Royal Coupon Inc. Publisher Agreement

Last updated June 13, 2013

The Royal Coupon Inc. Publisher Agreement ("Agreement") is jointly entered into by the applying publisher ("you" or "Publisher") and Royal Coupon Inc. ("we" or "Royal Coupon Inc.") as of the date of submission. The terms and conditions herein apply to Publisher’s participation in the Royal Draw Affiliate Program. In agreeing to the Publisher Agreement and submitting an affiliate application you make a binding obligation and agreement to abide by and execute all terms and conditions herein.

GLOSSARY OF TERMS.

The definitions contained in the Glossary will apply to the defined terms herein.

Publisher: a participant in the affiliate program who has an affiliate account with Royal Coupon Inc.

Program: the Affiliate Program in its entirety provided and managed by Royal Coupon Inc.

Account: an affiliate account that provides Publisher with an interface for tracking referrals and earnings, updating payment information, and accessing Graphics.

Visitor: a visitor to the Royal Draw site through Publisher’s affiliate link.

Agent: any publisher, affiliate, distribution partner or other similar third-party with a business relationship with Publisher for the purposes of participation in the Program.

Lead(s): any new subscriber to Royal Draw or new Royal Draw account holder referred by Publisher who has not previously been a subscriber or an account holder, the acquisition of which Royal Coupon Inc. compensates the Publisher.

Invalid Leads: any Leads that (i) were generated in violation of the terms and conditions of this Agreement or applicable laws; (ii) do not meet all of the requirements as set forth in the Agreement; or (iii) were generated through any misleading or fraudulent means, for which Publisher will not be compensated by Royal Coupon Inc.

Creative: a graphic banner or widget and its included code provided by Royal Coupon Inc. through Publisher’s Account for the purposes of tracking Leads.

Royal Draw: the web property found at RoyalDraw.com promoted as part of the Program, which is owned, operated and maintained by Royal Coupon Inc. as a subscription- and account-based interactive website.

PROGRAM.

Publisher is hereby granted a non-exclusive, non-transferable license to participate in the Program by promoting Royal Draw through the use of the supplied Creative to refer Leads for which Publisher is compensated by Royal Coupon Inc. on a commission basis. Termination of this Agreement constitutes termination of this license to participate in the Program.
APPROVAL.

Publisher may only earn commissions on Leads after their application has been submitted, reviewed and approved by Royal Coupon Inc. Royal Coupon Inc. reserves the right to refuse approval of any applicant (whether an individual or an organization) applying for the Program. If and once approved, Publisher will be provided with an Account that is not transferrable and may only be used and accessed by Publisher and Royal Coupon Inc. Any attempt by Publisher to let others who have not been approved by Royal Coupon Inc. access its account, assume ownership of its account, or use any Creative without the express permission of Royal Coupon Inc. may result in an immediate termination of Publisher’s Account and participation in the Program, the forfeiture of all commissions, and the termination of this Agreement.
GENERAL PUBLISHER OBLIGATIONS.
1. Publisher represents and warrants that all information submitted to Royal Coupon Inc. through the application or the Publisher’s Account is complete and accurate, including but not limited to business name and contact information. Publisher agrees it is responsible for providing and maintaining accurate Publisher registration and Account information.
2. Publisher understands and agrees that it is solely responsible for all Publisher’s marketing activities, and is solely liable for any damages or losses incurred respective to the Program by its violation of any applicable laws or this Agreement. Royal Coupon Inc. will in no way be liable for any damages or losses incurred as a result of Publisher’s participation in the Program, including but not limited to damages or losses incurred from Publisher’s false or misleading advertising, the improper use of the Creative provided, or the failure of Publisher to uphold any term(s) of this Agreement.
3. Publisher understands and agrees that it is solely responsible for the development, operation and maintenance of Publisher’s website(s) and web properties, and all content therein.
4. Publisher agrees that its website(s) and web properties shall not resemble the Royal Draw website, and will not give the impression (whether through design or content) that Publisher’s website(s) or web properties are in any way a part of or belonging to Royal Coupon Inc.
5. Publisher shall not modify or alter the Creative in any manner, including the HTML code contained within.
6. Publisher agrees to only display approved Creative supplied by Royal Coupon Inc. as part of its participation in the Program, and agrees to never create its own banners or hyperlinks based on those provided by Royal Coupon Inc. except with the express emailed permission of Royal Coupon Inc. Any unauthorized use of the Creative will result in immediate termination of this Agreement and the forfeiture of any outstanding commissions owed.
7. Publisher warrants that Publisher is not currently under order or investigation by any local, provincial/state, federal, or international regulatory or law enforcement organization. Publisher shall notify Royal Coupon Inc. immediately by email of any investigation, litigation, arbitrated matter or other dispute relating to Publisher’s advertising, marketing, information security or privacy practices, whether public or not.
8. Publisher represents and warrants that it will at all times comply with all applicable laws.
9. Publisher agrees to the following subject to Publisher’s participation in the Program and the display of Royal Coupon Inc.’s Graphics or other affiliate material:
  1. Publisher shall not place Royal Coupon Inc. Graphics on a website or any other web property with prohibited content, including but not limited to, content that:
    - contains or promotes the use of alcohol, tobacco, illegal substances, violence, abuse, physical harm to any organization or living thing, pornography, phone sex or escort services, gambling, expletives or other inappropriate language;
    - contains or promotes illegal or unethical content including but not limited to racism and other targeted hate, fraud, pyramid schemes, investment and money-making opportunities or illegal advice;
    - contains or promotes engagement in illegal or harmful activities including but not limited to bomb or weapons construction, money counterfeiting, and software pirating;
    - is libelous, defamatory, infringing, false, misleading, fraudulent or contrary to public policy;
    - is prohibited by federal or provincial/state law;
    - may introduce viruses, Trojans, worms, or harmful code to a user’s browser, computer, or the Internet;
    - is otherwise objectionable to Royal Coupon Inc., in its sole discretion; and
    - may bring negative publicity to Royal Coupon Inc. as determined in its sole discretion.
  2. Spoofing, redirecting or trafficking from prohibited websites (as named above) in an effort to gain referrals is prohibited and may result in immediate termination of this Agreement and the forfeiture of any outstanding commissions owed.
  3. Trafficking from websites that are point- or rewards-based and encouraging users to subscribe to Royal Draw in order to win or earn points or rewards, or the use of any other incentives for Visitors to subscribe is prohibited and may result in immediate termination of this Agreement and the forfeiture of any outstanding commissions owed.
  4. Publisher shall not disseminate, promote or in any way distribute any Creative or links provided by Royal Coupon Inc. through the use of contextual media, adware, spam, pop-up/pop-under technologies, plug-ins, or similar technologies except with the express emailed permission of Royal Coupon Inc.
  5. Publisher shall not violate any third-party terms and conditions or privacy policies for the purposes of Publisher’s participation in the Program, including, but not limited to the prohibition of unauthorized use of a third-party website for commercial gain.
  6. Publisher shall not use deceptive, fraudulent or misleading practices or technologies to generate Invalid Leads, which includes email addresses, false subscribers or account holders, and forced subscriptions to Royal Draw through the use of technologies including but not limited to programs, robots, hidden pictures, redirects, spiders, computer scripts or any other automated, artificial or fraudulent technologies or methods designed to deceive users or Royal Coupon Inc.
  7. Publisher shall not engage in any deceptive or misleading advertising or marketing with respect to their participation in the Program, including but not limited to phishing, cybersquatting, typosquatting or combosquatting.
  8. Publisher may only distribute or promote Royal Coupon Inc. to traffic originating in Canada and the United States.
  9. Publisher warrants that any and all tracking technologies, including but not limited to cookies and pixels, installed on any user’s computer by Publisher will comply with Publisher's posted privacy policy and/or terms and conditions, as well as all applicable laws and regulations.
  10. Publisher warrants that all promotions of Royal Coupon Inc. for the purposes of the Program on wireless devices, such as cell phones and tablets, shall:
    - comply with all applicable laws and regulations regarding marketing to wireless devices;
    - comply with all terms and policies of the wireless service providers, the wireless device manufacturers, and the wireless operating systems; and
    - never install any software, cookies or applications to any device without the express consent of the device user.
USING AGENTS.

Publisher shall not enter into a relationship with any Agent without the express, written permission of Royal Coupon Inc. Royal Coupon Inc. reserves the right to deny any request by Publisher to enter into a relationship with an Agent. In requesting permission of Publisher to enter into a relationship with an Agent, Publisher must provide Royal Coupon Inc. with the following identifying information:
1. In the case of an independent individual not affiliated with a corporation, partnership proprietorship, limited liability company, organization, association, cooperative, agency, or other legal entity for the purposes of participation in the Program, the Agent’s first and last name, physical address, telephone number, and email address; and
2. In the case of corporations, partnerships, proprietorships, limited liability companies, organizations, associations, cooperatives, agencies, or other legal entities, the name and jurisdiction of organization for such entity and the first and last name, physical address, country, telephone number, and email address for the person or persons who own, manage, or control the Agent for the purposes of participation in the Program.
If Publisher is granted permission to use Agents, Publisher agrees as follows:
1. Creative may only be pulled from Publisher’s Account by Agents that are direct publishers and do not have a network of their own.
2. If any Agent generates Invalid Leads, Publisher’s permission to use such Agent will be revoked effective immediately upon given notice, and Publisher shall provide Royal Coupon Inc. with any outstanding or up-to-date contact information for such Agent immediately upon request by Royal Coupon Inc. for the purposes of creating and maintaining a blacklist for Agents.
3. If any Agent generates Invalid Leads, Publisher’s and Agent’s access to your Account may be suspended and your participation in the Program may be suspended by Royal Coupon Inc.
4. Publisher shall not be entitled to payment for any Leads generated in violation of the Agreement. In addition, Royal Coupon Inc., may, at its sole option, exercise any of the following remedies for any breach of the Agent Requirements by Publisher or its Agents:
  - Prohibit any Agent that violates any term of this Agreement from participating in the Program;
  - Revoke the right of Publisher to use Agents for the purposes of the Program;
  - Terminate this Agreement and prohibit Publisher from continued participation in the Program; and/or,
  - Exercise any other rights and remedies under this Agreement or pursuant to applicable laws and regulations.
Publisher will not make any commitments or representations on behalf of Royal Coupon Inc. with regard to any relationship it enters into with its Agents in connection with the Program. Publisher will provide all Agents with a copy of this Agreement, which will extend in full force and effect to the Agent as to the Publisher. Publisher shall require and ensure Agents comply with all of terms and conditions of this Agreement, and agrees that Publisher shall be fully responsible for any breach of any term or condition herein by its Agents. Publisher is limited to a single tier of Agent relationships, and will prohibit its Agents from entering into any additional tier of agent relationship for the purposes of the Program.

Failure by Publisher to uphold and terms of this Agreement pursuant to its use of Agents may result in immediate termination from the Program.
PUBLISHER OBLIGATIONS FOR EMAIL MARKETING.

Publisher represents and warrants that any and all emails and email campaigns distributed by Publisher that contain any Royal Coupon Inc. Creative, links, or logos shall at all times maintain strict compliance with the CAN-SPAM Act and any and all other rules and regulations pertaining to the transmission of emails, including all applicable federal, provincial/state, local and international laws and regulations. In addition, without limiting the foregoing, Publisher agrees that it will comply with the following requirements, which shall extend in effect to any Agent Publisher uses for the purposes of the Program:
1. Publisher shall ensure that the email addresses in its email distribution list (the “List”) are entirely “opt-in”, whereby the recipient has knowingly and voluntarily consented to receiving email communications from Publisher.
2. Publisher shall not promote Royal Draw in emails sent through open proxies, from email or Internet Protocol (“IP”) addresses registered through fraud or false pretenses, or through any means in violation of an Internet Service Provider’s (“ISP”) policies.
3. Upon request from Royal Coupon Inc., Publisher shall promptly provide a full list of domain names, routing information and IP addresses that will be, are being or were used to send emails promoting Royal Draw, as well as details about the transparency of the return domain names, the List owners’ contact information, and any and all other information that permits email recipients to identify email senders.
4. If at any time any of Publisher’s and/or List owners’ IP addresses or domain names are mass-blocked or blacklisted, Publisher will inform Royal Coupon Inc. immediately and may be suspended from the Program.
5. Publisher shall be the “sender” (as defined by the CAN-SPAM Act) of any email containing a promotion of Royal Draw as part of the Program, and shall comply with all requirements of a “sender” under the CAN-SPAM Act.
6. Any email from Publisher that contains Creative promoting Royal Draw as part of the Program, whether sent directly or routed through a third-party, shall:
  - Have valid and traceable identification of the sending party;
  - Include a valid physical address of Publisher in the email body or footer;
  - Include the following statement or similar within the email body “This email is being sent to you because you have opted to receive such messages.”;
  - Include a "subject line" that accurately reflects the contents of the email and is not misleading;
  - Use a valid and functioning “reply-to” email address where Publisher can be contacted by the recipient; and
  - Not contain false or misleading header or transmission information.
7. Publisher represents and warrants that any email content promoting Royal Draw as part of the Program will not infringe upon or violate any copyrights, trademarks, rights of privacy or publicity, or any other proprietary rights of any third party.
8. Publisher represents and warrants that any email containing any promotion of Royal Draw as part of the Program will not violate any applicable laws or regulations or cause injury or harm to any third party.
9. Publisher shall include in each email message containing a promotion of Royal Draw as part of the Program a clear and functional means or indication of how the recipient can opt out of receiving future emails from Publisher whereby personally-identifiable information other than the recipient’s email address is not required for opting out. Upon opt-out, Publisher will cease to send emails to the recipient.
10. Publisher represents and warrants that all email addresses to which any emails are sent that contain promotions of Royal Draw as part of the Program shall be:
  - Collected and maintained in compliance with all federal, provincial/state and international laws and regulations;
  - Collected in compliance with the applicable privacy policies where collected from websites or other online venues; and
  - Obtained legally and lawfully, without employing email address harvesting and/or any other deceptive act and/or practice.
MONITORING & COMPLIANCE.

Publisher agrees that Royal Coupon Inc. and any of our third-party service providers may monitor or audit Publisher’s sites and online activities related to Publisher's participation in the Program, as well as those of Publisher’s Agents involved in the Publisher’s participation in the Program. Publisher will never block or otherwise interfere with such monitoring, and agrees that if such monitoring is ever found to be blocked in part or in whole, Royal Coupon Inc. may terminate this Agreement immediately without notice and Publisher will forfeit any outstanding commissions owed. Publisher agrees to provide any documentation or information requested by Royal Coupon Inc. for the purpose of auditing Publisher’s online activities relating to participation in the Program. Failure to promptly comply with Royal Coupon Inc.’s efforts and requests to audit Publisher or its Agent’s shall constitute a material breach of this Agreement, and Royal Coupon Inc. may terminate this Agreement immediately without notice and Publisher will forfeit any outstanding commissions owed.
PAYMENT TERMS.

Royal Coupon Inc. will pay Publisher any commissions earned as follows:
1. Publisher will have an accumulating balance visible in its Account. No notification of credit will be given except commission balance updates in your Account.
2. Payouts will be in the form of a cheque made out to Publisher based on their Account information and mailed to the address in Publisher’s Account.
3. The minimum payout amount for commissions owed is $100. When payout has occurred, the next payout session will occur when Publisher’s Account balance again reaches $100 or more.
4. When your account balance reaches the minimum payout amount payment will be issued at the end of the following month.
5. Commissions will only be credited for a referral if a Visitor does not already have an existing Royal Draw account at the time of access, and has not previously had a Royal Draw account. Publisher will not be credited for any re-subscription made by an existing or former Royal Draw account holder who visits the site through your affiliate link.
6. Referrals and earnings can be tracked and displayed only through your Account.
7. Should you decide to end your participation in the Program, Royal Coupon Inc. will issue Publisher a cheque for the total amount owed at the end of your final month as our affiliate.
8. Royal Coupon Inc. may withhold payment to Publisher if it is determined in Royal Coupon Inc.’s sole discretion that Publisher has violated this Agreement, including but not limited to generating Invalid Leads or engaging in authorized activity respective to the Program.
9. If Publisher’s account is inactive for a period of six consecutive months, Royal Coupon Inc. reserves the right to suspend or close Publisher’s account. In the event of an account closure, Publisher shall forfeit any due commissions as compensation to Royal Coupon Inc. for the cost of maintaining and closing the inactive Account.
LIMITED LICENSE.

Publisher is hereby granted a non-exclusive, non-transferable, revocable, and limited license to use Royal Coupon Inc.’s name, logos, (collectively the “Trademarks”), as well as the Creative for the purposes of the Program. Use of the Royal Coupon Inc. Trademarks and Creative is granted for the sole purpose of identifying Publisher as a Royal Draw affiliate and for Program administration. Publisher may not alter any Trademarks or Creative, or any text or code that may lie within. Upon termination of this Agreement, Publisher will cease using and displaying in any way the Royal Coupon Inc. Trademarks and Creative, and the license to use the Trademarks granted herein will be terminated.
TERM AND TERMINATION.

The term of your affiliation begins when you receive a confirmation email of your Account creation.

If Publisher or its Agents violates any term(s) of this Agreement or any applicable law, Publisher may be immediately terminated from the Program and any due commissions will be forfeited; furthermore, Royal Coupon Inc. may take legal action against Publisher, including, but not limited to reporting Publisher to the proper authorities. Either party may terminate this Agreement at any time for any reason with two business days given as notice.
MUTUAL REPRESENTATIONS AND WARRANTIES.

Each party subject to this Agreement represents and warrants to the other party that:
- It has the right, power, and authority to enter into this Agreement and execute its obligations herein;
- Agreement to and execution of this Agreement do not and will not violate any other agreement to which it is a party or otherwise bound, or any applicable federal, provincial/state, local or international law or regulation to which it is subject;
- It shall render all services and communications to the other party in a professional and reasonable manner in accordance with generally accepted industry standards;
- It is fully compliant with applicable privacy and information security laws; and
- It shall provide clear disclosure of its respective privacy policy and practices to visitors of its website(s).
LIMITATION OF LIABILITY.

THE ROYAL DRAW AFFILIATE PROGRAM IS PROVIDED AS OUTLINED IN THIS AGREEMENT. NEITHER PARTY MAKES ANY WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEPT AS EXPRESSLY SET FORTH HEREIN. ROYAL COUPON INC. SHALL IN NO WAY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOSS OF PROFITS, LOSS OF CUSTOMERS, OR HARM TO BUSINESS IN ANY WAY) EVEN IF INFORMED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. ROYAL COUPON INC.'S LIABILITY UNDER THIS AGREEMENT WILL IN NO WAY EXCEED THE AMOUNT PAID TO PUBLISHER AS FEES FOR THE EVENT GIVING RISE TO LIABILITY.
DISCLAIMER & RELEASE OF LIABILITY.

Royal Coupon Inc. makes no explicit or implicit guarantee of Publisher’s success in the Program. We also make no guarantee that the Royal Draw website, the Program or its operations will be free of error or interruption.

Royal Coupon Inc. is not responsible for any damage or interruptions that may be caused by Publisher incorrectly posting any Creative, whether in website code or elsewhere online, and is not liable for any damages, loss of profits, or loss of data resulting from your participation in the Program in any and all respects. You agree to hold harmless Royal Coupon Inc., its subsidiaries, directors, employees, customers, and other affiliates in the face of any claims, settlements, expenses (including legal fees), or other damages resulting from your participation in the Program.
INDEMNIFICATION.

Publisher agrees to indemnify, defend and hold harmless Royal Coupon Inc., its subsidiaries, directors, employees, customers, and other affiliates from and against: any claims, investigations, lawsuits, penalties, losses, damages, and applicable expenses (such as lawyer fees) resulting from false advertising, property damage, personal injury, or death as a consequence of Publisher’s participation in the Program; the negligence, misrepresentation, or illegal/unlawful act(s) of Publisher, its directors, employees and partners; or from the breach or failure of Publisher to uphold and/or fulfill the obligations of this Agreement.
CONFIDENTIAL INFORMATION.

Publisher and Royal Coupon Inc. agree to use any confidential information provided by the other party solely for the purposes of this Agreement, and agree to never disclose confidential information relating to the other party’s business plans, customers, partners, existing and potential technologies, sales and marketing strategies, staff information, website code, research and development, product information, contact information, trademarks, or any other materials pertaining to the operations of the proprietary party (collectively, “Confidential Information”), to any unauthorized third party, unless (i) such disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties hereto; and (b) such disclosure is required by applicable law, provided the receiving party gives the disclosing party reasonable advance notice of such disclosure to permit the disclosing party an opportunity to seek appropriate relief for the protection of and the prevention of any unauthorized use or disclosure of its Confidential Information. Further, both parties hereto agree to not use the other party’s Confidential Information for its own gain without the prior written consent of the proprietary party. Information excluded from the definition of "Confidential Information" includes (i) information already known to the receiving party at the time of disclosure by the other party; and (ii) information lawfully received by the receiving party from any third party without breach of contractual obligations to the other party.
GENERAL TERMS.

Relationship. The parties hereto agree they are independent entities and nothing in this Agreement shall be expounded to form or indicate a union, partnership, or any type of joint business venture between the two other than that outlined in this Agreement.

Communication. The parties hereto agree upon electronic messaging, whether by email or through the affiliate user interface, as a sufficient acceptance or issuance of information and authorization. Telephone conversation will not be considered a legal or binding means of communication, authorization, or agreement. Publisher certifies that if questions or requirements pertaining to Publisher’s participation in the Program set forth by Royal Coupon Inc. are not answered or met with enough reasonable time allowance, Royal Coupon Inc. may terminate this Agreement and Publisher’s Account without notice, and Publisher will forfeit any outstanding commissions owed.

Notices. Any notices from one party to the other hereto shall be valid upon delivery. Publisher agrees to receive electronic communications from Royal Coupon Inc. at the email address provided by Publisher in its account information. Notice of any changes to this Agreement shall be deemed effective upon posting at www.royaldraw.com.

Assignment. Publisher may not assign, transfer, or otherwise redirect its obligations under this Agreement to any other party or authority without the prior written consent of Royal Coupon Inc.

Agreement Amendment. Changes, amendments or modifications of any provision of this Agreement shall be valid upon posting at www.royaldraw.com.

Survival. Any obligation of the parties hereto relating to limitations on liability, confidentiality, and indemnification shall survive termination of this Agreement in full force and effect.

Governing Law. This Agreement is governed by the laws of the Province of Ontario and the laws of Canada. All disputes in connection with or arising from this Agreement, or respective of any legal relationship associated with or determined by this Agreement, shall be subject to arbitration in accordance with the then-current National Arbitration Rules of the ADR Institute of Canada. Arbitration will take place in Toronto, Ontario, and will be conducted in the English language. The decision of the authorized arbitrator shall be final and binding to all parties involved, and may be initiated and administered in any court with legal jurisdiction respective to the parties or the purpose of the dispute.

Force Majeure. Should the ability of either party hereto to fulfill its obligations contained herein be interrupted, delayed, or otherwise impeded due to any occurrence beyond the control of the affected party, such as war, acts of civil or military authority, national emergency or crisis, strike, riot, insurrection, embargo, natural disaster, actions of parties not pertaining to this Agreement, or by the impedance of transportation or material acquisition, the affected party’s obligations thusly impeded shall be waived for the length of time reasonably necessary to remedy the effects of such occurrence.

Waiver. Failure of either party to enforce strict performance by the other under this Agreement, assert any provision of this Agreement, or to exercise any of its rights under this Agreement shall in no way and at no time be construed as a waiver to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance.
ENTIRE AGREEMENT.

Publisher and Royal Coupon Inc. agree that this Agreement constitutes the complete and ultimate agreement between the two parties, and any prior understandings or arrangements not disclosed are negated by this Agreement.

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced or upheld as nearly as possible in accordance with the stated intention in this Agreement, while the remaining provisions of this Agreement shall remain valid in full force and effect for all parties hereto.