Thank you for your interest in participating in the BizBaby Partner Program (the “Program”).
Please review this agreement (“Agreement”) carefully. This Agreement contains the legal terms
and conditions of the Program and governs the relationship between you (“You,” “BizBaby Partner”)
and BizBaby (each a “Party” and collectively the “Parties”). By joining the Program, You acknowledge
that You have read, understood, and agree to be bound by these terms and conditions. If You do not
agree to this Agreement, You may not participate in the Program.
1. Purpose
BizBaby operates a proprietary business management services platform targeted towards businesses
providing field services (“BizBaby Services”). This Agreement allows BizBaby Partners to market
and promote BizBaby Services to prospective customers who may be interested in subscribing to
such services (each a “Referred Client”) on the terms set out herein and in the program
dashboard (“Program Dashboard”).
2. Referred Client Engagement
BizBaby reserves the right to:
- Enter into agreements with Referred Clients on terms and conditions acceptable to BizBaby or choose not to enter into any agreements.
- Set the terms for Referred Clients’ engagement with the BizBaby Services.
3. BizBaby Partner Registration
To be eligible to participate in the Program, you must be at least eighteen (18)
years old. By agreeing to these terms and participating in the Program, you certify
that you meet this age requirement. We reserve the right to terminate, limit, or suspend
your participation in the Program if we become aware or have reasonable grounds to believe
that you do not meet this age requirement.
4. Description of Program
The Program is designed for BizBaby Partners who work with or offer content and/or
promote services or products of interest to field service businesses that may benefit
from accessing BizBaby’s services. By participating in the Program, BizBaby Partners may
receive the following:
1. Promotion and Marketing Support
BizBaby Partners may receive promotional and marketing materials, including details
of offers, to be used for promoting and referring potential clients to BizBaby.
2. Custom Referral Link
BizBaby Partners will be entitled to a referral fee for Referred
Clients who subscribe to a paid account with BizBaby using the BizBaby
Partner’s custom referral link. No referral fee will be awarded for
referrals that do not use the custom link. The referral fee amount
and conditions for earning it are outlined in Section 5.
5. Referral Fees
Subject to compliance with any special terms set out in the Program Dashboard,
BizBaby Partners will receive a referral fee in the amounts specified in the Program
Dashboard, subject to any conditions therein (“Referral Fee”). Qualifying referrals
will be assessed through referral tracking software. You agree that if you refer a
client to BizBaby and the client subscribes to BizBaby Services by any means other
than through your custom link referral page, you will not be entitled to receive any
referral fees. Unless otherwise set out in the Program Dashboard, Referral Fees shall
be calculated monthly, and any applicable Referral Fees shall be paid to BizBaby Partners
by electronic payment within thirty (30) calendar days after the end of each month. We
reserve the right to change the Referral Fees at any time, subject to the requirements
of Section 14 of the Agreement.
6. Program Terms
You agree to abide by the following terms:
1. Tool Restrictions
You may not use any of the following tools: toolbar/browser extension, PPC/search
spyware, adware, parasite ware, and/or cookie stuffing.
2. Restriction on Trademark Use
You may not use any BizBaby trademark or terms including ‘BizBaby’ in connection with
keyword-triggered advertisements, including keyword, ad copy, display URL, destination
URL, and content networks and associated networks. You cannot use keywords associated
with BizBaby trademark and various misspellings, including but not limited to, bzby,
BizBby, BizBab, bizbaby.com. BizBaby is trademarked and should always be used with
the trademark where possible. We request that the major search engines, including
but not limited to, Google, MSN, Yahoo, Bing, Google AdWords, Facebook, and Instagram,
designate BizBaby as a “negative broad match keyword.” Traffic generated by search engine
ads from affiliates must land on the affiliate website, not any web property of BizBaby
(such as www.bizbaby.com). You should also adhere to the following search guidelines:
1. Partners may not bid on the BizBaby trademark plus modifiers without prior written consent from the BizBaby Affiliate Program Manager.
2. Partners may only bid on search engine marketing terms within the geographical region(s) authorized by the BizBaby Affiliate Program Manager.
3. Partners shall not bid on trademarked terms or misspellings available through websites, search engines, or other directory or referral services (e.g., Google, Yahoo, MSN, Bing).
4. Partners shall not apply to register any domain name or trademark incorporating the BizBaby brand.
5. Partners shall not use corporate-owned domains and URLs (e.g., www.bizbaby.com).
6. Partners shall not attempt to mask or redirect links/URLs to gain additional sales.
7. Partners shall not use ad copy that represents an ad as an official corporate ad or website.
8. Partners shall not use ad copy that misrepresents the offers available or misleads the customer in any way from the offers authorized by BizBaby for the affiliate to use.
9. Partners shall not send dedicated email blasts to affiliate contact lists unless affiliates receive prior permission from the BizBaby Affiliate Program Manager.
10. BizBaby does not endorse the practice of optimizing for competitor keywords within natural
search results (SEO) to mislead users into landing, either directly or via a redirect, on the
BizBaby signup page. Such promotional tactics will result in automatic reversal of commissions
and immediate dismissal from the Program. We do not allow the use of any PopUnder, PopOver, or
SplashPage to be used as a result of traffic landing on any of our BizBaby Property Pages (www.bizbaby.com).
7. Good Faith Representation
By participating in the Program, BizBaby Partners agree to represent BizBaby honestly
and in good faith. You understand and agree that You are not an agent, employee, official
representative, or legal partner of BizBaby and will not represent yourself as such to anyone.
8. License to BizBaby Partners
The trademarks, logos, service marks, and trade names under which BizBaby markets the BizBaby
products and services (the “Marks”) shall remain the exclusive property of BizBaby. This Agreement
gives BizBaby Partner no license regarding the use of such Marks, except that during the term of
this Agreement BizBaby grants to BizBaby Partners a restricted, non-transferable, non-exclusive,
and revocable license to use the Marks to market and promote BizBaby’s business and initiatives.
BizBaby Partner agrees not to use the Marks in any way that may be determined objectionable by
BizBaby or confusing to any third parties regarding the nature of the relationship between BizBaby
and BizBaby Partner. BizBaby reserves the right to approve particular uses of the Marks. Except as
expressly provided in this Agreement, no other rights or licenses are granted to You, and this
Agreement does not grant BizBaby Partners any right to sell, distribute, or otherwise make available
to any third party, any BizBaby Services or materials related to BizBaby Services.
9. Confidential Information
All documentation and information, including without limitation, design and presentation documents,
trade secrets, customer lists, techniques, processes, and technical and marketing information which
is supplied by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with
this Agreement (“Confidential Information”) is hereby deemed to be proprietary to Disclosing Party
and shall be held in trust and confidence for, and on behalf of, Disclosing Party, by Receiving Party
and its employees, agents, distributors, and contractors and shall not be disclosed by Receiving Party
or used by Receiving Party for any purpose other than as strictly permitted under this Agreement, without
Disclosing Party’s prior written consent. Receiving Party shall not copy or disclose all, or any part of,
the Confidential Information except in accordance with the terms and conditions of this Agreement. Receiving
Party shall be directly liable for the acts or omissions of its employees, agents, distributors, and
contractors with respect to such confidentiality obligations. Receiving Party agrees to protect the
Confidential Information of the Disclosing Party with at least the same degree of care Receiving
Party uses to protect its own trade secrets and proprietary information, which in any event shall
be no less than a reasonable degree of care. The confidentiality obligations of the parties under
this Agreement shall not apply to Confidential Information which:
- At the time of disclosure is within the public domain, other than through a breach of this Agreement;
- After disclosure becomes readily and lawfully available to the public, other than through a breach of this Agreement;
- Receiving Party can establish, by documented and competent evidence, was in its possession prior to the date of disclosure of such Confidential Information by Disclosing Party;
- Is approved in advance in writing by Disclosing Party for disclosure.
10. Warranties
BizBaby Partner represents and warrants that:
- It shall not make, and BizBaby shall not be bound by, any offer, acceptance, representation, warranty,
or affirmation of fact whatsoever to any Referred Client or third party respecting BizBaby or the BizBaby
products or services, including the performance thereof;
- It has not paid, and is not aware of any payments, to any third parties with a view to securing an order,
contract and/or agreement contemplated hereunder or affecting a purchaser’s decision to approach BizBaby
for BizBaby Services;
- It will comply with all applicable laws, rules, and regulations (including marketing rules and advertising
standards) in connection with its promotion of the BizBaby Services.
11. Indemnification
BizBaby Partner shall indemnify and hold BizBaby harmless against any and all third-party proceedings, causes of
action, suits, damages, losses, liability, costs, and expenses (including reasonable legal fees) whatsoever incurred
by BizBaby in connection with any breach of the representations and warranties in Section 8 of this Agreement, or
from BizBaby Partner's violation of any of the Terms of this Agreement, any misuse, unauthorized use, or violation
of the Marks and/or BizBaby Partners' performance hereunder.
12. Limitation of Liability
Except in the event of a breach of Section 7, 8, or 9 and the obligations in Section 9, the Parties agree that:
- Neither party shall be liable to the other party for direct damages in excess of the total amount of Referral
Fees paid to BizBaby Partner by BizBaby during the one (1) year period immediately preceding the date on which
the damages were occurred;
- Neither party will be liable for any punitive, indirect, special, consequential, or incidental damages (including
but not limited to lost profits), whether based in contract or in tort (including but not limited to negligence)
or otherwise, arising out of or relating to this Agreement.
13. Term and Termination
This Agreement begins on the date it is accepted by the BizBaby Partner and continues for an initial term of
thirty (30) days, and thereafter renews automatically for additional terms of thirty (30) days, unless
terminated sooner under this section 11. This Agreement will terminate:
- For convenience, on thirty (30) days prior written notice by either party, provided that BizBaby, in its
sole discretion, reserves the right to waive such notice period;
- Immediately by BizBaby in the event that BizBaby reasonably believes that the Affiliate has engaged in any
fraudulent or otherwise suspect activity in respect of the Program or Referral Fee.
On termination or expiration of this Agreement, all licenses granted hereunder shall terminate and each Party shall
return to the other as soon as possible all copies of the other party’s property and materials in its possession or
control, including all copies of the other party’s Confidential Information. Where this Agreement expires or terminates
as provided for herein, no Referral Fee shall be payable with respect to any Referred Client for which BizBaby has not
signed an agreement for the BizBaby Services prior to the earlier of i) the effective date of the expiration or
termination of this Agreement and/or ii) the date of notice of termination. When this Agreement terminates or expires,
BizBaby shall pay to BizBaby Partner any outstanding amounts owed at the end of the calendar quarter.
14. Expectations
BizBaby Partner acknowledges and agrees that it has no expectation that its business relationship with BizBaby will
continue for any minimum period or that BizBaby Partner shall obtain any anticipated amount of profits by virtue of
this Agreement. BizBaby shall not be liable, by reason of any termination of this Agreement, for compensation,
reimbursement, or damages on account of the loss of prospective profits or on account of expenditures or commitments
whatsoever in connection with the business or goodwill of BizBaby Partner. Except as provided in this paragraph,
termination hereunder shall be without prejudice to any other right or remedy to which either party may be entitled
hereunder, at law, or in equity.
15. Costs
Except as agreed with BizBaby, BizBaby Partner will be responsible for any expenses or costs incurred in connection
with BizBaby Partner’s promotion of BizBaby Services.
16. Changes to Program
BizBaby reserves the right to, in its sole discretion at any time and for any reason, make changes to the Program,
including, but not limited to, any changes to the Program benefits described in section 4 of this Agreement and any
terms and conditions for participation, including pursuant to the Program Dashboard. In the event of a change to the
Program, BizBaby will provide BizBaby Partners with thirty (30) days’ written notice in advance of any such changes.
17. Compliance with Laws
Each party will comply fully with all applicable federal, provincial and/or state and local laws and regulations relating
to its obligations under this Agreement, including, without limitation, all applicable privacy laws.
18. Severability & Waiver
If any provision of this Agreement is held invalid by any law, rule, order, or regulation of any government,
or by the final determination of a court of competent jurisdiction, such invalidity will not affect the
enforceability of any other provisions not held to be invalid. Any delay by either party to exercise any
right or remedy under this Agreement will not be construed to be a waiver of that or any other right or
remedy hereunder.
19. Governing Law
This Agreement shall be governed by the laws of the Province of Alberta, Canada, without giving effect to the
principles of conflicts of law. Any disputes shall be resolved exclusively by the courts in Edmonton, Alberta.
20. Survival
The confidentiality requirements, ownership and proprietary rights, exclusions of warranties, indemnification
obligations, limitations of liability, and general provisions set forth in this Agreement shall survive the
expiration or termination of this Agreement.
21. Entire Agreement
This Agreement, together with BizBaby’s Privacy Policy and Terms of Service, constitutes the entire agreement
of the parties as to the subject matter hereof. This Agreement may be amended only by a written agreement
signed by authorized representatives of both parties.
