HOW TO CAKE IT AFFILIATE PROGRAM TERMS AND CONDITIONS

BY SUBMITTING AN APPLICATION TO BECOME A HOW TO CAKE IT AFFILIATE, YOU ARE AGREEING THAT YOU HAVE READ AND FULLY UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY BOUND EACH AND EVERY TERM AND CONDITION.

This Affiliate Program Agreement (the “Agreement”) is a legally binding contract between you (“Affiliate”, “you”, or similar terms) and How To Cake It Inc (“How To Cake It”, “us”, “we”, or similar terms) and applies to your participation in the How To Cake It Affiliate Program (the “Program”).  Any person or entity that participates or attempts to participate in the Program must accept this Agreement without change. 

1. Description of the Program

The How To Cake It Affiliate Program permits you to monetize your user-generated content by placing your personalized Affiliate discount code (“Affiliate Code") on social media profiles. When customers purchase eligible goods from www.howtocakeit.com (the “How To Cake It Site”) using Your Affiliate Code, you will be eligible to receive a commission for “Qualifying Purchases”, as further described below.

You would be classified as an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and How To Cake It or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf.

You will ensure that the information in your application and information otherwise associated, including your email address, mailing address, and other contact information, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current. 

We periodically modify the terms of this Agreement. We might also choose to replace these terms in their entirety if, for example, the Program changes or ends.  If you don’t agree to the modification or replacement, you can choose to terminate your participation in the Program. Your continued participation in the program following any changes to this agreement will constitute your acceptance of any modifications. 

2. Eligibility To Participate In The Program & Prohibited Activities

You must be at least 18 years of age to become a How To Cake It Affiliate.

You must comply with this Agreement to participate in the Program and to receive Commissions.

You MUST be kind, respectful and act in a professional manner at all times when communicating with all Affiliates and representing How To Cake It.

Your Affiliate Code is for you to post solely in your social media profiles.  Participation in the Program does not grant you any rights to sell How To Cake It items at events of any kind (ex. farmer's markets, craft fairs etc.) and must have received express written permission by us to do so. 

Do not comment your Affiliate Code on any How To Cake It social media posts or channels (i.e. Instagram, Twitter, Facebook, etc.).

Do not post your Affiliate Code in the comments of any posts from How To Cake It wholesale accounts or stores who carry our products. This will warrant immediate removal from The Program.

DO NOT add your Affiliate Code to coupon sites. We check these sites frequently and any Commissions will be revoked if found on these sites.

You must have a PayPal account to get paid.

Please remember that the purpose of the Program is to bring awareness to the How To Cake It mission and introduce new clients to the brand.

Your breach of any of the terms of this Agreement, or any other agreement between you and us, or in connection with the Program (e.g. the PayPal User Agreement, Refersion Terms of Use, Google Terms of Use and Privacy Policy) then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) withhold (and you agree you will not be eligible to receive) any and all Commissions otherwise payable to you under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of How To Cake It to recover damages in excess of this amount.

3.  Commissions on Qualifying Purchases

We will pay you a 15% commission of the price paid by the customer and actually received by How To Cake It, before taxes and shipping and after discounts, on all Qualifying Purchases (your “Commission”). A “Qualifying Purchase” occurs when (i) a customer uses Your Affiliate Code to purchase eligible goods from the How To Cake It Site; (ii) the customer’s payment is successfully processed. Commissions are only eligible on non-returned or non-canceled orders. 

Notwithstanding the foregoing, Qualifying Purchases are disqualified and no Commission shall be due whenever (a) they occur in connection with a violation of this Agreement, or any other terms, conditions, specifications, statements, and policies that we may issue from time to time that apply to the Program; (b) any purchases that occur after termination of your Agreement; (c) any order where a cancellation, return, or refund has been initiated; (d) any purchase by a customer who is referred to the How To Cake It Site through any advertisement that you purchased through participation in bidding or auctions on keywords, search terms, or other identifiers that include the word “How To Cake It” or any other How To Cake It trademark (or variations or misspellings of any of those words, (e) any purchase by a customer who is referred to the How To Cake It Site by a link that is generated or displayed on a search engine (including Google, Yahoo, Bing, or any other search portal, sponsored advertising service, or other search or referral service, or any site that participates in such search engine’s network); (f) any purchase by a customer who is referred to the How To Cake It Site by a link that sends users indirectly to the How To Cake It Site via an intermediate site, without requiring the customer to click on a link or take some other affirmative action on that intermediate site; (f) any purchase by a customer, where such customer does not comply with the terms and conditions applicable to the How To Cake It Site; or (g) any purchase that is not correctly tracked or reported because the your Affiliate Code is not properly formatted or inserted in the How To Cake It Site’s checkout process. 

We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Purchases for the purposes of our internal tracking, and creating and distributing your Commissions. We may hold accrued Commissions for a reasonable period of time following any termination of this Agreement to ensure that the correct amount is paid.

We will pay Commissions in United States Dollars via PayPal on the 15th of every month. If a public holiday falls on the 15th, commissions will be paid on the following Monday. You may be permitted to elect to receive payment in a currency other than United States Dollars. If you choose to do so, you agree that the conversion rate will be determined in accordance with PayPal’s operating standards.  You are solely responsible for any PayPal fees, and any and all taxes. We are not responsible for any Commissions that are not received by you due to any suspension or termination of your PayPal account. 

Payments made to you, as reduced by all deductions or withholdings described in the Agreement, will constitute full payment and settlement to you of amounts payable under the Agreement.

If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent fees payable to you under the Agreement or any other agreement between you and us.

4.  Taxes

We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under this Agreement. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold any amounts otherwise payable to you in connection with the Program until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

5. How To Cake It Customers

You acknowledge and agree that How To Cake It’s customers do not become your customers by virtue of your participation in the Program. You agree to not handle or address any contact with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with How To Cake It, you will state that those customers must follow contact directions on the How To Cake It Site to address customer service issues.

6. Warranties

You represent, warrant, and covenant that (a) you will participate in the Program in accordance with this Agreement, (b) your participation in the Program, including without limitation, your creation, maintenance, or operation of Your Profile(s) will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into contracts, (d) you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you will not participate in the Program if you are the subject of CA or U.S. sanctions or of sanctions consistent with CA or U.S. law imposed by the governments of the country where you are using the How To Cake It Site and (g) the information you provide in connection with the Program is accurate and complete at all times.

We do not make any representation, warranty, or covenant regarding the amount of traffic or Commissions you can expect at any time in connection with the Program, and we will not be liable for any actions you undertake based on your expectations.

7. Term and Termination

The term of this Agreement will begin upon your submission of the application to join the Program. Either you or we may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination.

You can provide termination notice by emailing us at: [email protected]

In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following: (a) you have breached or threaten to breach any part of this Agreement; (b) we believe that we may face potential claims or liability in connection with your participation in the Program; (c) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Program; (d) your participation in the Program has been used for deceptive, fraudulent or illegal activity; (e) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement; (f) we have previously terminated this Agreement with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, or (g) we have terminated the Program as we generally make it available to participants.

Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 2, 4, 5, 6, 7, 8, 9, 10 and of this Agreement will survive the termination of this Agreement. No termination of this Agreement will you of any liability for any breach of, or liability accruing under, this Agreement prior to termination.

8. Disclaimers

The program, the How To Cake It Site, any products and services offered on the How To Cake It site, any coupon codes, link formats, content, our and our affiliates’ domain names, trademarks and logos, and all technology, software, functions, materials, data, images, text, and other intellectual property rights, information and content provided or used by or on behalf of us or our affiliates or licensors in connection with the program (collectively the “service offerings”) are provided “as is” and “as available”. Neither we nor any of our affiliates or licensors make any representation or warranty of any kind, whether express, implied, statutory, or otherwise, with respect to the service offerings. We and our affiliates and licensors disclaim all warranties with respect to the service offerings, including any implied warranties of title, merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement and any warranties arising out of any law, custom, course of dealing, performance, or trade usage. We may discontinue any service offering, or may change the nature, features, functions, scope, or operation of any service offering, at any time and from time to time. Neither we nor any of our affiliates or licensors warrant that the service offerings will continue to be provided, will function as described, consistently or in any particular manner, or will be uninterrupted, accurate, error free, or free of harmful components. Neither we nor any of our affiliates or licensors will be responsible for (a) any errors, inaccuracies, viruses, malicious software, or service interruptions, including power outages or system failures or (b) any unauthorized access to or alteration of, or deletion, destruction, damage, or loss of, your profiles or any data, images, text, or other information or content. No advice or information obtained by you from us or from any other person or entity or through the service offerings will create any warranty not expressly stated in this agreement. further, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with (x) any loss of prospective profits or revenue, anticipated sales, goodwill, or other benefits, (y) any investments, expenditures, or commitments by you in connection with your participation in the program, or (z) any termination or suspension of your participation in the program. Nothing in this section will operate to exclude or limit warranties, liabilities, or representations that cannot be excluded or limited under applicable law.

9. Limitations on Liability

How To Cake It’s liability arising out of or related to this agreement shall not exceed the amount of Commissions actually earned by you in the period of twelve (12) months immediately preceding the date on which you present us with a claim arising out of or related to this agreement.  

10. Agreement to arbitrate/dispute resolution

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

YOU AND WE AGREE TO ATTEMPT TO INFORMALLY RESOLVE DISPUTES: In the event that there is any dispute relating to this Agreement and the Program, you and we both agree that the party alleging the dispute shall send to the other party a written notice describing the dispute (“Notice of Dispute”).  You and we both agree that prior to initiating any claim for arbitration or other legal proceeding, that you and we shall attempt to informally resolve such dispute for a period of thirty (30) days following the receipt by the non-claiming party of the Notice of Dispute. 

All Notices of Dispute to How To Cake It shall be in writing and sent by personal delivery registered or certified mail (return receipt requested) or overnight air express if such services actually provide proof of mailing, to:

How To Cake It

P.O. BOX 77548

DOWNSVIEW, ON

M3H 6A7

YOU AND WE BOTH AGREE TO ARBITRATE: In the event that a dispute is not resolved within the foregoing thirty (30) day period, then you and we agree to resolve any claims relating to this Agreement through final and binding arbitration. 

STATUTE OF LIMITATIONS: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms of Use, including without limitation, access and/or use of the Site and/or Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

13. Miscellaneous

You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with Your Profiles, (c) our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement, and (d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.

You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

Any information relating to us or any of our affiliates that we provide or make accessible to you in connection with the Program that is not known to the general public or that reasonably should be considered to be confidential is our “Confidential Information” and will remain our exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your participation will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.

Nothing contained in this Agreement should be understood as granting you any rights in and to any of our trademarks, service marks, logos, or other intellectual property owned by us or by any third party.

No delay, failure, or default by us will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts or God or of nature, strikes other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond our reasonable control, including, without limitation, the interruption or discontinuance of services provided by third parties (e.g. PayPal, Refersion, etc.) in connection with the Program. 

This Agreement incorporates all of the terms and conditions of the How To Cake Its Site’s Terms of Use including the Privacy Policy. To the extent there is a conflict between the How To Cake It Site’s Terms of Use and this Agreement, the terms of this Agreement shall control. This Agreement constitutes the entire agreement and understanding between you and us in connection with the Program, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of this Agreement).

Any questions? Please email [email protected]