Bidali Commerce Partner ProgramLast updated on March 11th, 2019
Please read these terms and conditions as set out below (the "Terms") carefully before signing up for and/or participating in the Bidali Commerce Partner Program as defined below (the "Program"). By signing up for the Program, you are agreeing to be bound by the following Partner Program Agreement (the "Agreement"). The Agreement is between you and Bidali Inc. ("Bidali", "we", "our", or "us") (collectively, the "Parties", and each a "Party").
Bidali reserves the right to modify the terms of this Agreement at any time, in our sole discretion. If we do so, we will post the modified Agreement to the website www.bidali.com/policies 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. It’s important that you review the Agreement whenever we modify it and from time to time because if you continue to participate in the Partner Program after we have modified the Agreement, you are indicating to us that you agree to be bound by the modified Agreement. If you don’t agree to be bound by the modified Agreement, you must stop participating in the Program.
Some types of Program activities may require that you agree to additional terms ("Commerce Partner Program Amendments"). Such Commerce Partner Program Amendments will be explicit and will reference this Agreement. In the event of a conflict or inconsistency between this Agreement and the Commerce Partner Program Amendments, the Commerce Partner Program Amendments will govern, to the extent of such conflict or inconsistency.
In these Terms, the following definitions apply:
- "Applications" means any applications that are managed by a Partner and that relate to Partner’s activities pursuant to this Agreement.
- "API Key" means a unique randomized string of characters and numbers associated to your email (as submitted to Bidali) and that was generated by Bidali and is used for authentication and attributing SDK, plugins, and API usage to you.
- "Bidali Creative" means any marketing and/or promotional materials relating to Bidali and/or Bidali brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the Bidali Trademarks.
- Bidali "Gift Card Store" means Bidali’s gift card store available at https://giftcards.bidali.com.
- "Bidali Trademarks" means the trademarks, logos, service marks and trade names of Bidali Inc., whether registered or unregistered, including but not limited to the word mark BIDALI and our over-lapping circles glyph logo.
- "Customer" means an individual, other legal entity or representative of a legal entity that makes a purchase or attempts to make a purchase from a Merchant, including the Bidali Gift Card Store, using one or more of the Bidali Services.
- "Customer Agreement" means the agreement entered into between a Partner and the Customer governing the Customer’s use of the Partner’s services, including, if applicable, the installation and use of an Application.
- "Customer Data" means information (including personal information) relating to a Customer, including, but not limited to, order information, payment information, and account information. Where a Partner uses the Bidali API, Customer Data may be delivered in the form of an API response.
- "Eligible Participant" means any person that is at least 18 years of age and signs up for the Program either as an individual or on behalf of a corporation or other legal entity ("Organization"), by submitting a valid email address on the Program webpage found at https://giftcards.bidali.com/referrals. If signing up on behalf of an Organization the Organization shall be the Eligible Participant.
- "Eligible Purchase" means a successful gift card purchase through our Gift Card Store or Commerce SDK.
- "Merchant" means an individual or other legal entity that uses the Services to sell products or services.
- "Merchant Data" means information (including personal information) relating to a Merchant, including but not limited to business, financial and product information and any Customer Data. Where a Partner uses the Bidali API, Merchant Data may be delivered in the form of an API response.
- "Partner" means an Eligible Participant that has agreed to the terms of this Agreement and participates in the Bidali Partner Program. The different types of Partners are listed below:
- A "Referral Partner" is a Partner who has registered for a Partner Account via the Bidali partner program page and who promotes the service by:
- registering, and being approved by Bidali, for a Unique Referral Code to refer Customers to Bidali via such Unique Referral Code; and/or
- acting as a value added partner or "VAP" working directly with Customers as a developer or other consultant.
- A "Developer" is a Partner who has registered for a Partner Account via a Partner Agreement and makes use of our SDKs, Plugins or APIs to incorporate Bidali services into their Websites and/or Applications.
- A "Referral Partner" is a Partner who has registered for a Partner Account via the Bidali partner program page and who promotes the service by:
- "Partner Account" means a Bidali Partner Program account.
- "Payments Platform" means Bidali’s payment processing platform available at https://dashboard.bidali.com, https://api.bidali.com, https://checkout.bidali.com
- "Program Duration" means the date the Program was launched, being November 14, 2018, for an indefinite period of time or until we decide to terminate the Program.
- "Referee" means an individual or representative of a legal entity that came to our Gift Card Store or used our Commerce SDK and as a result of using your Unique Referral Code and completed at least one Eligible Purchase.
- "Referral Rewards" ("Fees") means up to 2% of the total fiat purchase value of Eligible Purchases by each Qualified Referral.
- "Services" means:
- Our websites (individually a "Site" and collectively the "Sites"):
- Our main marketing website located at https://www.bidali.com;
- Our gift card mall located at https://giftcards.bidali.com;
- Our merchant commerce dashboard located at https://dashboard.bidali.com;
- Our hosted payment pages, checkout widget, and web POS located at https://checkout.bidali.com;
- Our developer documents located at https://docs.bidali.com;
- Our web, iOS, and Android Checkout and Commerce SDKs (individually a "SDK" and collectively the "SDKs")
- Our web and third party e-commerce plugins (individually a "Plugin" and collectively the "Plugins")
- Our APIs (individually an "API" and collectively the "APIs"):
- Our websites (individually a "Site" and collectively the "Sites"):
- "Unique Referral Code" means the referral code unique to your email (as submitted to Bidali) and that was generated by Bidali.
- "Websites" means any websites that are managed by a Partner and that relate to Partner’s activities pursuant to this Agreement.
2. Program Objectives
The objectives of the Program are as follows:
- to introduce new customers to Bidali and its product offerings;
- to improve marketing initiatives through personalized offerings and direct customer engagement;
- to establish a direct link between the Program and contributions towards the growth and adoption of digital currencies; and
- to reward behaviors that support some of our strategic goals.
3. Eligibility and Participation
You may Participate in the Program if you are an Eligible Participant. By participating in the Program you will be referred to as a Partner.
During the Program Duration, as a Partner, you may participate in the Program by inviting your friends and known contacts to make Eligible Purchases through our Gift Card Store or our Commerce SDK by using your Unique Referral Code or Developer API Key. A referral will be deemed to be a "Qualified Referral" after completion of an Eligible Purchase by a Referee.
Each Partner may be issued only one Unique Referral Code and/or one unique API Key, regardless if the Partner uses separate email addresses to sign up for the Program. Bidali will not honor Referral Rewards for multiple email accounts from the same Partner nor will Bidali aggregate any Referral Rewards earned under separate email accounts of the same Partner.
Each Qualified Referral may only make use of one Unique Referral Code, regardless of whether the Referee received or had access to separate Unique Referral Codes from different Partners. Referral Rewards are attributed to the first Unique Referral Code that resulted in a person becoming a Referee.
Each Qualified Referral may make use of one or more API Keys. If a Qualified Referral is attributed to a Developer Partner's Applications or Websites, the Developer Partner will be credited with the Qualified Referral, and subsequently the Referral Rewards, regardless of whether the Referee previously received or had access to separate Unique Referral Codes or API Keys from different Partners.
4. Partner Responsibilities
4.1 Marketing Activities
You agree that as a Partner you will bear all costs and expenses related to your marketing or promotion of Bidali, and, as applicable, your Applications, or any other products or services associated with your participation in the Partner Program (collectively, "Partner Marketing Activities") in any area, location, territory or jurisdiction, unless otherwise determined by Bidali in its sole discretion.
In no event shall a Partner engage in any Partner Marketing Activities except as expressly set forth in this Agreement. In the event that a Partner has a list of emails where the individuals on the list have expressly elected to receive emails from the Partner ("Opt-in List"), the Partner may make a written request to Bidali to send emails regarding the offering of Bidali and Bidali Related Entities to the individuals on the Opt-in List (and Bidali may, in its sole discretion, allow the Partner to send such emails). In conducting all Partner Marketing Activities, the Partner shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and "spamming".
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 Partner shall:
- (i) not send any email regarding Bidali to any individual or entity that has not requested such information;
- (ii) always include the Partner’s contact information and "unsubscribe" information at the top and bottom of any email regarding Bidali, the Services and/or the Bidali platform; and
- (iii) not imply that such emails are being sent on behalf of Bidali.
A Partner shall not:
- (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to Bidali;
- (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Bidali;
- (iii) make any false, misleading or disparaging representations or statements with respect to Bidali and/or the Program;
- (iv) copy, resemble or mirror the look and feel of Bidali’s websites, Bidali's Trademarks or Services or otherwise misrepresent your affiliation with Bidali;
- (v) Sign up for multiple Partner Accounts through different email accounts;
- (vi) Share, sell, commercialize or otherwise attempt to monetize their Unique Referral Code and/or API Key with any other Partner, individual or entity; or
- (vii) engage in any other practices which may adversely affect the credibility or reputation of Bidali or may reflect negatively towards Bidali's brand, products, services, affiliates, directors, contractors and employees, including but not limited to, sending email communications or using any Website or Application in any manner, or having any content on any Website or Application, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Bidali or the Partner’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, and/or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party; or (d) violates the Bidali User Agreement;
We introduced the Program in good faith and expect the same good faith in return. Please note that we reserve the right to withhold Referral Rewards or terminate any of your Bidali accounts in our sole discretion where we believe you are acting illegally, in bad faith, or otherwise acting contrary to the intent of the Program.
The following are some examples of acceptable methods of participation in the Program:
- Links in social media profiles;
- Promotion in YouTube videos or video descriptions or comments;
- Mentions on podcasts;
- Informational & fan websites;
- Mentions in informational articles or newsletters;
- Social media sharing;
- Emailing, messaging or telling your friends and colleagues; or
- Integrating our SDKs into your Application or Website.
4.2 Compliance with Laws
In addition to, and without limiting the provisions of this Agreement, the Partner shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
4.3 Partner's Duty to Inform
A Partner shall promptly inform Bidali of any information known to the Partner that could reasonably lead to a claim, demand or liability of or against Bidali by any third party.
4.4 Partner's Duty to Disclose
If a Partner is acting as an agent on behalf of a Customer and/or a Merchant, then the Partner shall disclose to the Customer and/or Merchant any Fees that the Partner is entitled to receive from Bidali in accordance with this Agreement that are associated with such Customer and/or Merchant.
You represent and warrant that you shall:
- (a) not make any promise, mislead or misrepresent the Program or your possible Referral Rewards or benefits to any person;
- (b) provide appropriate disclosure that you will be rewarded for referring others; and
- (c) participate in the Program in accordance with all applicable laws, including, any anti-spam legislation applicable to the jurisdiction in which you live, and where necessary, enable Bidali to comply with such laws.
4.6 Other Partner Terms
To become a Partner, you must create a Partner Account by providing all information indicated as required. Bidali may reject an application for a Partner Account for any reason, in its sole discretion. You acknowledge that Bidali will use the email address provided by the Partner as the primary method for communication. You are responsible for keeping your Partner Account password secure. Bidali cannot and will not be liable for any loss or damage arising from a Partner’s failure to maintain the security of their Partner Account and password.
If you sign up for a Partner Account on behalf of a legal corporate entity or other organization ("Organization"), this Organization shall be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind this Organization to this Agreement. Each Partner is responsible for assuring that its directors, shareholders, employees, subcontractors, subsidiaries, agents and affiliates comply with this Agreement.
You acknowledge and agree that you will be responsible for the performance of all of your Partner obligations under the Agreement, regardless of whether you sublicense or subcontract any such obligations to any third party, including but not limited to any affiliates or subsidiaries of a Partner.
Other than the limited license to use the Bidali Trademarks pursuant to Section 7 (Intellectual Property Rights) of this Agreement, a Partner shall not use the Bidali Trademarks and/or variations or misspellings thereof in the Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs).
The Partner shall not purchase or register search engine or other pay-per-click keywords (such as Google AdWords or ads on social platforms), trademarks or domain names that use the Bidali Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Bidali Trademarks.
5. Administration of the Referral Program
5.1 Referral Rewards
If Bidali has determined in its sole discretion, that you have complied with and fulfilled Terms of this Agreement, you will be rewarded for each of your Qualified Referrals that:
- (a) successfully purchases through our Gift Card Store or Commerce SDK (subject to Bidali’s AML Policy); and
- (b) uses your Unique Referral Code and/or API Key upon such purchase;
As an example, if a Customer you referred successfully purchases $100 (USD equivalent) in gift cards you will earn up to $2 USD in credit towards a gift card of your choice. If a Customer purchases $100 CAD in gift cards you will earn up to $2 CAD in credit towards a gift card of your choice.
5.2 Collection of Referral Rewards
Once a Partner has accumulated $20 USD (or equivalent based on market rate as determined by Bidali) in Referral Rewards you may email us to ask to redeem your Referral Rewards. Referral Rewards for this program are only able to be redeemed in the form of gift cards that we offer for sale on our Gift Card Store. After reaching $20 USD a Partner may decide to continue to accrue these Referral Rewards without redemption. Referral Rewards will be issued via email within 30 days of the Partner sending notice to Bidali that you wish to redeem your Referral Rewards.
The status of your accrued Referral Rewards can be checked at any time by going to https://giftcards.bidali.com/referrals/ in your web browser and entering the email you used to register with the Program.
Once Referral Rewards have been redeemed your accrued balance will be reduced by the amount claimed.
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 Partner, 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 Partner’s affiliation with Merchants within the Partner Account; (b) suspension of some or all Partner privileges under the Partner Program; and (c) termination of the Partner Account entirely without notice to, or recourse for, Partner.
Bidali reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Fees, Bidali will provide reasonable notice by email, posting a notice on the Bidali blog and/or other notification channels.
6.2 Consequences of Termination
Upon termination of this Agreement: (a) 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 (including all Bidali Creative and all Confidential Information (as defined below)); (b) The Partner shall immediately cease displaying any Bidali Creative and/or any Bidali Trademarks on any Website or otherwise; and (c) all rights granted to Partner hereunder will immediately cease, including but not limited to the right of Partner to access their Partner Account, Partner Dashboard, Bidali Services, or to receive any payments of Fees hereunder, unless otherwise determined by Bidali in its sole discretion.
7. Intellectual Property Rights
7.1 Bidali Creative
All Bidali Creative will be solely created and provided by Bidali unless otherwise agreed to by Bidali in writing in advance. Bidali will provide Partner with copies of or access to Bidali Creative. The Bidali Creative may also be accessible from the Partner Program website and the Bidali brand guidelines ("Bidali Trademark Usage Guidelines"). 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 will result in the termination of your license and/or permission to use the Bidali Creative. The Bidali Creative is provided "as is" and without warranty of any kind.
A Partner may display Bidali Creative on their Websites solely for the purpose of marketing and promoting the Service and any Bidali brands permitted by Bidali during the term of this Agreement, or until such time as Bidali may, upon reasonable prior notice, instruct a Partner to cease displaying the Bidali Creative. You may not alter, amend, adapt or translate the Bidali Creative without Bidali’s prior written consent. Nothing contained in any Bidali Creative shall in any way be deemed a representation or warranty of Bidali. The Bidali Creative shall at all times be the sole and exclusive property of Bidali and no rights of ownership shall at any time vest with Partner even in such instances where Partner has been authorized by Bidali to make changes or modifications to the Bidali Creative.
7.2 Bidali Trademarks
During the term of this Agreement, Bidali hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Bidali Trademarks solely as necessary to perform Partner’s obligations under this Agreement. The Partner acknowledges and agrees that: (a) it will use Bidali’s Trademarks only as permitted hereunder; (b) it will use the Bidali Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Bidali in writing from time to time, including but not limited to the Bidali Trademark Usage Guidelines; (c) the Bidali Trademarks are and shall remain the sole property of Bidali; (d) nothing in this Agreement shall grant the Partner any right of ownership in the Bidali Trademarks and all use thereof by the Partner shall inure to the benefit of Bidali; and (e) You shall not, now or in the future, apply for or contest the validity of any Bidali Trademarks; and (f) You shall not, now or in the future, apply for or use any term or mark confusingly similar to any Bidali Trademarks.
7.3 Restrictions on Partner’s Use of the Bidali Trademarks
Notwithstanding Section 7.2 (Bidali Trademarks), Partners shall not use any Bidali Trademark including but not limited to our overlapping circles glyph or the word mark BIDALI or variations of the word "Bidali" in Partner’s business name, logo, products or services, unless granted express written permission by Bidali in advance of such use.
7.4 Proprietary Rights of Bidali
As between the Partner and Bidali, the Bidali Creative, Bidali Trademarks, all demographic and other information relating to Customers and/or Merchants including Referrees, prospective Partners and Partners, the Services, Merchant Data, Customer Data, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Bidali or otherwise related to the Services, Bidali Partner 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 Partner, Partner hereby transfers and assigns to Bidali, upon the creation thereof, all rights, title and interest Partner 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.
"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 (including any relevant processing fees), 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 Partner, Merchant Data and 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:
- (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained herein; or
- (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party shall give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving Party can prove: (a) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (b) is independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information, and without breaching any provisions of this Agreement; or (c) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.
9. Disclaimer of warranty
The Bidali Partner Program, the Services (including without limitation the Commerce SDK and the Bidali Payments Platform), the Bidali Trademarks, and the Bidali Creative are provided "as-is". 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 Commerce SDK and the Bidali Payments Platform), the Bidali Trademarks, and the Bidali Creative satisfy all of Partner’s or Merchant’s requirements and will be uninterrupted, error-free or free from harmful components.
10. Limitation of Liability and Indemnification
10.1 Limitation of Liability
Bidali shall have no liability with respect to the Bidali Partner Program, the Services, the Bidali Trademarks, 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 Trademarks, the Bidali Creative, or Partner’s participation or inability to participate in the Bidali Partner Program even if Bidali has been advised of the possibility of such damages. In any event, Bidali’s liability to the Partner under this Agreement for any reason will be limited to the Fees paid to Partner by Bidali during the three (3) month period 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 Merchant and a Partner or a Customer and Partner is strictly between the Merchant and the Partner and the Customer and the Partner, and Bidali is not obligated to intervene in any dispute arising between the Merchant and the Partner or a Customer and the Partner. 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 Partner’s relationship with any Merchant or the Partner'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.
10.2 Partner Indemnification
The Partner 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: (a) A Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) A Partner’s gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Bidali granted by the Partner to any Merchant, Customer, prospective Partner or other third party; (d) The Partner’s use of the Bidali Services, (including without limitation the Commerce SDK and Bidali Payments Platform); (e) The Partner’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Customer Agreement; (f) any third party claim that Partner’s products or services, including without limitation any Application or Website infringes the intellectual property or other rights of a third party; (g) the performance, non-performance or improper performance of the Partner’s products or services, including without limitation, any Application or Website; and (h) The Partner’s relationship with any Customer and/or Merchant.
10.3 Notice of Indemnification
In claiming any indemnification hereunder, the Indemnified Party shall promptly provide the Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that the Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner 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.
10.4 Non-exclusive remedies
In the event of any breach or threatened breach by a Partner of any provision of Sections 4, 7 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 (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Partner’s engagement hereunder, (c) receive a prompt refund of all amounts paid to Partner hereunder, and (d) be indemnified for any losses, damages or liability incurred by Bidali in connection with such violation, in accordance with the provisions of this Section 10 (Limitation of Liability and Indemnification).
11. General provisions
11.1 Force Majeure
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, 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.
11.2 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.
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 (a) on the delivery date if delivered personally, or by email to Partner’s email address listed in the Partner Account, and to email@example.com; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the address provided in the Partner Account, and for Bidali to the contact information as defined in Section 13 (Contact).
11.5 No Waiver
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.
11.6 Entire Agreement
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. Partner 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.
11.8 Applicable Laws
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.
11.9 Patent Non-Assertion
Partner and its affiliates covenant not to assert patent infringement claims against Bidali or any Bidali products and services.
By submitting your email to the Partner Program the Partner hereby fully agrees with all terms and provisions of this Agreement, including all documents linked to herein.
11.11 Competitive or Similar Materials
Bidali is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, including without limitation any Application or Website, regardless of their similarity to Partner’s products or services, provided that Bidali does not use Partner’s Confidential Information in doing so.
If the Partner provides any feedback (including identifying potential errors and improvements) to Bidali concerning the Partner Program, the Bidali Services, or the Bidali Creative ("Feedback"), the Partner hereby assigns to Bidali all right, title, and interest in and to the Feedback, and Bidali is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Partner Program, the Services, and/or the Bidali Creative and to create other products and services. Bidali will treat any Feedback as non-confidential and non-proprietary. The Partner will not submit any Feedback that it considers confidential or proprietary.
11.13 Beta Services
From time to time, Bidali may, in its sole discretion, invite a Partner to use, on a trial basis, potential new services or features that are in development and not yet available to all Partners, Merchants or Customers ("Beta Services"). Beta Services may be subject to additional terms and conditions, which Bidali will provide to a Partner prior to the Partner’s use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Bidali and subject to the confidentiality provisions of this Agreement. Bidali makes no representations or warranties that the Beta Services will function. Bidali may discontinue the Beta Services at any time in its sole discretion. Bidali will have no liability for any harm or damage arising out of or in connection with a Beta Service.
11.14 Service Providers
You, as a Partner, 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 Partner’s service provider amounting to a breach of this Agreement will be deemed to be a breach by Partner.
11.15 Industry Standards
A Partner’s networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, "Partner System") must be properly configured to Internet industry standards so as to securely operate Partner’s Website and Applications, as applicable. If a Partner does not completely control some aspect of the Partner System, the Partner will use all influence that the Partner has over the Partner System to do so. As a Partner you must diligently correct any security deficiency, and disconnect immediately any known or suspected intrusions or intruder.
In addition, if a Partner has access to Merchant Data or Customer Data, a Partner:
- (i) shall only use or store such information for the purpose of providing the Partner’s services to the Merchant to whom the Merchant Data or Customer to whom the Customer Data relates, and shall not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement;
- (ii) shall not communicate with Customers directly or indirectly, provided however that the Partner may contact Customers if the information is obtained from another source, such as from the Customers themselves;
- (iii) shall only store such information for as long as reasonably necessary to provide the Partner’s services to the Merchant to whom the Merchant Data or to the Customer to whom the Customer Data relates;
- (iv) shall use industry standard measures to protect against unauthorized access to, disclosure or use of such information;
- (v) shall comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in the Partner’s provision of the Partner’s services; and
- (vi) shall notify Bidali of any actual or suspected breach or compromise of Merchant Data or Customer Data (a "Data Breach") within two (2) business days of becoming aware of such occurrence. Upon learning of the Data Breach, at its own cost, the Partner will: (a) promptly remedy the Data Breach to prevent any further loss of Merchant Data and/or Customer Data; (b) investigate the incident; (c) take reasonable actions to mitigate any future anticipated harm to Bidali, the Bidali Related Entities, Merchants or Customers; and (d) regularly communicate the progress of its investigation to Bidali and cooperate to provide Bidali with any additional requested information in a timely manner.
12. Changes to Terms or Program
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 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. #600 - 630 8th Ave SW Calgary, AB, Canada T2P 1G6
Telephone: +1 (855) 886-4830 (international call charges may apply)