Tour Read™ Golf Standard Affiliate Agreement
Last Revised: December 18th, 2023
These Affiliate Terms and Conditions (the “Agreement”) are entered into by and between Turbo Buzzer Inc. (the “Company”) and it’s affiliates (the “Affiliate”) (collectively Company and the Affiliate, referred to as the “parties”), for the purpose of the Affiliate promoting, on behalf of the Company, the Company’s software program known as “Tour Read™ Golf – Green Reading App” and any accompanying software products and related services of the Company (collectively the “Software”).
The terms and conditions set out in this document, as amended from time to time (the “Terms”) are an agreement between you and the Company and govern your use of and participation in The Tour Read™ Golf Affiliate Program (collectively referred to as the “Program”).
1. UNIQUE AFFILIATE URL, ACCEPTANCE AND TERM OF AGREEMENT
The Affiliate will be provided by the Company with a unique Affiliate URL to promote the Software. Use or promotion of this Affiliate URL by the Affiliate in any way constitutes acceptance by the Affiliate of all terms of the Agreement.
The term of this Agreement (“Term”) will begin on the date of the first promotion or use of Affiliate URL (“Effective Date”) by the Affiliate and will end when terminated by either party upon prior written notice of termination.
Either party may terminate this Agreement at any time, with or without cause, by giving the other party prior written notice of termination. Notwithstanding the termination of this Agreement, the restrictions and obligations contained in Clauses 5, 6, 7, 8, 9, 10 and 11 shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind the Affiliate, its successors, heirs and assigns for a period of two years.
2. COMMISSION FEES AND PAYMENT
Commissions Fees: Unless otherwise agreed in writing, the Affiliate will earn a 20% commission on the net Software subscription fees actually paid to the Company for the initial term of the subscription, from the Apple App Store or similar service, in respect of the download and installation of the product by or on behalf of customers using the Affiliate’s unique URL. Commissions will be calculated on software subscription fees, net of any promotional discounts, store fees, taxes and credit card processing fees adjusted for chargebacks, returns and other downward adjustments. Commissions only apply to the initial customer subscription term and not to any subscription renewals. The Company may cancel any Affiliate URL and stop paying the Affiliate commissions at any time.
Payment: Commissions will be aggregated and paid electronically on a calendar quarterly basis. At the end of each quarter, payments above the minimum payment will be made within 30 days of the end of such quarter. Minimum payment is $200. The Affiliate is required to provide a valid and mutually agreed method of payment or payment credentials (such as an online payment or transfer instructions)) to receive payment.
The Company may modify any of the terms and conditions of this Agreement, at any time and in its sole discretion, by posting a change notice or new Affiliate terms and conditions on the Company’s site (currently https://TourReadGolf.com/affiliate-terms) (the “Site”). Modifications may include, without limitation, for example, changes in the percentage or calculation of available commission fees, payment procedures, or other terms. IF ANY MODIFICATION IS UNACCEPTABLE TO THE AFFILIATE, THE ONLY RECOURSE IS TO DISCONTINUE USE AND PROMOTION OF YOUR AFFILIATE URL AND TERMINATE THIS AGREEMENT. CONTINUED PARTICIPATION IN THE PROGRAM OR USE OF THE AFFILIATE URL FOLLOWING THE COMPANY POSTING A CHANGE NOTICE OR NEW AGREEMENT ON THE SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
4. ACCEPTABLE PROMOTION
The Affiliate agrees that they will NOT will not use illegal or objectionable promotional methods or materials such as unsolicited email (SPAM) or other electronic messages, offensive materials, or materials to which they do not own or have the valid right to use, the intellectual property rights, when promoting the Software. The Affiliate shall, at all times, abide by Canada’s anti-spam legislation (commonly known as CASL) and any similar legislation that applies to the Affiliate. The Affiliate shall, at all times, respect the copyrights, trademarks and patents of the Company and make reasonable efforts to properly display such when promoting the Software. Any affiliates using illegal or objectionable promotional methods or materials in any form may be immediately terminated and all payments will immediately cease. The final determination of what is acceptable when promoting the Software will be at the sole discretion of the Company.
5. SOFTWARE A TRADE SECRET
The Software is proprietary and a valuable trade secret of the Company. It is entrusted to the Affiliate only for the purpose set forth in this Agreement.
The Affiliate acknowledges that this Agreement does not grant them any right to use the Software for any use other than its sale to end users pursuant to this Agreement. The Affiliate may not reproduce or distribute the Tour Read data or charts from the Software in any form. The Affiliate will not attempt to attempt to reverse engineer, decompile or disassemble the Software or any portion of it. The Affiliate will not develop other software that would compete with the Software.
6. DISCLAIMER OF WARRANTY
THE SOFTWARE IS PROVIDED AS IS, AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO IT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (TOUR READ GOLF PARTIES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF COMMISSIONS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, DAMAGE TO REPUTATION OR OTHER INTANGIBLE LOSSES), WHETHER BASED ON BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION (WHETHER NEGLIGENT OR OTHERWISE), BREACH OF WARRANTY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH (I) THE USE OR INABILITY TO USE THE PROGRAM; (II) THE ACCURACY OR EFFECTIVENESS OF THE PROGRAM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF THE CONTENT ON OR IN THE PROGRAM; OR (IV) ANY OTHER MATTER RELATING TO THE PROGRAM. IN NO EVENT SHALL THE MAXIMUM LIABILITY OF TOUR READ GOLF OR ANY TOUR READ GOLF PARTY IN THE AGGREGATE, EXCEED THE AMOUNT OF $200.
8. INDEPENDENT INVESTIGATION
THE AFFILIATE ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. THE AFFILIATE UNDERSTANDS THAT THE COMPANY 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 THE AFFILIATE’S WEB SITE. THE AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
9. NO RIGHTS GRANTED
This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in the Software or the Company’s trade secrets to the Affiliate. The Affiliate may not sell or transfer any portion of the Software to any third party or use the Software in any manner to produce, market or support its own products. The Affiliate shall not identify the Software as coming from any source other than the Company.
10. NO ASSIGNMENT
The Affiliate shall not assign or otherwise transfer any rights or obligations under this Agreement.
11. GENERAL PROVISIONS
(a) Entire Agreement: These Terms constitute the entire agreement between the parties regarding the Affiliate’s use of the Program and supercede any previous oral or written representations, negotiations or agreements.
(b) Relationships: Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
(c) Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as to best effect the intent of the parties.
(d) 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.
(e) Waiver: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
(f) Governing Law and Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario, Canada. The parties consent to the Province of Ontario as the exclusive jurisdiction and venue for any action arising out of or relating to this Agreement.
® & © Turbo Buzzer Inc. (Tour Read Golf) (All Rights Reserved)