TERMS OF USE

AFFILIATE AGREEMENT

Last modification on May 11, 2021

These Terms of Service (“Terms” “Agreement”) constitute a binding agreement between you (“Affiliate”, “you”, “your”) and 4355768 CANADA INC. (“CrakRevenue,” “we,” or “our”), and govern your use of CrakRevenue (“Website” or “Site(s)”) and the content, products and services offered through the Website (collectively with the Website, “the Services”). By continuing to maintain your affiliate relationship with us, you acknowledge that you have read and understood this Agreement and agree to be bound by its Terms and Conditions. THESE TERMS MAY BE AMENDED OR CHANGED BY US AT OUR DISCRETION AT ANY TIME, AS PROVIDED BELOW. By continuing to access or use the Website or any other Service following any such changes, you will be deemed to have accepted them. Moreover, we reserve the right to modify or discontinue providing all or any portion of the Services at any time, with or without notice. Be sure to review this page regularly to familiarize yourself with the most current version of these Terms. We encourage you to contact an attorney of your choice and at your own expense if you do not understand any of the Terms contained in this Agreement. If you disagree with anything contained in this Agreement, please stop using our Sites, products and/or services immediately. We encourage you to contact an attorney of your choice and at your own expense if you do not understand any of the Terms contained in this Agreement. If you disagree with anything contained in this Agreement, please stop using our Sites, products and/or services immediately. We encourage you to contact an attorney of your choice and at your own expense if you do not understand any of the Terms contained in this Agreement. If you disagree with anything contained in this Agreement, please stop using our Sites, products and/or services immediately.

1. PRIVACY POLICY

We are committed to protecting the confidentiality of the personal information you provide to us through the Website. Any personal information you submit to us through the Website is subject to  our Privacy Policy , which is incorporated herein by reference. PLEASE READ OUR  PRIVACY POLICY  TO UNDERSTAND OUR PRACTICES REGARDING YOUR PERSONAL INFORMATION. We do not intentionally collect personal information from anyone under the age of 18. The date of the last update of our Privacy Policy will be indicated at the top of this Privacy Policy.

2. ACCESS AND PASSWORDS

During the process of registering for this Website, you chose or were assigned a particular password in accordance with CrakRevenue’s password guidelines. YOU AGREE TO BE THE ONLY INDIVIDUAL AUTHORIZED TO ACCESS THE SITE USING YOUR EMAIL ADDRESS AND PASSWORD, AND YOU AGREE NOT TO ALLOW OTHERS TO ACCESS THE SITE USING YOUR EMAIL ADDRESS OR PASSWORD. You agree that any act on or through the Website undertaken by you, or by any other user using your email address and password to access the Site, will be attributable to you and legally binding on you, even acts for which the user lacked effective authority or made a mistake. You assume all liability resulting from the use of the Site and any service available thereon by yourself or any other person using your email address and password. If you forget your password, please click on the link “Forgot your password? ” on the login page.

3. REPRESENTATIONS AND WARRANTIES

You represent and warrant to CrakRevenue that: (a) You have the legal right and capacity to enter into this Agreement; (b) all information provided to the Site by you is true, accurate, complete and without omissions of necessary information, current and kept up to date; (c) you will be responsible for all use of your email address and password even if such use is made without your authorization or permission; (d) you are at least 18 years old and have reached the age of legal majority in the jurisdiction in which you live or reside and (e) you will not use the Site for any purpose that is illegal or prohibited by this Agreement (f) you are NOT operating from any country, state, province or territory where the distribution and/or sale of adult material is prohibited.

4. PAYMENT AND FEES

4.1  Payments are made 30 days after the end of the period. The periods are from the 1st to the 15th of each month and from the 16th to the last day of the month. We do our best to ensure that payments are issued no later than 30 days after the end of each period, however we cannot guarantee that payment will have been deposited into your account by that time.

4.2 The affiliate must assume the risk of the payment method chosen for sending its commissions. CrakRevenue is not responsible for the loss of funds once the payment has been transmitted to the third party chosen by the affiliate for their payments.

4.3 Individual payment amounts are subject to change and must be kept strictly confidential; no public display of commissions will be tolerated and such display will be considered a violation of the confidentiality provisions of this Agreement.

4.4 Affiliates will not be paid for referring themselves or for ‘multiple accounts’.

4.5 Payments will be made via our acceptable payment options as listed on your profile page and are subject to change.

4.6 The minimum payout is $100, unless otherwise provided depending on the payment method you have chosen, some of which may have a higher minimum payout. All balances will be deferred until the minimum payment is reached.

4.7 If an Affiliate terminates their Account and the amount owed in the Account in question is $20 or less, the Affiliate will forfeit that amount.

4.8 All commissions are payable in US Dollars

4.9 Each and every dishonored payment will be debited from the Affiliate’s account balance.

4.10 We carefully monitor all traffic, clicks, links viewed, sales, impressions, leads, payments and other Program-related activities for potential fraud (“Activities”). If we suspect that your account has been used fraudulently, your account will be deactivated immediately and without notice to you pending further investigation. If you add Activities, or inflate Activities through the use of fraudulent traffic generation methods, as determined exclusively by us, you will forfeit any payment due and your Affiliate Account will be immediately terminated. CrakRevenue exclusively reserves the right to judge whether fraud has occurred and you agree to be bound by any and all of its decisions. It is your OBLIGATION to prove to us that you have NOT committed fraud. CrakRevenue will hold your payments due in the ‘Pending Status’ file until you have provided satisfactory proof to us that you have not engaged in fraud. If you are unable to satisfactorily demonstrate to us that you have not engaged in fraud within seven (7) days after your payments have been placed ‘On Hold’, we reserve the right to close your account. Affiliate Account and cancel payment, at Our sole discretion and without any further obligation to You. If payments have already been made and we consider that these payments have derived from fraudulent activities,

4.11 Any leads or traffic resulting from incorrect targeting and/or targeting to incorrect device types will not be paid to the Affiliate.

4.12 Affiliate shall be responsible for all costs incurred as a result of incorrect information provided by Affiliate to CrakRevenue.

4.13 If you refer another person or entity who becomes a new Affiliate of ours, we will pay you 5% of the revenue generated by your Referred Affiliate (“RA”). We will determine in our sole and reasonable discretion what revenue qualifies for your quota and may adjust revenue for any reason, including but not limited to uncollected amounts, set-off amounts, payments declined or canceled by customers, adjustments for disparities between tracing systems and reserves for anticipated adjustments. You will only earn income on your new ARs once they have been accepted into our network (and we may accept or reject them in our sole discretion) and have signed an Agreement reasonably similar to this. In order to receive your commission from your AR revenue you must maintain an active Affiliate relationship with us, including generating new visits or leads. If you were inactive within our network for more than 90 days (ie not logging in, not generating new visits, not generating leads) you would forfeit all commissions generated by your AR revenue and we would no longer have any obligation to pay future quotas. We reserve the right to terminate our relationship with any Affiliate at any time in our sole discretion and your share of your AR’s earnings will terminate upon termination of that AR’s relationship with us. We may terminate this referral program at any time, without notice to you and without liability of any kind, including liability to pay future copayments. Termination of this referral program does not affect any other obligations contained in this Agreement.

5. LIMITATIONS

5.1 The Site contains material which is the property of CrakRevenue (or material which third parties have licensed to CrakRevenue) and which is protected by copyright and other proprietary rights laws. CrakRevenue retains all rights to the materials and media, including, without limitation, all copyright and other proprietary rights worldwide in all media. You may not use this material except as expressly permitted under this Agreement and applicable intellectual property laws.

5.2 You are granted a non-exclusive, non-transferable, revocable license to display advertisements and marketing materials throughout the Affiliate Site, subject to the terms and conditions of this Agreement and our policies and procedures. . You may not alter, change, add to, or otherwise modify any of the advertising tools we provide. This Agreement does not permit the use of any advertising tools for any offline or non-internet related (ie print) advertising use or for email marketing or similar solicitations.

5.3 You acknowledge that the information (and the Licensed Materials included therein) is highly confidential in nature and that any unauthorized copying, transfer or use thereof may cause CrakRevenue and third parties with whom it does business irreparable damage which does not can be adequately compensated by monetary compensation. You agree that any breach of this provision by you, or any of your subscribers or users, shall entitle CrakRevenue and any third party with which it does business to all equitable remedies (including but not limited to injunction) in addition to other rights and remedies permitted by any applicable law.

5.4 You agree that any provider of any portion of the Licensed Materials may enforce their rights against you, even if they are not a party to this Agreement.

5.5 Duly authorized Affiliates may access CrakRevenue for their personal use, i.e. they may use, as intended, the banners and marketing material available on CrakRevenue. You may not and may not permit others to reproduce, publish, distribute, sell or otherwise access or use any material extracted from the content on or in this Site in any way that may violate any copyright or proprietary right of CrakRevenue; distribute information contained on or in our Site to other users who are not duly authorized to access the Site; distribute, rent, sublicense, transfer, assign the information or this Agreement; decompile, disassemble, or otherwise reverse engineer our Sites or the information or software contained therein, or alter, translate, modify, or adapt them to create derivative works. Unauthorized reproduction, transfer and/or use may constitute both civil and criminal offenses.

5.6 Promoting any CrakRevenue offering through spamming, content blocking or any other deceptive tactics is strictly prohibited. This includes, but is not limited to: spam (via email, forums, comments and instant messages), deceptive redirection, direct promotion to forms rather than products, unauthorized tampering with our affiliate links and unauthorized alteration of home pages. If you are unsure whether your promotional tactics comply with these Terms, please discuss this with your manager.

5.7 It is strictly forbidden to use the sub-affiliate on CrakRevenue unless you have written and signed permission from an authorized representative of CrakRevenue.

5.8 We reserve the right to terminate any Account which has been inactive for more than 12 consecutive months, any amounts due will be subject to a remission in the event of termination due to inactivity.

5.9 Further, you hereby agree to:

            5.9.1 Refrain from buying, bidding for, obtaining or otherwise using keywords incorporating or otherwise based on our trademarks on search engines (ex: google.com, yahoo .com and bing.com);

             5.9.2 You will not purchase, bid for, obtain or use any domain name or URL that incorporates or is likely to be confused with any of our trademarks, copyrights or URLs including, but not limited to words or URLs such as “CrakRevenue”, or any other trademark, copyright or related URL as defined by us;

           5.9.3 Not to use or place our marks on or with any item that would be harmful to end users or their property, including but not limited to items that could give rise to claims arising from breach of warranty implied or expressed or in any product warranty, infringement of intellectual property or which are scandalous, libelous, obscene, invasion of privacy or in any other way illegal or tortious;

             5.9.4 Not to use our marks in any derogatory way or portray our entities in a negative or misleading light;

           5.9.5 Not to create any site or web pages that use our brands in a way that could cause confusion with one or more of the sites operated by any of our entities; (ex: design, graphic representation , appearance and general impression).

            5.9.6 Not to infringe, misappropriate or otherwise infringe any copyright, patent, trademark, trade secret or other form of intellectual property or otherwise infringe or breach any duty owed to any person or entity including, without limitation, the right to privacy and publicity.

          5.9.7 Not to use, register or apply to register any trademark, service mark, domain name, user name, account name or other proprietary designation that incorporates our marks or any variation of our marks, whether used alone, in part, or in combination with other words (eg: “crakrevenue USA”) or based on typographical errors or spelling variations (eg: crackmedia, crakrevenue, etc.) ;

             5.9.8 Promptly notify us when you become aware of any misuse of our marks and reasonably co-operate (at our request) in protecting our marks.

(For a list of our trademarks and registered trademarks, please contact your manager)

5.10  The parties shall comply, at all times, with applicable laws regarding spam and other electronic threats and the sending of emails for commercial purposes including, without limitation, The Controlling the Assault of Non-Solicited Pornography And Marketing ( CAN-SPAM) Act of 2003 (USA) and the Canadian Anti-Spam Legislation (CASL), depending on the location of the sending of any such email and the location of the recipient. In the event of a violation of applicable law, the Agreement will be immediately terminated.

5.11  Affiliate shall comply with applicable industry best practices, code of ethics and guidelines set forth by relevant authorities, such as consumer protection and advertising standards authorities (including, but not limited to, Advertising Standards Canada, the United States Federal Trade Commission (FTC) or similar authority in any relevant or applicable jurisdiction).

5.12  Both parties will, and will at all times during the term of this Agreement, conduct their business and websites, including without limitation CrakRevenue’s and Affiliate’s websites in strict accordance: (i) with all laws and regulations applicable to their business according to the highest legal and ethical standards; and (ii) with all rules and regulations issued from time to time by governments, legal entities, credit card issuers and others.

5.13  otherwise infringes any copyright, patent, trademark, trade secret or other form of intellectual property or otherwise breaches or breaches any duty owed to any person or entity including, without limitation, the right privacy and publicity. Affiliate shall not target anyone under the legal age, nor target jurisdictions where certain restrictions are in effect such that the products offered and their promotion are illegal. Affiliate may not produce or promote any message or communication of any kind that is harmful, violent, threatening, abusive or hateful. trade secret or other form of intellectual property or otherwise breaches or breaches any duty owed to any person or entity including, without limitation, the right of privacy and publicity. Affiliate shall not target anyone under the legal age, nor target jurisdictions where certain restrictions are in effect such that the products offered and their promotion are illegal. Affiliate may not produce or promote any message or communication of any kind that is harmful, violent, threatening, abusive or hateful. trade secret or other form of intellectual property or otherwise breaches or breaches any duty owed to any person or entity including, without limitation, the right of privacy and publicity. Affiliate shall not target anyone under the legal age, nor target jurisdictions where certain restrictions are in effect such that the products offered and their promotion are illegal. Affiliate may not produce or promote any message or communication of any kind that is harmful, violent, threatening, abusive or hateful. nor target jurisdictions where certain restrictions are in effect such that the products offered and their promotion are illegal. Affiliate may not produce or promote any message or communication of any kind that is harmful, violent, threatening, abusive or hateful. nor target jurisdictions where certain restrictions are in effect such that the products offered and their promotion are illegal. Affiliate may not produce or promote any message or communication of any kind that is harmful, violent, threatening, abusive or hateful.

6. PRIVACY

6.1  Each Party shall maintain the confidentiality of all information of a confidential nature obtained from the other Party. Neither Party shall disclose information that is not of a public nature concerning the business or properties of the other Party that it learns in the course of the negotiation or the implementation of this Agreement, this includes individual payment amounts. For clarity, all communications between our staff and you are considered confidential information and must remain so.

6.2 The obligations of this Section shall not apply to any information:

               6.2.1 which is generally known to the industry or the public at the time of such disclosure; Or

            6.2.2 which becomes generally known to the industry or the public after the time of such disclosure; to the extent that such general knowledge is not the result of disclosure in violation of this Section; Or

               6.2.3 which is obtained by a Party from a source other than the other Party, without breach of this Agreement or any other obligation of confidentiality or secrecy of such other party or any other person or entity; Or

            6.2.4 that is independently designed and developed by the disclosing party and that the disclosing party proves by objective evidence that it was not developed as a result of a disclosure of information to the disclosing party, or to any other person or organization that was party to a confidentiality agreement with the non-disclosure party.

6.3 A Party may disclose confidential information received from the other Party: to its managers, employees, professional advisers, parent companies or subsidiaries, or agents insofar as this is reasonably necessary to allow them to fulfill their obligations. incumbent upon under this Agreement or, in the case of professional advisers, for use in their professional duties, to the extent that, prior to any such disclosure, the party shall notify such managers, employees, professional advisers, parent companies or subsidiaries , or agents of their obligation of confidentiality under this Agreement and shall at all times ensure compliance with the agreement by such persons; or in the event that such disclosure is required by law, a court order or competent regulatory body, including but not limited to any law enforcement agency in any jurisdiction. The above disclosures will not constitute a breach of this Agreement.

7. ACCURACY AND AVAILABILITY OF INFORMATION

The Site contains a database of information and other content compiled by CrakRevenue. Although we use commercially reasonable efforts to provide accurate information, CrakRevenue makes no warranty regarding the accuracy of the database and any other content on the Site. CrakRevenue reserves the right at any time to remove or delete information or content from the Site. All content, software and other services provided or found on this Site by CrakRevenue and any third parties are provided “as is” and with “all faults”, without warranty of any kind, and we hereby disclaim all warranties , whether express, implied or statutory, including without limitation any implied warranty of merchantability or fitness for a particular application, ownership and non-infringement. Specifically, but without limiting the generality of the foregoing, CrakRevenue makes no warranty regarding the following: (a) The availability of the Site at any particular time; (b) The accuracy or timeliness of any content found on the Site; (c) transmissions to, from or within the Site; (d) functionality; (e) absence of viruses; (f) the compliance of the software, services and content provided under this Agreement with Canadian, provincial and federal or international laws; or (g) that the software, content, or services contained in the Site will meet any performance or quality criteria. You are responsible for the correct spelling of your trackers. We cannot be held responsible for any tracker in which the Affiliate’s affiliation number is incorrect. Once a tracker is entered, it cannot be reassigned to another Affiliate number. We will have no obligation to pay you any commissions if you fail to adequately provide your affiliate identification number, including in the event that such failure results in a reduction of the amounts of commissions that would otherwise be paid to you. under this Agreement. Where the use of email marketing is authorized by CrakRevenue, the Affiliate Code of Conduct for Email will apply. We will have no obligation to pay you any commissions if you fail to adequately provide your affiliate identification number, including in the event that such failure results in a reduction of the amounts of commissions that would otherwise be paid to you. under this Agreement. Where the use of email marketing is authorized by CrakRevenue, the Affiliate Code of Conduct for Email will apply. We will have no obligation to pay you any commissions if you fail to adequately provide your affiliate identification number, including in the event that such failure results in a reduction of the amounts of commissions that would otherwise be paid to you. under this Agreement. Where the use of email marketing is authorized by CrakRevenue, the Affiliate Code of Conduct for Email will apply.

8. AFFILIATES CODE OF CONDUCT FOR EMAILS

Affiliate emails should only be sent to email addresses for which permissions have or will have been obtained/maintained in compliance with all applicable laws, rules and regulations. Affiliates must have recipient consent in order to send commercial emails. “Consent” means express consent or consent obtained through the privacy policy posted on the recruitment URL by which the recipient is notified of the use that will be made of his email address for commercial marketing and that the recipient does not did not revoke this permission to send commercial marketing emails. Affiliate shall maintain records evidencing such consents for a period of at least three (3) years from the last date such consents were used, including: (a) date/time Affiliate joined recipient; (b) the source of the recording; (c) the name and surname of the recipient; (d) recipient’s mailing address (if collected); (e) the recipient’s email address; (f) the privacy policy posted on the originating website at the time the recipient’s data was collected (if collected); (g) the recipient’s IP address and (h) any other information collected. Each and every e-mail or marketing message transmitted via e-mail and each and every e-mail address provided by the Affiliate must: (a) comply with all international laws, applicable federal and state laws, including but not limited to CAN-SPAM, CASL, California Business & Profession Code § 17529 and any enforcement provisions of any commission or board; (b) shall not infringe, misappropriate or otherwise infringe any copyright, patent, trademark, trade secret or other form of intellectual property or otherwise infringe or breach any duty owed to any person or entity including, without limitation, the right to privacy and publicity; (c) not result in consumer fraud, product liability or breach any contract to which Affiliate is a party or cause injury to any third party; and (d) must have accurate header information (including source, destination, date and time, and routing information) as well as an accurate and not misleading subject and presentation. Without limiting the foregoing, emails must not employ a generic originator line or domain name that infringes the right of privacy or is unregistered, falsely registered, or does not allow the recipient to contact the sender by performing a ”WHOIS” search. Affiliate shall ensure that a valid physical mailing address of the applicable Affiliate and/or Advertiser, as required by applicable law, appears in each marketing email, together with a link to functional unsubscribe (such an unsubscribe link must remain usable for at least thirty (30) days following the delivery of the email). Moreover, Affiliate shall implement filters to prevent communications from being sent to any person or entity that Affiliate is not permitted to do so under any applicable law, which may include, at a minimum: (a) e-mail filters (i.e. which reject e-mail addresses containing the targeted identifier); (b) postcode filters (which reject targeted postcodes); (c) area code filters (which reject targeted area codes) and (d) IP address filters (which reject targeted IP addresses). CrakRevenue reserves the right to add such address(es) if the Affiliate has failed to include them, but CrakRevenue is in no way responsible for including such addresses where the Affiliate has failed to do so. TO DO. Additionally, CrakRevenue may make available, on an FTP site (“FTP Site”) designated by CrakRevenue, a list of deletions (and related login information), updated on a regular basis, generated from Programs regarding emails transmitted by and/or through the CrakRevenue Network for use by Affiliates in connection with the applicable programs. The Affiliate shall upload its own list of suppressed email addresses to the FTP site, if there is one provided by CrakRevenue. If the FTP Site is provided by CrakRevenue, and such addresses are not provided by the Affiliate, CrakRevenue may conclude that such addresses do not exist. The suppression and connection lists provided by CrakRevenue are considered CrakRevenue’s confidential information, as defined herein. Suppression lists shall not be used by Affiliate for any purpose other than to comply with applicable laws governing e-mail transmissions. The Affiliate agrees to process any request to unsubscribe within five (5) days of their registration on the FTP site.

All emails sent by Affiliate under this Agreement shall be sent to addresses on mailing lists owned or wholly operated by Affiliate (“Lists of Affiliate Email Addresses”). ‘Affiliated”). Negotiating agreements with third parties for the delivery of marketing emails without disclosing such agreements to CrakRevenue is strictly prohibited and is grounds for immediate termination of the agreement as well as other legal remedies. Affiliate shall and agrees to maintain, for the term of the Agreement and for three (3) years thereafter, complete and accurate Subscriber Membership/Registration data for each List Subscriber. Affiliate email addresses. Affiliate agrees that, within twenty-four (24) hours of CrakRevenue’s request, Affiliate shall provide, at a minimum, the following membership/registration data for any email address to which Affiliate sends Affiliate email: (a) the date/time the Subscriber joined; (b) source of subscription; (c) the surname and first name of the subscriber; (d) Subscriber’s mailing address (if collected); (e) the email address used by the Subscriber to subscribe/register to the Affiliate’s email list; (f) the privacy policy posted on the originating website at the time the subscriber data was collected (if collected); (g) the subscriber’s IP address and (h) any other information collected. the following membership/registration data for any email address to which Affiliate sends Affiliate email: (a) date/time of Subscriber’s membership; (b) source of subscription; (c) the surname and first name of the subscriber; (d) Subscriber’s mailing address (if collected); (e) the email address used by the Subscriber to subscribe/register to the Affiliate’s email list; (f) the privacy policy posted on the originating website at the time the subscriber data was collected (if collected); (g) the subscriber’s IP address and (h) any other information collected. the following membership/registration data for any email address to which Affiliate sends Affiliate email: (a) date/time of Subscriber’s membership; (b) source of subscription; (c) the surname and first name of the subscriber; (d) Subscriber’s mailing address (if collected); (e) the email address used by the Subscriber to subscribe/register to the Affiliate’s email list; (f) the privacy policy posted on the originating website at the time the subscriber data was collected (if collected); (g) the subscriber’s IP address and (h) any other information collected. (e) the email address used by the Subscriber to subscribe/register to the Affiliate’s email list; (f) the privacy policy posted on the originating website at the time the subscriber data was collected (if collected); (g) the subscriber’s IP address and (h) any other information collected. (e) the email address used by the Subscriber to subscribe/register to the Affiliate’s email list; (f) the privacy policy posted on the originating website at the time the subscriber data was collected (if collected); (g) the subscriber’s IP address and (h) any other information collected.

9. CONSENT TO NOTICES AND OTHER ELECTRONIC COMMUNICATIONS

You agree that all of your transactions relating to the Site may be, at our option, conducted electronically, including those that we would otherwise be required to provide on paper. For example, we may send notices to you via postings on the Site or by email to any email address you provide to us when you register as a member of the Site. If you do not wish to do business with us electronically, you should not use the Site or become a party to this Agreement. Notices will be considered received 24 hours after the email is sent, unless (for emails) we are notified that the address is invalid. Alternatively, we may send notices to you by mail to the address you provided when you registered.

10. CANADIAN SALES TAX

If you have provided us with an address outside of Canada, we assume that you are not a resident of Canada and do not have a permanent establishment in Canada, as those terms are defined in the Excise Tax, and therefore no Goods and Services Tax (GST) and no Quebec Sales Tax (QST) will apply to transactions made under this Agreement. Additionally, if you are an individual, we assume that you are communicating with us from outside of Canada. If our assumption proves incorrect, or possibly becomes incorrect while you are bound by this Agreement, you have an obligation to notify us immediately.

Address in Canada / Outside Quebec

If you have provided us with an address in Canada but outside the Province of Quebec, we assume that you are not a resident of Quebec and do not have a permanent establishment in Quebec, such as these terms are defined in the Quebec Sales Tax Act, and therefore only GST will apply to transactions made under this Agreement. If income is earned as an Affiliate and you are registered for GST, you will need to send us invoices for applicable taxes. In addition, if you are an individual, we assume that you are communicating with us from outside the Province of Quebec. If our assumption proves incorrect, or possibly becomes incorrect while you are bound by this Agreement, you have an obligation to notify us immediately.

Address in Canada / In Quebec

If you have provided us with an address in Canada and the Province of Quebec, GST and QST will apply to any transaction made under this Agreement. If income is earned as an Affiliate and you are registered for GST and QST, you will need to send us invoices for the applicable taxes.

11. LIMITATION OF LIABILITY

CRAKREVENUE, AND OUR ENTITIES, THEIR PARENT COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, SUCCESSORS AND ASSIGNS CANNOT BE HELD RESPONSIBLE FOR EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR SIMILAR, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF REVENUE, LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF DATA OCCURING IN CONNECTION WITH THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, THE GLOBAL LIABILITY OF CRAKREVENUE, AND OUR ENTITIES, THEIR PARENT COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS, COUNTERPARTNER, AFFILIATES, SUCCESSORS AND ASSIGNS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID TO YOU DURING THE LAST SIX (6) MONTHS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WITHOUT REGARD TO WHETHER IT ARISES FROM BREACH OF CONTRACT, NEGLIGENCE, TORT, INFRINGEMENT OF 18 USC SECTION 2257 AND SEQ, ERRORS AND OMISSIONS, COPYRIGHT, TRADEMARK, PATENT OR ANY OTHER CLAIM OR CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT.

12. INDEMNITIES

You agree to indemnify us, hold us harmless, and pay our attorneys’ fees and expenses, if we become liable for or suffer any damages resulting from your breaches of this Agreement. You may not settle any claim without our prior consent, which can only be given in a non-electronic writing signed by an authorized representative of CrakRevenue.

13. APPLICABLE LAW AND COMPLAINTS

This Agreement is governed by the laws of the Province of Quebec, without regard to principles of conflict of laws. To the extent that you have in any way violated the provisions of this Agreement or violated or threatened to violate the intellectual property rights of CrakRevenue or third parties, CrakRevenue and any third party may seek injunctive or other appropriate relief before a provincial or federal court of the Province of Quebec, judicial district of Quebec. The Parties elect domicile in the judicial district of Quebec for any claim or proceeding arising from or in connection with this Agreement.

14. AMENDMENTS

CrakRevenue may modify the terms of this Agreement. When CrakRevenue changes the terms of this Agreement, CrakRevenue will notify you by email or by posting on the Site. You agreed to be bound by the changes when you registered on the Site. If you do not agree to be bound by the modifications, you should not continue to use the Site and you should close your account. Even if you did not click on the “I accept” button or check the “I accept” box during your registration, if you continue to use the site after having been notified of a modification, this means that you have agreed to be bound by this change.

15. FORCE MAJEURE

Neither party shall be liable for any delay or failure in performance caused by any cause of force majeure, (or natural disaster), terrorism, strike, embargo, fire, war or other causes beyond the party’s control. concerned.

16. TERMINATION

CrakRevenue may terminate your subscription and/or access, or suspend access to all or any part of the Site, without notice, for any conduct which CrakRevenue, in its sole discretion, believes violates this Agreement, any applicable law or for any act that is harmful to the interests of other users, service providers or CrakRevenue. Either party may terminate this Agreement at any time by giving the other party written notice seven (7) days prior to termination. Notice by email shall be considered sufficient notice for the purpose of terminating this Agreement. Upon termination, all licenses granted to you under this Agreement will be immediately invalidated.

17. GENERAL

This Agreement (including all documents incorporated by reference) represents the entire agreement between the parties, with respect to its subject matter, and supersedes all prior or contemporaneous communications between the parties. No provision of this Agreement may be waived except by CrakRevenue in an express, non-electronic waiver (signed by an authorized representative of CrakRevenue). If any provision of this Agreement shall be deemed unenforceable under any applicable law, such provision shall be excluded from this Agreement and the remainder of this Agreement shall be construed as if such provision is so excluded and shall be enforceable in accordance with this change. No failure by us to act with respect to any breach by you or any third party shall be construed as a waiver of action with respect to any subsequent or similar breach. You agree that there is no joint venture, partnership, employment or agency relationship between you and CrakRevenue, the third parties it does business with or its affiliates arising out of this Agreement or your use of the Site.