Last Modified: 6 November 2024

 

This Affiliate Agreement ("Agreement") is entered into by and between Thrive with Trupti Inc., doing business as Blue Pine Arts ("Company"), an Alberta, Canada corporation registered at 220 River Heights Dr., Cochrane, AB - T4C0W2, Canada, and "Affiliate". “Affiliate” refers to any individual or entity, invited or approved by the Company to participate in its Affiliate Marketing Program. The Company and the Affiliate are collectively referred to as the "Parties." By participating in the Company’s Affiliate Marketing Program, the Affiliate acknowledges and accepts all the terms and conditions outlined in this Affiliate Agreement.

 

1. Engagement

Company hereby engages Affiliate to promote Company’s products and content through Affiliate's social media outlets or email newsletters or blog as outlined below. Affiliate agrees to these terms by participating in Company's Affiliate Marketing Program.

 

2. Services

Subject to the provisions hereof, Affiliate agrees to render the following services, collectively referred to as the "Content": Create authentic posts or emails or blog posts highlighting the full use of Blue Pine Arts products and post to Instagram, TikTok, Facebook, or any other social media channels owned and operated by the Affiliate.

 

3. Content Requirements

a) Posts may include a click-through link to the Blue Pine Arts website or a coupon code for followers or subscribers to purchase products and may include a discount provided by Company.

b) Content should comply with the terms and conditions of the social media platform used and adhere to the Competition Act and the Influencer Marketing guidelines, as well as the Bureau’s Deceptive Marketing Practices Digest by the Competition Bureau Canada and additionally adhere to any laws, rules and regulations the Affiliate is subject to.

 

4. Term

The term of this Agreement shall commence on the date the Affiliate is successfully registered for the Company’s Affiliate Program (Company’s acceptance of the Affiliate Application) and continue on a month-to-month basis until either party terminates this Agreement through written notice. Termination of this Agreement can take up to 30 days from receival of the written notice.

 

5. Usage

Affiliate grants Company a limited, non-exclusive, royalty-free right and license to feature the Content, including Affiliate’s name and likeness, on Company’s social media channels, Email Newsletters and Websites. This usage right and license includes paid and promoted ads on Company owned social media channels and website.

 

6. Compensation

Company agrees to pay Affiliate the following commissions:

• Physical Goods (e.g., watercolor paints, sketchbooks, brush rolls, paper, etc): 10% of sales generated through Affiliate's click-through link or discount code.

 

Affiliate payments will be made monthly and up to 60 days after the sale is made. Payments will be made via PayPal, provided the total Affiliate Payout amount exceeds CA$100. If the Affiliate Payout amount is under CA$100, it will be carried over to the next month until it reaches CA$100. Payments will be made in Canadian Dollars only. Any conversion fees and associated payout transfer costs will be deducted from the commission and borne by the Affiliate.

 

7. Confidentiality

Both parties agree to keep the terms of this Agreement confidential, including, without limitation, the compensation paid to Affiliate. Disclosure is allowed to professional counselors employed by either party, such as agents, managers, accountants, and/or attorneys, when appropriate.

 

8. Independent Contractor

Affiliate is an independent contractor, not an employee or agent of the Company. Affiliate is responsible for all obligations imposed by federal, provincial (or State), or local law, including taxes and unemployment compensation.

 

9. Ownership of Materials

Affiliate owns all rights, title and interest in or to any Content produced hereunder. Affiliate represents that Company’s reposting or use of the Content under this Agreement will not infringe the rights of any third party.

 

10. Indemnification

a) Affiliate will indemnify, defend, and hold Company and Company’s respective agents and licensees harmless from any claims arising out of Affiliate’s breach of this Agreement or and of Affiliate’s acts or omissions.

b) Company will defend, indemnify, and hold Affiliate harmless from any claims arising out of the Company's use of the Content, except if such claims are caused by the Affiliate’s breach of this Agreement.

 

11. Notices

Notices shall be sent to the other party’s email address or social media messaging service.

 

12. Severability

If any provision of this Agreement is deemed invalid, it shall not affect the validity of the remaining provisions.

 

13. No Waiver

Failure to exercise rights under this Agreement does not constitute a waiver of those rights.

 

14. Governing Law

This Agreement shall be governed by the laws of Alberta, Canada. It represents the entire understanding between the Parties regarding Affiliate’s services and supersedes all prior agreements. Any modification to this Agreement will shared with Affiliate via email. Affiliate agrees to the modified Agreement by continuing to participate in Company's Affiliate Marketing Program.

 

15. Force Majeure

Neither party is liable for failure or delay in performance caused by events beyond their control, including war, pandemic, acts of God, and government restrictions.

 

16. Compliance with Laws

Affiliate shall comply with all applicable federal, state, provincial, and local laws and regulations and shall not engage in any deceptive or unethical marketing activities.

 

Commission Structure

Physical Goods: 10% commission on sales of watercolor paints, sketchbooks, brush rolls, and other physical goods.

How Commission is Calculated Commission = (Total sale - any shipping charges, duties, taxes, fees at the Company incurs) x Commission Rate

Payout Currency Commissions are calculated and paid in Canadian Dollars. Any conversion fees and associated payout transfer costs will be borne by the Affiliate.