AMBASSADOR'S TERMS AND CONDITIONS

Last update: 2019-09-16

Last Updated: 2019-05-18

Ambassador's Terms and Conditions

As an authorized ambassador (“Ambassador”) of the Coinmiles marketing platform (“Coinmiles”), you agree to abide by the terms and conditions contained in this Agreement “(Agreement”). Please read the entire Agreement carefully before registering and promoting Coinmiles as an Ambassador. By becoming an Ambassador, you indicate your acceptance of this Agreement and its terms and conditions.

1. Participation

Your participation in this Ambassador program (the “Program”) is solely to legally advertise and refer us eligible businesses (“Eligible Business(es)”) through qualified referrals as described in this Agreement (“Qualified Referrals”) in order to receive a commission on the revenue received by Coinmiles from such Qualified Referrals (your “Commission”) within the applicable Commission Period (as defined in Section 5).  

 

2. Approval or Rejection of your Application

To become an Ambassador, you must apply and be approved by Coinmiles. All information provided by you on your application or otherwise communicated to Coinmiles must be true, accurate and complete. You further agree to notify us of any changes to the information included on your application, including your contact information. We reserve the right to approve or reject ANY Ambassador Program application in our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Ambassador Program application.

 

3. What Constitutes a Qualified Referral

You will only earn Commissions on Qualified Referrals. If you make a referral that does not constitute a Qualified Referral, you will not receive any form of compensation from us.

In order for a referral to constitute a Qualified Referral:

  • You need to be an Ambassador in good standing: You need to be accepted as an Ambassador before you make any Qualified Referrals.
  • We need to trace it back to you: We need to know when the referral was made (date and time), where it was made (i.e.: in person at a physical location, on the phone, online), to whom it was made (your point of contact there) and the context around which it was made. We reserve the right to ask questions to the Eligible Business to corroborate the information you gave us.
  • There is a 30-day period to apply: The Eligible Business needs to apply to become a Partner within 30 days of your referral.
  • We may give you additional tools and if we do so, you need to use them: As the Ambassador Program evolves, we may use tools such as tracking codes, tracking links, etc.
  • The Eligible Business needs to confirm: We will ask the Eligible Business if they have been referred by an Ambassador. If they don’t inform us they were referred by you, this will not constitute a Qualified Referral

If you are a Partner, you cannot refer yourself, and you will not receive a Commission on your own account. If you are an employee or an officer of a business, you may refer that business providing you have properly disclosed this information within your organization. There is a limit of one Ambassador per Qualified Referral. If many referrals are made on the same Eligible Business, we reserve the right to ask that Eligible Business which of the Ambassador it wants to compensate. In the absence of a satisfactory and decisive answer from that Eligible Business within 5 business days, we reserve the right to attribute the Commission to any Ambassador that made such referral and/or to split the Commission in our sole and absolute discretion and you shall have no recourse against us for such determination. 

We understand that those rules may appear rigid, but they were made in order to protect the integrity of our Ambassador Program. In our absolute sole discretion, we may accept referral as Qualified Referral even in the absence of some or all of these conditions, but you have absolutely no recourse against us if we don’t. 

 

4. What Constitutes an Eligible Business

In order for a referral to be a Qualified Referral, the business being referred needs to be an Eligible Business. An Eligible Business needs to respect the following conditions:

  • It is validly incorporated under the laws of Canada or any of its Provinces or Territories;
  • It is currently pursuing commercial activities that fit within the offering services of Coinmiles;
  • Neither the business itself nor one of its Ambassador companies have ever been a Partner of Coinmiles in the past;
  • There hasn’t been any form of commercial contact, directly or indirectly, between Coinmiles and that business in the last year outside of your referral.
  • The business needs to be accepted as a Partner by Coinmiles and have an active cashback campaign for a minimum of one month.

5. Commission

Commissions will be paid once a month and will account for 10 percent (10%) of the successfully collected revenue from Coinmiles fees paid by that Partner during the prior month. For clarity, the portion of payment that is attributable to the cashback offer remittances does not constitute revenue from Coinmiles fees nor are the taxes applicable to our fees. You will only receive a Commission for the twelve months (12 months) following the activation of the Partner’s campaign and no Commission will be paid or due to you after this period (the “Commission Period”). A payment is successfully collected once it has been received by Coinmiles and is considered outside of any chargeback period applicable to the form of payment received. Transactions that result in a chargeback, refund or that are suspected of being associated with fraudulent practices will not be paid out or if they are already paid out, we are entitled to full reimbursement of such amount. 

 

6. Termination

Your Ambassador status in the Program may be suspended or terminated at any time, for any violation of this Agreement or for no reason, in our absolute sole discretion. If your account is terminated, you will be barred from making any form of referral and you will not be compensated for any referral made after your Ambassador status has been terminated. If your Ambassador account is suspended or terminated for any of the following reasons, you will stop receiving any form of Commission following such suspension or termination, including for any prior Qualified Referral:

  • Inappropriate advertisements (false claims, misleading hyperlinks, etc.).
  • Spamming (mass email, mass newsgroup posting, etc.) or a failure to comply with the requirements of Canada’s Anti-Spam Law and all rules and regulations thereunder.
  • Advertising on sites containing or promoting illegal activities.
  • Failure to disclose the Ambassador relationship for any promotion that qualifies as an endorsement under existing legal guidelines and regulations, or any applicable laws.
  • Violation of intellectual property rights. Coinmiles reserve the right to require licence agreements from those who employ trademarks of Coinmiles in order to protect our intellectual property rights.
  • Offering rebates, coupons, or other forms of promised kickbacks from your Ambassador commission as an incentive.
  • Self referrals, fraudulent transactions, inadequate disclosure and suspected Ambassador fraud.

7. Ambassador Links and Promotional Material

We may provide you promotional material, including brochures, stickers, one pagers, and multimedia reference tools such as graphics and text links. You may use these graphics and text links both on your website and within in your email messages. You may also advertise the Coinmiles site in online and offline classified ads, magazines, and newspapers.


8. Liability

Coinmiles will not be liable for indirect or accidental damages (loss of revenue, commissions) due to Ambassador tracking failures, loss of database files, or any results of intents of harm to the Program and/or to our website(s).

We do not make any expressed or implied warranties with respect to the Program. We make no claim that the operation of the Program and/or our website(s) will be error-free and we will not be liable for any interruptions or errors.

 

9. Term of the Agreement

The term of this Agreement begins upon your acceptance as an Ambassador in the Program and will end when your Ambassador account is terminated.

The terms and conditions of this agreement may be modified by us at any time. If any modification to the terms and conditions of this Agreement are unacceptable to you, your only choice is to terminate your Ambassador account. Your continuing participation in the Program will constitute your acceptance of any changes.

 

10. Indemnification

Ambassador shall indemnify and hold harmless Coinmiles and its Ambassador and subsidiary companies, officers, directors, employees, licensees, successors and assigns, including those licensed or authorized by Coinmiles to transmit and distribute materials, from any and all liabilities, damages, fines, judgments, claims, costs, losses, and expenses (including reasonable legal fees and costs) arising out of or related to any and all claims sustained in connection with this Agreement due to the negligence, misrepresentation, failure to disclose, or intentional misconduct of Ambassador.

 

11. Independent Contractors

You and Coinmiles are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.

 

12. Assignment 

Coinmiles may assign this Agreement at any time. You may not assign any right or any obligation under this Agreement without the prior written consent of Coinmiles. 

 

13. Non-Exclusive

You understand and agree that we may at any time enter into agreements with Ambassadors and other marketing partners on the same or different terms as those provided to you under this Agreement and that such Ambassadors or marketing partners may be similar or competitive to you.

 

14. Governing Law, Jurisdiction, and Attorney Fees

This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec. Any dispute arising under or related in any way to this Agreement shall be adjudicated exclusively in Montreal, Canada

15. Taxes

It is your responsibility to determine what, if any, taxes apply to any Commission you receive, and, if applicable, it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. If you are required to remit tax, you will not charge these taxes to Coinmiles and will deduct these taxes from the Commissions you received. You bear sole financial responsibility for any and all taxes, including any interest penalties and additions related thereto, that may be imposed on or arising from the Commission contemplated by this Agreement.

16. Electronic Signatures Effective

The Agreement is an electronic contract that sets out the legally binding terms of your participation in the Coinmiles Ambassador program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the Ambassador application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.