Bidali Inc., a Canadian privately controlled corporation, its affiliates, and subsidiaries ("Bidali", "we", "us" and "our") provide products and services that enable individuals and businesses (individually a "Customer", "you", "your" and collectively "Customers") to purchase gift cards, vouchers and other prepaid products, earn rewards or receive exclusive offers ("Products"), and to share these Products with other Customers as well as enable business Customers to offer such Products and distribute these Products to other Bidali Customers, their customers and employees (collectively such services will be known as, the "Services").
This Affiliate Program Agreement (the "Agreement") outlines the terms and conditions (the "Terms") for how you can earn rewards by inviting eligible friends, family members, employees, co-workers and other known contacts (each, an "Invitee") to create a user account with Bidali (a "Bidali Account") or performing certain actions while using the Bidali Services.
Please read these terms and conditions carefully before signing up for and/or participating in the Bidali Affiliate Program (the "Program").
In these Terms, the following definitions apply:
This Agreement is between you or a corporation or other legal entity ("Organization") you represent and are authorized to act for (referred to herein as "Participant", "you", "your") and Bidali Inc. ("Bidali", "we", "our", or "us") (collectively, the "Parties", and each a "Party"). Your participation in the Program is conditional on your acceptance of the Terms of this Agreement.
Some types of Program activities may require that you agree to additional terms ("Additional Terms"). Such Additional Terms will be explicit and will reference this Agreement. In the event of a conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will govern, to the extent of such conflict or inconsistency.
If you do not agree with or you are not comfortable with any aspect of this Agreement, you should immediately discontinue access or use of our Services.
During the Program Duration, as a Participant, you may participate in the Program, if you are a person that is at least 14 years of age, by first creating a Bidali Account, and then by inviting your friends and known contacts to create their own Bidali Account and/or by performing certain actions while using the Bidali Services. Such actions may include, but are not limited to, connecting your bank account, debit and/or credit card information, providing personal information or feedback, gifting Rewards to known contacts, and making purchases of products offered within the Bidali Services.
Rewards can be earned when you successfully perform certain actions while using the Bidali Services or by Invitees successfully creating a Bidali Account or performing certain actions while using the Bidali Services.
Each Participant may be issued only one unique Referral Code and/or one unique API Key for referring Invitees, regardless of whether the Participant uses separate email addresses to sign up for the Program. Bidali will not honor referral Rewards for multiple email accounts from the same Participant nor will Bidali aggregate any referral Rewards earned under separate email accounts of the same Participant.
Each Invitee may only make use of one unique Referral Code or API Key for creating a Bidali Account, regardless of whether the Invitee received or had access to separate unique Referral Codes from different Participants. Referral Rewards are attributed to the unique Referral Code or API Key used that resulted in the Invitee successfully creating their Bidali Account.
In the case of the Participant earning Rewards for performing particular actions themselves, such as claiming an offer, providing personal information or feedback, and/or making a purchase, the Participant will have Rewards credited to their own Bidali Account and will not need to utilize a unique Referral Code.
In the case of the Participant earning Rewards for an Invitee performing particular actions, such as claiming an offer or making a purchase, the Invitee may make use of more than one unique Referral Code or API Key. Referral Rewards are attributed to the unique Referral Code or API Key used that resulted in the Invitee completing a particular action. If a unique Referral Code or API Key was not used when the Invitee completed the action, the Participant will not receive any referral Rewards.
The Rewards will be credited to your Bidali Account Balance and will be accessible and displayed within the Bidali Services, particularly, the Bidali Sites and Mobile Apps.
You may redeem credited Rewards at any time by accessing your Bidali Account via the Bidali Services, particularly the Bidali Sites and Mobile Apps.
These Rewards may only be redeemed for products and services offered within the Bidali Services. They have no direct cash value and are not redeemable for cash. You can gift these rewards to other users of the Bidali Services. At Bidali's discretion, Bidali may purchase these Rewards from you and credit your connected bank account, credit card, and/or debit card.
Once Rewards have been redeemed, your Bidali Account Balance will be reduced by the amount claimed.
You agree that as a Participant you will bear all costs and expenses related to your marketing or promotion of Bidali Services, and, as applicable, your Applications, or any other products or services associated with your participation in the Affiliate Program (collectively, "Participant Marketing Activities") in any area, location, territory or jurisdiction, unless otherwise determined by Bidali in its sole discretion.
In addition, Bidali, in it's sole discretion, may choose to announce and/or market a relationship with a Partner.
Without limiting the generality of the foregoing, a Participant shall not:
In addition to, and without limiting the provisions of this Agreement, the Participant shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
A Participant shall promptly inform Bidali, as set out below, of any information known to the Participant that could reasonably lead to a claim, demand or liability of or against Bidali by any third party, within fourty-eight (48) hours of becoming aware of such information.
A Participant shall promptly inform Bidali, as set out below, if they are aware of any individuals or entities that are using the Bidali Services to launder money or finance terrorist activities, within fourty-eight (48) hours of becoming aware of such information.
You represent and warrant that you shall:
To become a Participant, you must create a Participant Account by providing all information indicated as required. Bidali may reject an application for a Participant Account for any reason, in its sole discretion. You acknowledge that Bidali will use the email address provided by the Participant as the primary method for communication. You are responsible for keeping your Participant Account password secure. Bidali cannot and will not be liable for any loss or damage arising from a Participant's failure to maintain the security of their Participant Account and password.
If you sign up for a Participant Account on behalf of a legal corporate entity or other organization ("Organization"), this Organization shall be deemed to be the Participant for the purpose of this Agreement, and you represent and warrant that you have the authority to bind this Organization to this Agreement. Each Participant is responsible for assuring that its directors, shareholders, employees, subcontractors, subsidiaries, agents and affiliates comply with this Agreement.
During the term of this Agreement, Bidali hereby grants to Participant a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use the Bidali Creative and Services solely as necessary to perform Participant's obligations under this Agreement.
Bidali Creative and the Bidali brand guidelines ("Bidali Trademark Usage Guidelines") can be accessed on our Brand Resources web page. By using the Bidali Creative, you indicate your acceptance of our Bidali Trademark Usage Guidelines and you understand that a violation of these guidelines or this Agreement may result in the termination of your license and/or permission to use the Bidali Creative.
As between the Participant and Bidali, the Bidali Creative, all demographic and other information relating to Customers, Invitees, prospective Participants and Partners, the Services, Customer Data and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property, including partner feedback to Bidali concerning the Affiliate Program, the Bidali Services, or the Bidali Creative ("Feedback"), used by or on behalf of Bidali or otherwise related to the Services, Affiliate Program, Bidali, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, "Bidali Property") shall be and remain the sole and exclusive property of Bidali.
To the extent, if any, that ownership of any Bidali Property does not automatically vest in Bidali by virtue of this Agreement, or otherwise, and vests in Participant, Participant hereby transfers and assigns to Bidali, upon the creation thereof, all rights, title and interest Participant may have in and to such Bidali Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
You shall not, now or in the future, apply for or contest the validity of any Bidali Creative and you shall not, now or in the future, apply for or use any term or mark confusingly similar to any of the Bidali Creative.
The Bidali Affiliate Program, the Services (including without limitation the Bidali SDKs and APIs), Developer Tools, Bidali Data, and the Bidali Creative are provided "as-is", "where-is", with all faults, on an "as-available" basis. Bidali makes no warranties hereunder, and Bidali expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, Bidali further disclaims all representations and warranties, express or implied, that the Services (including without limitation the Bidali SDKs and APIs), the Bidali Trademarks, and the Bidali Creative satisfy all of the Participant's or businesses that Bidali works with requirements and will be uninterrupted, error-free or free from harmful components.
"Confidential Information" shall include, but shall not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs, brand discounts, offers, coupons, and Rewards offers and balances, price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Bidali and Participant, Customer Data is the Confidential Information of Bidali.
Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 8 (Confidentiality). Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than:
Bidali shall have no liability with respect to the Bidali Affiliate Program, the Services, the Bidali Creative or Bidali’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Services, the Bidali Creative, or Participant's participation or inability to participate in the Bidali Affiliate Program even if Bidali has been advised of the possibility of such damages. In any event, Bidali’s liability to the Participant under this Agreement for any reason will be limited to any Rewards owed to the Participant by Bidali immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts.
The relationship between a Participant and a Customer is strictly between the Participant and the Customer, and Bidali is not obligated to intervene in any dispute arising between the Participant and a Customer. Under no circumstances shall Bidali be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Participant's relationship with any Customer. These limitations shall apply even if Bidali has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
The Participant agrees to indemnify, defend and hold harmless Bidali and the directors, officers, employees, subcontractors, affiliated and agents thereof (each, an "Indemnified Party", and collectively, the "Indemnified Parties"), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, "claims"), to the extent that such claim is based upon or arises out of:
In claiming any indemnification hereunder, the Indemnified Party shall promptly provide the Participant or Bidali with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement, within fourty-eight (48) hours of becoming aware of such claim. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that the Participant shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Participant will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.
In the event of any breach or threatened breach by a Participant of any provision of Sections 3, 4, 6 and/or 8 above, in addition to all other rights and remedies available to Bidali under this Agreement and under applicable law, Bidali shall have the right to:
If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, tornado, hurricane, pandemic, earthquake, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.
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.
Nothing in this Agreement is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.
Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes:
The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.
This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced herein, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.
All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Bidali shall be permitted to assign this agreement without notice to or consent from Partner. Participant shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without Bidali’s prior written consent, to be given or withheld in Bidali’s sole discretion.
This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Alberta with respect to any dispute or claim arising out of or in connection with this Agreement.
Participant and its affiliates covenant not to assert patent infringement claims against Bidali or any Bidali products and services.
You, as a Participant, may work with service providers as necessary to facilitate your performance under this Agreement. You acknowledge and agree that any act or omission by a Participant's service provider amounting to a breach of this Agreement will be deemed to be a breach by the Partner.
A Participant's networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, "Participant System") must be properly configured to Internet industry standards so as to securely operate Participant's Website and Applications, as applicable. If a Participant does not completely control some aspect of the Participant System, the Participant will use all influence that the Participant has over the Participant System to do so. As a Participant you must diligently correct any security deficiency, and disconnect immediately any known or suspected intrusions or intruder.
In addition, if a Participant has access to Customer Data, a Partner:
Unless otherwise specified in the Agreement, either Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other Party.
Fraudulent or other unacceptable behaviour by a Participant, including breach of Bidali's User Agreement, as determined by Bidali in its sole discretion, may result in one or more of the following actions being taken by Bidali: (a) termination of the Participant's affiliation with Customers within the Participant Account; (b) suspension of some or all Participant privileges under the Affiliate Program; and (c) termination of the Participant's Bidali Account entirely without notice to, or recourse for, the Participant.
Bidali reserves the right to cancel or modify the Affiliate Program Agreement in its entirety, at any time. If a significant change is made to the Affiliate Program Agreement, Bidali will provide reasonable notice by email or by posting a notice on the Bidali Sites or Mobile Apps and/or other notification channels.
Any Referral Rewards owed by Bidali to the Participant upon cancellation of the Affiliate Program Agreement will be credited to the Participant Account within thirty (30) days of the effective termination date and the Participant will have thirty (days) from the credit date to redeem such Referral Rewards.
Upon termination of this Agreement:
You agree to Bidali’s E-Sign Consent. We have the right, in our sole discretion, to completely terminate, add to, remove, modify or otherwise change any part of these Terms and/or the Program, in whole or in part, at any time.
If we do so, we will publish the modified Terms to our website, and if a material change is made, will notify you by providing you with a notice in a manner we deem reasonable including notifications within the product’s dashboard, and through other communications. Such changes shall be effective immediately as per the "last updated" date.
It’s important that you review the Program whenever we modify it because your continued participation in the Program after any such changes to these Terms will constitute acceptance of those changes. If any change to these Terms or the Program is not acceptable to you, you must discontinue your participation in the Program immediately. These Terms apply exclusively to your participation in the Program and do not alter the terms or conditions of any other agreement you may have with us.
If you have questions or concerns regarding this Agreement, or if you have a complaint, you should contact us at firstname.lastname@example.org, our support page, or by writing to us at:
Bidali Inc. #300 - 1550 5 St SW Calgary, AB, Canada T2R 1K3
Telephone: +1 (855) 886-4830 (international call charges may apply)