12. Responsibility for Your Website
You will be solely responsible for the development, operation, and maintenance of your Website and for all materials that appear on your Website. For example, you will be solely responsible for:
The technical operation of your Website and all related equipment
Creating and posting product descriptions on your Website and linking those descriptions to our online catalog of products
The accuracy and appropriateness of materials posted on your Website (including, among other things, all product-related materials)
Ensuring that materials posted on your Website do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal, proprietary or intellectual property rights)
Ensuring that materials posted on your Website are not libelous or otherwise illegal We disclaim all liability for these matters. Further, by participating in the Affiliate Program, you expressly agree that you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and content of your Website.
You agree that you will not (a) take any action that could cause viewers confusion as to our relationship with you, or to the Website on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; and (b) post or serve any advertisements or promotional content around or in conjunction with the display of our Website (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Referral Commissions and Referral Overrides payable to you under this Agreement and/or terminate this Agreement.
13. Terms of this Agreement
The terms of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written or Email notice of termination. You are only eligible to earn Referral Commissions and Referral Overrides on sales of qualifying products occurring during the term of this Agreement, and commissions and overrides earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Website, all links to our Website, and all AuroraMarine.com trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Affiliate Program. This Agreement shall automatically terminate upon filing of any petition under Bankruptcy by or against you, upon any assignment for the benefit of your creditors or upon your dissolution if you are other than an individual.
14. Modification
We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion, by posting a change notice or a new agreement on our Website. Modifications may include, for example, changes in the scope of available Referral Commissions and Referral Overrides, commission and override schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
15. Relationship of the Parties
You and we 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. You will not make any statement, whether on your Website or otherwise, that reasonably would contradict anything in this Section.
16. Limitation of Liability
We will not be liable for direct, indirect, special, or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising from this Agreement and the Affiliate Program shall not exceed the total Referral Commissions and Referral Overrides paid or payable to you under this Agreement.
17. Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program or any products sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing or trade usage). In addition, we make no representation that the operation of our Website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
18. Independent Evaluation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
19. Miscellaneous
This Agreement will be governed by the laws of the Canada and the Province of Ontario, without reference to rules governing choice of laws. Any action relating to this Agreement or the Affiliate Program must be brought in the Provincial Courts located in Ontario, and you irrevocably consent to the jurisdiction of and venue in such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. 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. 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.
