This Agreement constitutes the entire terms and conditions that apply to the CanadaRugbyShop.com Affiliate Program. As used in this Agreement, "we" and "CanadaRugbyShop.com" means CanadaRugbyShop Inc. at, inter alia, the web addresses of CanadaRugbyShop.com, and "you" means the affiliate applicant. "Site" means a World Wide Web site and, depending on the context, refers either to CanadaRugbyShop.com's site or to the site that you will link to our site. The CanadaRugbyShop.com Affiliate Interface means the central interface that affiliates are required to log into, to access CanadaRugbyShop.com's affiliate code and to track sales.

1. Application and Approval
To apply to join the Program, you must submit a complete Program application on our site. You will then be able to login and link to CanadaRugbyShop.com. However, we may still reject your application at any stage if we decide, at our sole discretion, that your site is unsuitable for the Program on certain grounds which include but are not limited to those that: promote or encourage illegal and objectionable material, or infringe the intellectual property rights of others.

2. Order Monitoring
We will monitor and process orders for products placed by customers who follow special links from your site to our site. You will be able to obtain access to reports summarizing the sales activity. The form, content, and frequency of the reports may vary from time to time at our sole discretion. To enable accurate monitoring, reporting, and royalty collection, it is your responsibility to ensure that the special links between your site and our site are properly formatted and include your unique Affiliate ID. When a customer comes to our site from your links, our web server logs your Affiliate ID, and this is used to monitor orders which were referred by your site. Due to possible stock out problems, customers changing their minds, or fraudulent orders, you are only eligible for a royalty payments when an order is actually shipped. When an order is only partly shipped, you will receive a royalty payment for that amount only. We also reserve the right to deduct a royalty amounts in the event that the order is later refunded, turns out to be fraudulent, or credit card charges are later reversed by the customer.

3. Qualifying Products
In order for a product sale to qualify for a royalty payment, the customer must follow a link in the format specified by us from your site to ours; purchase the product using our online ordering system; accept delivery of the product at the shipping destination; and remit full payment to us - what we call a payable purchase. We reserve the right to reject orders that do not comply with the prevailing requirements which we may impose from time to time, in which event no royalty payment will be payable on such non-qualifying order. We will credit your site for every payable purchase a customer makes subject to the conditions in section 2., above.

4. Royalty Payments
You will earn royalty payments based on the actual sale price of our products at the time of the sale. Actual sale price means the sale price a customer pays for a product and excludes costs for shipping, handling, gift wrapping, returns, charge backs, fraud, exchanges, credit card processing fees and taxes. Royalty payments are not payable on CanadaRugbyShop.com gift vouchers.

The current royalty rate is 5% of the listed price (the price listed on each product page on our website) for all products featured on our site. We will pay royalties on a monthly basis approximately 20 days after the last day of each month providing the sales date is greater than 20 days and only if the amount owing is greater than $CAN50.

Payments will be by direct bank credit for all royalty amounts where the sale was more than 30 days prior to the payout date, less any taxes that we are required by law to withhold for direct credit payments. We are also not responsible for any bank charges or tariffs imposed by your bank.

Royalties due for amounts under $CAN50.00 will be withheld until the total amount due is at least $CAN50.00 or, if earlier, until this Program is terminated. Royalties paid for returned products will be deducted from the corresponding royalty of your next payment. If no royalties are payable during the next twelve payout dates (1 year), you will be invoiced for the overpayment.

5. Policies and Pricing
Customers purchasing products through this Program will be treated as customers of CanadaRugbyShop.com and will be subject to all our rules, policies, and operating procedures concerning customer orders, customer service, and product sales. Our policies and operating procedures may be varied from time to time including the prices of our products in line with our own pricing policies.

6. Your Site
You will be solely responsible for the development, operation, and maintenance of your own site and for all materials that appear on your site. Accordingly, you will be solely responsible for ensuring that materials posted on your site are not illegal and do not violate or infringe the rights of any third party including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights. We disclaim all liability whatsoever in respect of these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance, and contents of your site.

7. Term of the Agreement
The Term of this Agreement will commence upon our acceptance of your Program application and will end when terminated by either you or us in accordance with this Agreement. Either party may terminate this Agreement at any time for any reason by giving the other party written notice of termination. You are only eligible to earn royalties on payable purchases occurring during the Term. Royalties earned prior to the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time in order to calculate adjustments for returns and cancellations.

8. Variation
We may vary any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Variations may include changes in the scope of available royalties, royalty schedules, payment procedures, and Program rules. If any variation is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Program following our posting of a change notice or new agreement on our site will constitute binding acceptance by you of the change.

9. No Partnership
Nothing in this Agreement will create or be deemed to 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 anything in this Agreement.

You must not indicate that you are "part of" CanadaRugbyShop.com, "partners" with us, or that you "work for CanadaRugbyShop.com".

10. Limitation of Liability
We will not be liable for any 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. Further, our aggregate liability arising with respect to this and the Program will not exceed the total royalties paid or payable to you under this Agreement.

11. 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, non infringement, 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 our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. We also make no guarantee whatsoever regarding the number and value of sales that you will obtain through CanadaRugbyShop.com Affiliate Program.

12. 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.

13. Miscellaneous
The laws of Ontario, Canada will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts of Ontario in Canada, and you irrevocably consent to the jurisdiction of such courts. 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 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.

14. Graphics
We will make available to you, small graphic images that your visitors can click on to go through to our site and credit you when they purchase an item. You are invited to prominently display this logo or the phrase "in association with CanadaRugbyShop.com" somewhere on your site.

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