Affiliates Agreement

Affiliation Program Agreement for Media-coach
(effective January 28, 2008)

(Cliquez ici pour version en français)

The following contract describes the obligations and responsibilities of Media-Coach Inc. (“Media-Coach”) in regard to its affiliate program (the “Affiliate Program”) and the rights and obligations of affiliates of the program.

1. Definitions
Media-Coach: Media-Coach Inc., located at 2810 St-Martin Blvd. East, Suite 105 in Laval, Quebec, Canada H7E 4Y6, telephone number 514 990-0022, and e-mail address [affiliation (at) media-coach (dot) com]

Applicant: an individual or corporation who wishes to join the Affiliate Program.

Affiliate: an individual or corporation who displays an Affiliate Link to a participating website of the Affiliate Program on his or her own Site according to the terms of the Affiliate Program as described below.

Site: depending on the context, either a participating website, which is the property of Media-Coach, or the Affiliate’s website.

Affiliate Program: the affiliate program offered by Media-Coach for its participating websites : www.detailexpert.com, www.ecompetence.com and www.media-coach.com.

Affiliate Link: the hyperlink in HTML format or script provided by Media-Coach and displayed on the Affiliate Site in order to direct visitors to one of the a participating websites.

2. Application for the Affiliate Program
To register for the Affiliate Program, the Applicant must fill out the registration form, providing all requested information fully and accurately. The Applicant must agree to update this information if necessary. Media-Coach is not responsible for the accuracy, sincerity, or relevance of the information provided.

To register for the Affiliate Program, the Applicant must be at least 18 years of age or a legal entity.

3. Application Processing
On receipt of the registration form for the Affiliate Program, Media-Coach will visit the Applicant’s website, evaluate the application objectively, and inform the Applicant by e-mail of the acceptance or refusal of the website in question.

If Media-Coach accepts the application, the Applicant then becomes a non-exclusive affiliate of the Affiliate Program and immediately receives an e-mail response containing

confirmation of acceptance in the Affiliate Program and
the exact address of the media-coach.com Site, where the Affiliate can access his or her Affiliate Link and track purchasing statistics for visitors to his or her Site.

Media-Coach may, at its sole discretion and without justifying its decision, refuse an application if it finds that

the Applicant’s website is not appropriate for the projected affiliation or
the application does not correspond to the interests of Media-Coach.

Media-Coach will refuse an application if the Applicant’s website

contains sexually explicit or pornographic content.
is political or religious in nature.
encourages violence, crime, or any other reprehensible act.
encourages discrimination based on race, sex, religion, nationality, sexual orientation, or age.
misleads or attempts to mislead the public through confusion with another, similar website, domain name, organization, product, or service.
violates or is likely to violate rights, titles, or intellectual-property interests.
harms or is likely to harm Media-Coach’s image, Site, products, services, clients, suppliers, or Affiliates.

4. Affiliate Link and Affiliate Code
To efficiently retrace visitors directed to one of a participating websites from the Affiliate’s Site and to determine the Affiliate’s exact sales commissions, Media-Coach will provide the Affiliate with a unique media-coach.com Affiliate Code as well as a variety of promotional material, such as marquees, texts, and articles that the Affiliate can post on his or her Site.

The Affiliate is entirely responsible for applying the Affiliate Link and the Affiliate Code correctly. The Affiliate may not modify the Affiliate Link or Code; otherwise sales made through the Affiliate’s Site may not be attributed to the Affiliate, resulting in a loss of sales commissions without any possibility of recourse against Media-Coach. Only those sales made when visitors click on the Affiliate Link on the Affiliate’s Site and including the Affiliate’s Code result in the sales commission described in this contract.

To maintain status as an Affiliate, the Affiliate must ensure that the Site displays at least one Affiliate Link at all times.

The Affiliate acknowledges that, by participating in the Affiliate Program and by displaying the Affiliate Link on his or her Site, the Affiliate is granting Media-Coach access to information regarding the Site and the visitors to it. Participation in the Affiliate Program constitutes the specific and unconditional acceptance of Media-Coach’s authority to accept, receive, record, and use this information to manage the Affiliate Program efficiently.

5. Cookies
When a visitor clicks on an Affiliate Link to access one of the participating websites, a cookie containing the associated Affiliate Code is placed in the visitor’s computer. When the visitor purchases a product from one of the participating websites, the system tracks the cookie to determine which Affiliate will earn the commission. Sales can be attributed to an Affiliate only when visitors allow cookies on their computers. Commissions will be attributed to the first Affiliate to direct a given visitor to the participating website.

6. Advertising Standards
The Affiliate may present one of the participating websites in whatever manner the Affiliate sees fit, both on his or her Site and in promotional materials, as long as the Affiliate Link and Code are correctly applied and the advertising standards for the Affiliate Program are observed.

Promotional Material
Media-Coach puts a variety of promotional material at the Affiliate’s disposal, including marquees, and texts, to advertise one of the participating websites. Media-Coach does not authorize the Affiliate to use any other material on its Site to promote the participating websites; only the specific resources allotted to Affiliates, which are clearly identified as such, are available.

Display
The Affiliate undertakes to clearly display on a page of the Affiliate’s Site at all times a fully functional affiliate link.

Keyword Advertising
The Affiliate may not purchase keyword advertising space on search engines such as Google (Adwords), Yahoo, MSN, etc. to direct visitors to one of the participating websites. If the Affiliate purchases such an advertisement, it must direct visitors to his or her own Site. Furthermore, the Affiliate may not purchase advertising using the keywords / expressions “eCompetence”, “Media-Coach” or “Detail Expert” which could mislead visitors.

Pop-ups
The Affiliate may use pop-up windows on his or her Site to advertise one of the participating websites. However, the Affiliate may not advertise them using pop-under advertisements, which open windows in the visitor’s browser and automatically place them under the page of the Affiliate’s Site.

Zero Tolerance for “Spam”
The Affiliate may not place the Affiliate Link on a website belonging to a third party, particularly in forums, blogs, IRC (Internet relay chats), instant messaging or other, similar resources, unless the Affiliate has received a clear invitation to do so or is responding to a specific question or comment in a discussion.

The Affiliate may send promotional e-mail using the Affiliate Link on the condition that the e-mail is sent only to correspondents known to the Affiliate (including visitors to the Affiliate’s Site) or to addressees who have specifically requested such offers or voluntarily included their names on an opt-in list. The e-mail messages must clearly indicate the Affiliate’s name or organization, and the mailing must respect laws and regulations in effect in the Affiliate’s home country and in the country where the e-mail is being sent.

Media-Coach will not, under any circumstances, tolerate the use of “spam” to promote or refer to one of the participating websites or Media-Coach.

Identity Theft
The Affiliate may not promote one of the participating websites - whether on his or her own Site or in any other place or mailing - by using misleading advertising that conceals the Affiliate’s identity or borrows the identity represented by one of the participating websites, Media-Coach, its administrators, or any other company that does not belong to the Affiliate.

The Affiliate may not reserve domain names that could be mistaken for one of the participating websites : eCompetence.com (such as “club-eCompetence.com,” “eCompetence.fr,” “eCompetence.us,” etc.), detailexpert.com or for Media-Coach.

Should the Affiliate, in our opinion, violate any rule regarding “spam” or identity theft, the affiliation will cease immediately, and outstanding commissions will not be paid.

7. Responsibility for the Application Process
Purchasing may only be done through one of the participating websites. Media-Coach is responsible for the entire registration process, for collecting payment, for cancellations, and for customer service.

8. Client Ownership
All visitors who are directed to a participating website from the Affiliate Link on the Affiliate’s Site will be considered the clients of Media-Coach once they register on the media-coach.com Site.

9. Commissions to be Paid by Media-Coach – Level One Affiliation
Media-Coach will pay the Affiliate a sales commission of 20 percent of the pre-tax amount for qualifying purchases, when the purchasing visitor has been referred to the Site through the Affiliate’s Site or through advertising using the Affiliate Link and containing the Affiliate Code. The Affiliate will receive sales commissions on all qualifying purchases made by his or her visitors up to 365 days after the first purchase. No commission will be paid if a visitor accesses one of the participating websites by any other means than the Affiliate Link on the Affiliate’s Site or the Affiliate’s advertising.

In the case where Media-Coach must reimburse a visitor, credit a visitor’s account for a certain amount, or pay chargeback fees to a credit card company, the commission received by the Affiliate for that purchase and all related chargeback fees will be deducted from the Affiliate’s account. Should there be no credited amount in the Affiliate’s account, the Affiliate will be responsible for paying the required amount to Media-Coach within 30 days of receiving the request for reimbursement. Compound interest will be applied to all outstanding amounts at the monthly rate of 1.5%.

The Affiliate may not receive commissions on purchases made by members of the Affiliate’s immediate family, by employees of the Affiliate’s company, or by the Affiliate him- or herself.

10. Commissions to be Paid by Media-Coach – Level Two Affiliation (Sub-affiliates)
Any person or company who registers for the media-coach.com Affiliate Program through the Affiliate’s Link and with the Affiliate’s Code becomes the Affiliate’s sub-affiliate (if the person is not already an affiliate in his or her own standing).

Media-Coach will pay the Affiliate a sales commission of 5 percent of the pre-tax amount for qualifying purchases, when the purchasing visitors have been referred to Media-Coach by the Affiliate’s sub-affiliates through their Affiliate Link and with their Affiliate Code. The Affiliate will receive sales commissions on all qualifying purchases made by the sub-affiliate’s visitors for a as long as he or she remains an affiliate. No commission will be paid if the sub-affiliate’s visitor accesses one of the participating websites by any other means than the Affiliate Link on the sub-affiliate’s Site or the sub-affiliate’s advertising.

In the case where Media-Coach must reimburse a sub-affiliate’s visitor or credit a visitor’s account for a certain amount, the amount of the Affiliate’s commission will be deducted from the Affiliate’s account. Should there be no credited amount in the Affiliate’s account, the Affiliate will be responsible for paying the amount of the commission to Media-Coach within 30 days of receiving the request for reimbursement. Compound interest will be applied to all outstanding amounts at the monthly rate of 1.5%.

The Affiliate may not receive commissions from a sub-affiliate if the sub-affiliate is a member of the Affiliate’s immediate family or an employee of the Affiliate’s company.

The Affiliate may not receive commissions on purchases made by members of the Affiliate’s immediate family, by employees of the Affiliate’s company, or by the Affiliate him- or herself.

11. Sales Commissions Payment Schedule
Sales commissions are payable each month, on the last day of the month following the transaction. For example, for a purchase made on September 22, the sales commission would be paid on October 31. Payment will be in Canadian dollars. If the amount of sales commissions due does not exceed CAD$100.00, payment will be deferred until the following month until such time as the minimal amount is due. Commissions are payable trough Paypal or by cheque. Cheques will be sent by Canada Post to the postal address indicated at the time of registration in the Affiliate Program. The postal address must be identifiable: No cheques will be sent to post office boxes.

12. Taxes and Licences
The Affiliate acknowledges that he or she is solely and entirely responsible for all obligations and declarations regarding income and other taxes, licences, administrative expenses, etc. to the various levels of administration and government in the country where the Affiliate has registered for the Program.
If the Affiliate’s company is in Canada and must collect sales taxes, the Affiliate must provide Media-Coach with his or her GST (Goods and Services Tax), QST (Quebec Sales Tax), and HST (Harmonized Sales Tax) numbers to receive refunds for these taxes from Media-Coach. No tax will be refunded to companies outside Canada.

13. Register of Visits and Sales
The Affiliate will have access at all times to the register of visits and sales resulting from the Affiliate Link on his or her Site and from sales by sub-affiliates. The register provides real-time data and is managed by Media-Coach. The Affiliate may access details of his or her account through the “Affiliate Account” link on the media-coach.com Site.

14. Price Changes for Site Products
The prices posted on the participating websites may be changed at any time. In addition, certain promotional offers may apply from time to time. Since these price changes will affect prices listed on the Affiliate’s Site, the Affiliate must check Media-Coach’s newsletter for Affiliates regularly and visit the participating websites to see effective prices and special offers. Price changes will directly affect the net amount of sales commissions that the Affiliate receives since commissions are based on selling prices and not on suggested retail prices.

15. Responsibility for Affiliate Site and Affiliate Advertising
The Affiliate is entirely responsible for the development, operation, maintenance, and contents of his or her Site and for advertising all his or her special offers. Consequently, the Affiliate explicitly discharges Media-Coach of all responsibility in this respect and accepts

to compensate Media-Coach for any damages it might suffer.
to defend Media-Coach should Media-Coach become involved in legal proceedings instituted by a third person, which question the development, operation, maintenance, or contents of the Affiliate’s Site or advertising.
to compensate Media-Coach for any amount (principal plus interest) it is condemned to pay as a result of legal proceedings, including all legal fees.

16. User’s Licence Granted by Media-Coach
For the duration of this contract, Media-Coach grants the Affiliate a non-transferable, non-exclusive, and rescindable licence to use the media-coach.com links, codes, Affiliate Program marquees, and other resources specifically intended for Affiliates in the sole aim to

identify the Affiliate’s Site as a Media-Coach affiliate.
make advance sales of products on one of the participating websites.
allow visitors to the Affiliate’s Site access to one of the participating websites.

The Affiliate may not modify all or part of the media-coach.com links, codes, or Affiliate Program marquees. He or she must respect the rights, titles, and intellectual-property interests (trademarks and copyrights) of Media-Coach at all times. The Affiliate may create his or her own special offers and marquees if he or she ensures that the Affiliate Code and Link are correctly applied.

17. User’s Licence Granted by the Affiliate
For the duration of this contract, the Affiliate grants Media-Coach a non-exclusive and rescindable licence to use his or her name, Site address, and logo (if applicable) to

register the Affiliate in the online list of Media-Coach Affiliate Program and
promote the Affiliate Program.

18. Declaration of Independence
Since the Affiliate and Media-Coach are independent entities, this contract binds them only for the purposes mentioned in it. The terms of the contract cannot, therefore, be interpreted as establishing any partnership between the two parties or any relationship of employer-employee between them, nor does it confer any mandate on one party in reference to the other. Furthermore, neither party may commit the other, under any circumstances or to any third party, to any terms other than those contained in this contract.

19. Limitation of Responsibility
The Affiliate may not, under any circumstances, hold Media-Coach - including its shareholders, executive, directors, employees, collaborators, authors, and subcontractors - responsible for any damages, whether indirect, incidental, special, punitive, or exemplary, to the Affiliate or a third party. These damages include, but are not limited to, any loss of profit or other financial loss resulting from contractual or criminal error, negligence, data loss, or insufficient or faulty Site maintenance and pertaining to this contract or to the Affiliate Program. Media-Coach denies responsibility for such damages even if it has been warned of the possibility of their occurrence.

20. Absence of Guarantee
Media-Coach offers the Affiliate no guarantee, explicit or implicit, concerning

uninterrupted or error-free functioning of its Site.
satisfaction of the expectations and needs of the Affiliate’s visitors with the function and capacity of Media-Coach’s products and services.
consequences - whether financial or other, real or anticipated, positive or negative - of the Affiliate’s registration in the Affiliate Program.

The Affiliate explicitly relinquishes any claim of legal or other guarantee, including, but not limited to, any legal guarantee regarding hidden defects, expulsion, commercial value, or suitability for a particular purpose and pertaining to this contract or to Media-Coach’s Affiliate Program.

21. Effective Date of Contract
This contract takes effect as soon as Media-Coach sends the Affiliate an e-mail message confirming approval of the application.

22. Duration of the Contract
The duration of this contract is indefinite.

23. Loss of Affiliate Status
The Affiliate’s status may be rescinded and participation in the Affiliate Program suspended or terminated for any of the following reasons:

inappropriate advertising (false advertising, misleading hyperlinks, etc.)
“spamming” (mass mailings, mass postings in newsgroups, etc.)
· identity theft
website advertising that contains illegal material or promotes illegal activities
violation of intellectual-property rights
non-observance of any clause in this contract.

24. Termination of the Contract
Either party may terminate this contract at his or her discretion and at any time by advising the other party by e-mail. In this event, no compensation is due nor may be requested by either party. Furthermore, the Affiliate must immediately cease using the following material and remove it from the Affiliate Site:

any Media-Coach Program Affiliate Link
any Media-Coach Program logo or marquee
any trademark belonging or licensed to Media-Coach
any other material provided by Media-Coach through the Affiliate Program
any reference to the fact that the Site is affiliated with the Affiliate Program.

Furthermore, Media-Coach may, at its sole discretion, terminate this contract, if it finds that

information provided in the application for affiliation is wholly or partially incorrect or
the Affiliate Site is no longer appropriate for the Program.

Any commissions that have accumulated during the term of the contract and that are still outstanding will be paid to the Affiliate on the last day of the month following the notice of termination of the contract. However, if, in Media-Coach’s opinion, the Affiliate has violated one of the rules regarding “spamming” or identity theft, Affiliate status will be revoked immediately, without payment of any outstanding sales commissions.

25. Modifications to the Contract
Media-Coach may modify this contract, wholly or partially, at any time, including the percentage and payment schedule of sales commissions. In such an event, Media-Coach will send the Affiliate an e-mail notice of modifications to the contract at least ten (10) days before the modifications come into effect. The modified contract takes effect as soon as it is posted on the media-coach.com Site, replacing this contract. If the Affiliate does not accept the changes in the new contract, his or her only option is to terminate the contract by notifying Media-Coach by e-mail at the address [affiliation (at) media-coach (dot) com] and by ceasing all use of links, codes, logos, marquees, and any other resources of the Affiliation Program. Otherwise, the Affiliate is assumed to have accepted all clauses in the modified contract.

26. Applicable Laws
This contract has been concluded between the Affiliate and Media-Coach inc. in the judicial district of Laval, Quebec, Canada. The contract, and any resulting claims, are governed exclusively by laws in effect in the province of Quebec (Canada).

27. Observation of Laws and Regulations
The Affiliate is responsible for observing applicable laws and regulations in Canada and in all other countries where the Affiliate does business. The Affiliate guarantees that all website content and advertising methods will be in accordance with laws and regulations in effect.

28. Confidentiality
Throughout the entire period of affiliation in the Program, the Affiliate will receive information that is not known to the public regarding the Affiliate Program and about Media-Coach and its other affiliates. The confidential information includes, among other things, all data relating to sales within the Affiliate Program and to marketing strategies, as well as the expertise needed to ensure the proper function of the Affiliate Program. The Affiliate acknowledges that

confidential information is the exclusive property of Media-Coach and its Affiliates.
he or she may use confidential information only insofar as it is necessary to participate in the Affiliate Program.
he or she must not reveal confidential information to any third party, whether an individual or a corporation, except the employees, administrators, and directors of the Affiliate’s company who need this information to fulfill their respective responsibilities. Each of these persons must be bound by legal or contractual obligation to respect the confidentiality of the information.

This obligation will persist for one (1) year after the termination of the contract.

29. Entirety of the Agreement
This contract represents the entirety of the agreement between the Affiliate and Media-Coach.

30. Acceptance of the Agreement
If the Applicant is an individual, he or she must have attained the age of legal majority in his or her province or state of residence to conclude this contract with Media-Coach. If the Applicant represents an organization, he or she must have the necessary authority to conclude this contract with Media-Coach.

By filling out the application form and clicking on the acceptance button, the Applicant acknowledges that he or she has read, understood, and accepted the terms and conditions of this agreement.

Click here to continue to the application form