Please read carefully all the terms and conditions of this license agreement.
By clicking the "I ACCEPT", you agree to be bound by the terms and conditions of
TERMS AND CONDITIONS
This agreement contains the complete terms and conditions that apply to an individual
or entity (the "Affiliate") for participation in the DynIP Affiliate Program
(the "Program") operated by CanWeb Internet Services Ltd ("CanWeb"). As used in this
Agreement: "Service" means any service/product offered for sale in the Program. "Site"
means a World Wide Web site and, depending on the context, refers to the DynIP.com site
or to the site that the Affiliate applicant will link to DynIP's site.
The Affiliate is hereby granted the non-exclusive, non-transferable, world-wide right
to promote DynIP Services on the Affiliate's site using materials provided by CanWeb
and to link to DynIP's site for the purpose of providing information, evaluation copies
and registrations/orders of services.
CanWeb shall have absolute discretion as to whether or not it accepts or continues with
a particular applicant or Site for participation in the DynIP Affiliate Program.
Without limitation, the following are some examples of sites that are not eligible for
- Sites which contain material that infringes the rights of others (including but not
limited to copyright and other intellectual property rights) or which promotes copyright
piracy (i.e., unauthorized MP3s, 'warez', emulators, or cracks, etc.)
- Sites with pornography, adult content, sexual or erotic material or sites that contain
links to such content
- Sites with gratuitous displays of violence, obscene or vulgar language, and abusive
content or content which endorses or threatens physical harm
- Sites promoting any type of hate-mongering (i.e., racial, political, ethnic, religious,
gender-based, sexuality-based or personal, etc.)
- Sites that participate in or transmit inappropriate newsgroup postings or unsolicited
e-mail (spam) sites promoting any type of illegal substance or activity
(i.e., illicit drugs, hacking, etc.)
- Sites with illegal, false or deceptive investment advice and money-making opportunities
- Sites with any type of content reasonable public consensus deems to be improper or
ABILITY TO ENTER INTO CONTRACT
In order to participate as an Affiliate for CanWeb, all participants must be at least eighteen
years of age and not less than their country's legal age for entering into a contract.
Applicants represent and warrant that all information submitted to CanWeb shall be true,
accurate and complete.
The Affiliate may be approved to list one or more of the Service items on its Site. For
each Service item, the Affiliate will display on its site promotional material provided by
CanWeb that may include a short description, review or other reference. The Affiliate will
be responsible for the placement of these references and will provide a special link from
each Service reference to the DynIP web site. Each link will use a special link
format provided by CanWeb.
The Affiliate agrees to represent DynIP, CanWeb and the Service in a manner acceptable to
CanWeb. Affiliates may NOT make modifications to electronic promotional and support
material provided by CanWeb. The Affiliate agrees to update promotional and support
material on its site in a timely fashion when such updates are provided by CanWeb.
Affiliates will display the phrase "in association with DynIP" somewhere on its site
with a link to the following message: Authorized affiliates list services for purchase
through DynIP. If you have any questions about an order you have placed for DynIP Services
please call 519-332-6900 or send email to email@example.com. Dynip and Dynip logos are
trademarks of CanWeb Internet Services Ltd., and used by affiliates with permission.
CanWeb makes no representations or warranties with respect to the continued availability
of any of the Services, or the nature or availability of any future modifications or
updates. Similarly, CanWeb makes no representations with respect to any new service
offerings it may make in the future, the compatibility of such Service, or the availability
of such new Service to the Affiliate.
The Affiliate acknowledges that all copyright, patent, trade secret, trademark and other
intellectual and proprietary rights to the Service and related materials are and remain
the property of CanWeb and/or it suppliers. The terms of this agreement are confidential
and shall not be disclosed to third parties. The Affiliate agrees to use the DynIP logos
provided with all advertisements, promotions and distribution of the service, but for no
other use. The Affiliate's use of such logos will be in accordance with DynIP's current
policies regarding their usage, and shall identify them as trademarks of CanWeb used with
permission. The Affiliate shall advise CanWeb of any infringement of the Services, related
materials, and trade-marks that it becomes aware of.
REFERRAL FEES, PAYMENTS AND POLICIES
CanWeb Internet Services Ltd. will pay the Affiliate referral fees on Service sales to
customers based on the DynIP Affiliate Commission Schedule, provided that the customer
follows a special link (as described above) from the Affiliate's site to DynIP's web site,
order the service using CanWeb's automated ordering system and remit full payment to
CanWeb via a valid credit card account. CanWeb will not pay referral fees on Services
that are purchased by customers directly from the DynIP web site (instead of through a
special link from the Affiliate's site), even if the customer previously followed a link
from the Affiliate's site to our site.
Commission rates are reviewed on an annual basis and are adjusted based on the previous
year's total sales. CanWeb may amend its DynIP Affiliate Commission Schedule at any time.
The Affiliate will earn referral fees based on a percentage of the actual price of the
Service, according to fee schedules to be established by us from time to time. Actual
price means the price paid by the client for our service excluding taxes. The Affiliate
is responsible for all of its own costs, and will not be paid or reimbursed for any amounts
other than as described on the fee schedules.
We mail checks in US dollars during the first month of each calendar quarter for all revenue
earned during the previous quarter.
CanWeb will mail checks for Affiliates by the 15th working day of each quarter, if the
Affiliates account balance is equal to or greater than $25. If the balance is less than
$25, the balance will carry over in the Affiliate's account to the next quarter until such
time that the balance is equal to or greater than $25. All amounts are stated in and all
payments will be made in US funds.
Affiliates will keep their payment address and complete contact information, including
telephone number and e-mail address, up-to-date in their Affiliate account profile. CanWeb
may provide notice to Affiliates by a notice placed on the DynIP site and/or an e-mail sent
to the address listed in the Affiliate profile. Affiliates who fail to keep this information
current and complete cannot hold CanWeb responsible for late or misdirected payment of earned
If a purchase that generated a referral fee is reversed (charged back) on the customer's
credit card by the customer, CanWeb will deduct the corresponding fee from the Affiliate's
next payment. If there is no subsequent payment, CanWeb may at CanWeb's option invoice the
Affiliate for the referral fee.
Any Affiliate that CanWeb removes from the Affiliate Program will receive no credit or payment
for sales made after such removal.
Customers who buy service through this Program will be deemed customers of CanWeb.
Accordingly all CanWeb's rules, policies, and operating procedures concerning customer
orders, service and sales will apply to those customers. CanWeb may change its policies
and operating procedures at any time.
CanWeb will determine the prices to be charged for Services sold under this program in
accordance with its own pricing policies. Since service prices may vary from time to
time, the Affiliate may not include pricing information on its service descriptions.
CanWeb will notify the Affiliate of any price change via email.
REMOVAL FROM PROGRAM
CanWeb reserves the right to terminate the participation of any Site for any reason in its
sole discretion, but expressly including, without limitation, any Affiliate site that CanWeb
judges to be in violation of the Terms and Conditions.
Affiliates in violation of CanWeb's Terms and Conditions will be immediately deactivated.
CanWeb may deactivate Affiliates with no prior notification, though CanWeb will attempt to
notify the deactivated Affiliate via the e-mail address provided by the Affiliate. Affiliates
found in violation of the Terms and Conditions will not receive any credit or payment from
CanWeb. Affiliates that are terminated by CanWeb on any basis other than violation of these
Terms and Conditions will be entitled to receive any payment due from CanWeb earned up to the
Upon termination of an Affiliate from the DynIP Affiliate Program, for any reason and by either
party, the Affiliate shall immediately remove all HTML insertion codes, promotional and support
material from all pages where the Affiliate had inserted such content.
The entire risk arising out of use or performance of the Service is with the customer, as is
more particularly described in CanWeb's end-user agreement with the customer. The entire risk
arising out of this Agreement is with the Affiliate. CanWeb and its suppliers make no warranties
or conditions, express or implied, and excludes and disclaims any and all implied warranties or
conditions including, without limitation, those of merchantability or fitness for a particular
purpose. In no event will CanWeb or its suppliers be liable to the Affiliate for any direct,
indirect, special, punitive or consequential damages (including but not limited to damages for
loss of business, profits, business interruption and the like), or any other damages arising in
any way (even if advised of the possibility of such damages and regardless of the form of action
whether in contract, tort, strict liability, operation of law or otherwise) for any reason whatsoever.
Some jurisdictions do not allow the exclusion or limitation of direct, indirect, incidental, or
consequential damages, so the above limitation may not apply to the Affiliate. In all circumstances,
the maximum amount that CanWeb or its suppliers may be held liable for, for any reason whatsoever is
the commission paid to the Affiliate by CanWeb for the 3-month period preceding the month in which
the cause of action arose.
The parties acknowledge that CanWeb has set its prices and entered into this Agreement in
reliance on the limitations of liability and disclaimers of warranties and damages set forth
herein, and that the same form a fundamental and essential basis of the bargain between the parties.
They shall apply even if this Agreement is found to have failed in its fundamental or essential
purpose or been fundamentally breached.
The Affiliate and CanWeb are independent contractors, each in full control of its own business.
This Agreement does not establish a joint venture or partnership between them. Neither party is
the agent of the other and neither has the authority to bind the other in respect of any third party.
Neither party will under any circumstances hold itself out to be a partner, employee, franchisee,
legal representative, servant or agent of the other.
This Agreement contains the complete and exclusive statement of the Agreement between the parties
and supersedes all prior and contemporaneous agreements, purchase orders, understandings, proposals,
negotiations, representations or warranties of any kind whether written or oral. No oral or
written representation that is not expressly contained in this Agreement is binding on either party.
This Agreement cannot be amended or modified, other than by a change made in writing, dated and
executed by the parties.
This Agreement shall be interpreted in accordance with and governed by the laws of the Province
of Ontario, Canada, excluding conflicts of laws provisions and excluding the United Nations
Convention on Contracts for the International Sale of Goods. The parties hereby submit to the
non-exclusive jurisdiction of the courts of Ontario, and the Federal Court of Canada. Any actions
against CanWeb must be commenced in the courts of Ontario or the Federal Court of Canada.
This Agreement may not be assigned by the Affiliate without the express, written consent of CanWeb.
CanWeb may assign or sublicense this Agreement or its obligations hereunder without consent where
such assignment is to an affiliated or acquiring company.
All required notices, or notices which may be provided in accordance with this Agreement, shall be
in writing and shall be duly provided for if the notice is remitted to its addressee by courier,
mail, email or facsimile, to the address contained on the Affiliate Application, or such other
address as the party which is to receive the notice indicates to the party providing the notice, in
the manner provided for in this section. Every notice delivered in the manner provided for herein
shall be deemed to have been received: when delivered or by facsimile the first business day after
the date received; or the fifth business day (10 business days if the Affiliate is from outside
North America) following the date of mailing, if sent by mail.
CanWeb Internet Services Ltd. - DynIP Affiliate Confidential Commission ScheduleEffective as of March 31, 2003.
Commission rates are reviewed on an annual basis and are adjusted based on the previous year's
Commission Rate Schedule
|Annual Sales* (US Dollars)
|Up to $ 1000
||Over $ 1000
|Over $ 2500
*of eligible products and services excluding taxes
Eligible Products and Services
||US List Price
|DynIP Enterprise Edition
Note: Prices subject to change.
Contact CanWeb Internet Services for current pricing and product offerings.
Your commission earnings are based on how much you sell in any three month period (a quarter
year or Quarter) and your previous year's sales history. If you're just starting out, you
simply use the quarterly sales.
Using the chart below as an example, say you sold $1,400 worth of eligible products or services
in the first 3 months. Your 'Sales' are $1,400 and (from the Commission Schedule Chart above)
you'll be eligible for a 12.5% percent commission rate to earn $175.00. During the next quarter
(Q2) you sell only $500 in products. But your total sales (your Annual Sales to Date) are now
$1,900 so you remain eligible for a 12.5% commission rate. So you generate $62.50 in earnings.
As your Annual Sales continue to increase throughout the year, your Commission Rate continues to
rise. Our example below shows a 15% rate at the end of the first year (Q4).
This becomes your starting rate for the next year!
Commission rates are reviewed on an annual basis and are adjusted based on the previous year's
total sales. Your rate won't go down during the second year. If Year 2 sales drop, we adjust
the starting rate for the following (third) year based on your total Year 2 Sales. If your sales
keep increasing, so does your Commission Rate!
Example:Annual Sales to Date sets your Commission Rate
Sales this Quarter x Commission Rate = Referral Fees Earned
||Annual Sales to Date
||Referral Fees Earned
||$ 62.50 US
||$ 75.00 US
* Year 1 Commission Rate reached 15.0% !! You automatically start Year 2 at this level.
** Year 2 Annual Sales level falls within the 15.0% commission range.