shall be referred to herein as the “SportExcel Intellectual Property”. Use of any SportExcel Intellectual Property by you is prohibited unless specifically permitted by SportExcel and/or this Agreement. Any unauthorized use of the SportExcel Intellectual Property may violate the copyright, trademark, and other proprietary rights of SportExcel and/or third parties, as well as the laws of privacy and publicity, and other regulations and statutes.      

Nothing contained in this Agreement or in the Site shall be construed as granting, by implication or otherwise, any license or right to use the SportExcel Intellectual Property without the express written consent of SportExcel or the third-party owner.

b) No SportExcel Intellectual Property (or any mark confusingly similar to any SportExcel Intellectual Property) is to be advertised for sale or registered as a domain name by you in any fashion.

c) You may use the SportExcel mark to advertise SportExcel. Any time you use the SportExcel mark, you must do so in a way that is not likely to confuse readers or cause them to think that you are speaking for SportExcel. Whether your use of SportExcel is confusing will be determined by SportExcel in SportExcel’s sole and absolute discretion.

d) Any time you use the word “SportExcel” in writing, it must be immediately followed by the word Inc. denoting it as a registered corporation.

e) You must include the disclosure identified above in any website, social media site, email, and/or other communication or media you choose to use.

f) You may use only such SportExcel Intellectual Property, information, images, photographs, and trademarks as SportExcel may expressly authorize in writing.

7. USE OF YOUR NAME AND LIKENESS.

You grant SportExcel permission to use your company name, personal name, likeness, biographical information, and any and all photographs taken by SportExcel or its agents or employees, or submitted by you to SportExcel (hereinafter “Photographs”) in any media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of SportExcel or any product or service sold and marketed by SportExcel. You agree that this authorization to use photographs may be assigned by SportExcel to a third party in SportExcel’s sole discretion. You agree that that the photographs may be combined with other photographs, sounds, text and graphics, and that the photographs may be manipulated, cropped, altered, or modified in SportExcel’s sole discretion. You agree not to charge a royalty or fee, and not to make any other monetary assessment against SportExcel in exchange for this Release and Assignment. You hereby release and forever discharge SportExcel from any and all liability and from any damages you may suffer as a result of the use of the photographs and/or other related materials.       

8. PROHIBITED ACTIVITY.

SportExcel has the right to terminate this Agreement at any time if you engage or have ever engaged in any of the following:

1.  Harmful acts. Any dishonest or unethical business practice; any violation of the law; infliction of harm to SportExcel’s reputation; and the violation of the rights of SportExcel or any third party.
2. “Spamming" and unsolicited communications. Any communications sent or authorized by you deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third-party blogs) will be deemed a material threat to SportExcel’s reputation and to the rights of third parties.          It is your obligation, exclusively, to ensure that all business communications comply with your governing authority’s anti-spamming laws.
3.  Offensive communications. Any communication sent, posted, or authorized by you, including without limitation postings on any website operated by you, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another. 

9. OTHER VIOLATIONS OF SPORTEXCEL TERMS OF USE.

Any other acts by you that violate any other terms of use regarding the SportExcel Website, your account with SportExcel, and/or any other agreement between you and SportExcel, including the SportExcel Privacy Policy.

10. INDEMNITY.

You agree to defend, indemnify, and hold harmless SportExcel, its officers, directors, employees, affiliates, contractors, owner(s), parent company, and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of your conduct, acts or omissions. Your indemnity obligation includes, but is not limited to, any third-party claim against SportExcel for liability for payments for, damages caused by, or other liability relating to, You.       

                                                            11. NO WARRANTY; NO LEADS.

SportExcel does not promise, guarantee, or warrant your business success, income, or sales. You understand and acknowledge that SportExcel will not at any time provide sales leads or referrals to you. Additionally, SportExcel’s website(s) are provided “as is” without warranty of any kind, either express or implied, including without limitation implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. SportExcel makes no representation or warranty as to the accuracy, reliability, timeliness, or completeness of any material on or accessible through any SportExcel website or service. Any reliance on, or use of, such materials shall be at your sole risk. SportExcel makes no representation or warranty (a) That any SportExcel website or service will be available on a timely basis, or that access to any SportExcel website or service will be uninterrupted, error-free or secure; (b) That defects or errors will be corrected; or (c) That any SportExcel website or the servers or networks through which any SportExcel website is made available are secure or free of virus or other harmful components. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

12. LIMITATION OF LIABILITY.

You agree that in no event shall SportExcel’s liability to you for a claim of any kind or description exceed the amount of any commissions and bonus payments paid to you for the two (2) month period preceding the date in which the facts giving rise to a claim against SportExcel occurred. You waive any right to special, indirect, or consequential damages of any kind or description.          

You agree to protect, indemnify, and hold SportExcel, its officers, directors, employees, owners, affiliates, and representatives harmless from, and against all claims, demands and causes of action of every kind and character without limit out of, and/or related to, your participation in the SportExcel Affiliate Program.

13. ASSIGNMENT.

SportExcel may assign its rights under this Agreement at any time, without notice to you. Your rights arising under this Agreement cannot be assigned without SportExcel or its assigns express written consent.

14. NOTICE.

Any notice required to be given to SportExcel under, or related to, this Agreement shall be in writing, addressed as follows: SportExcel e-mail: [email protected]                                                                                        SportExcel will send notices to you at the e-mail address you provided to SportExcel. Any notices shall be deemed delivered to you when sent by SportExcel. You are solely responsible for addressing any technical failures related to your e-mail address or server, and for reading any e-mail sent to you.

15. MISCELLANEOUS.

a)Severability. It is agreed that if any provision, or part of a provision, of this Agreement is held to be invalid or unenforceable under any applicable statute or rule of law, then the parties shall use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the purposes intended under the original provision and to allow the parties to have the intended benefit of their bargain. If it cannot be so reformed it shall be omitted. The balance of this Agreement shall remain valid and unchanged and in full force and effect.

b) Assignment. This Agreement may not be assigned or sublicensed by you in whole or in part (by contract, merger, operation of law or otherwise) without the prior written consent of SportExcel. This Agreement shall be binding upon and ensure for the benefit of the successors in title of the parties hereto.

c) No Third-Party Beneficiaries. No person not a party to this Agreement shall have or acquire any rights by reason of this Agreement nor shall any party hereto have any obligation or liability whatsoever to any such person by reason of this Agreement, except as otherwise expressly provided for herein.

d) Headings. Headings to clauses in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.

e) Governing Law/Dispute Resolution. SportExcel may modify and/or revise this Agreement from time to time by updating this posting. You acknowledge and agree that you shall be bound by any such revisions and that you should therefore periodically visit this page and the Terms noted on our website to review the current terms and conditions to which it shall be bound. The laws of the Province of Ontario, Canada shall govern this Agreement. The parties hereby submit to the exclusive jurisdiction of the provincial court in Ontario, Canada.

f) Force Majeure. Neither party shall be liable to the other for acts beyond its reasonable control including, but not limited to, acts of God, or public enemy, the acts or failure to act of any governmental authority, acts of civil or military authority, labor disputes, fires, wars, embargoes, epidemics, floods, unusually severe weather, or shortage or absence of power (including primary power and failure of backup systems).

g) Entire Agreement. This Agreement, together with the Terms of Agreement and SportExcel’s Privacy Policy as noted on our websites, all exhibits and attachments, constitute the entire agreement and understanding between the parties relating to the subject matter hereof, supersede all other agreements, oral or written, between the parties. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement.                                                

Update: November 8, 2021