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Psychvancing Affiliate Program Terms and Conditions for Publishers

​These Psychvancing Affiliate Program Terms and Conditions (referred to as the "Agreement") are entered into between you and Psychvancing, and apply to your participation in the Affiliate Program managed by Psychvancing. This Agreement becomes effective upon acceptance of your application into the Affiliate Program, outlining the terms and conditions for establishing links from your platforms to Psychvancing's mental performance training for basketball players.

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THIS IS A LEGALLY BINDING AGREEMENT. BY COMPLETING AND SUBMITTING THE ONLINE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.

Definitions

  • "Psychvancing", "we", "us", or "our" refers to Psychvancing, the provider of mental performance training for basketball players.

  • "Psychvancing Approved Platforms" signifies the platforms that Psychvancing, at its sole discretion, identifies as eligible for the Affiliate Program, as communicated to you via the Program Manager or Dashboard.

  • "Psychvancing Content" refers to the data files (including but not limited to specific copy, images, banners, brand features, and other elements) provided to you in association with the Program, subject to the terms and conditions outlined in this Agreement.

  • "Psychvancing Offers" denotes offers, deals, coupons, and promotions that Psychvancing has explicitly authorized you to promote on your platforms using Licensed Materials.

  • "Psychvancing Platforms" includes all digital platforms associated with Psychvancing, including but not limited to its official website, mobile applications, and any other platforms mutually agreed upon by Psychvancing in writing.

  • "Participants" refers to individuals or entities (excluding the Affiliate or the Affiliate's agent) who are not robots, automated software, or similar technologies that facilitate clicks through designated links.

  • "Dashboard" signifies the online platform or resource provided by the Program Manager to offer information related to the Affiliate Program to the Affiliate.

  • "Deductions" represent the amounts deducted from Monthly Net Sales. This encompasses but isn't limited to, amounts collected for sales taxes, shipping costs, handling fees, credit card fraud, and bad debts. This also includes any taxes withheld from payments made to the Affiliate.

  • "Qualified Offerings" refers exclusively to the list of Psychvancing products and/or services approved for commission payments under this Agreement. This list can be accessed via the Dashboard and is subject to change at Psychvancing’s discretion. Notably, Qualified Offerings exclude products or services not listed in the Dashboard, offerings on third-party platforms, or items from specific brands specified in the Dashboard.

  • "Data" encompasses customer information, business insights, and sales data related to us, you, or our suppliers, including details on pricing, promotions, and weekly specials.

  • "Licensed Materials" denote the Psychvancing trademark, logo, links, content, and other identifying materials related to us, provided to you in the formats we supply.

  • "Links" refer to the graphical and textual connections provided by Psychvancing.

  • "Monthly Net Sales" for each calendar month during this Agreement's term refers to the total amount paid by Participants to Psychvancing for Qualified Purchases, minus Adjustments.

  • "Product Category" relates to the specific product or service category for each Qualified Offering, as detailed in the Dashboard. Psychvancing holds the discretion to determine which Product Category applies to the Qualified Offerings.

  • "Program" signifies Psychvancing's affiliate marketing initiative.

  • "Program Manager" is the individual or entity designated by Psychvancing to oversee the Program. Currently, the Program Manager is Psychvancing itself, Market Push Apps or Wix.com Ltd., or both entities collectively.

  • "Affiliate", "you", or "your" refers to the individual or entity enrolled and accepted by Psychvancing as a participant in the Program, bound by this Agreement.

  • "Affiliate Properties" or "your Properties" indicate your website or other platforms (including, but not limited to, mobile applications, forums, and apps) owned, operated, or distributed by you and pre-approved by Psychvancing for linking to one or more Psychvancing Authorized Properties. Affiliate Properties include email marketing or presences on Social Communities only if expressly permitted by Psychvancing in accordance with Section 2.e.

  • "Qualifying Link" denotes an internet connection between any of your Properties and a Psychvancing Authorized Property, provided or sanctioned by Psychvancing to be displayed, distributed, or placed by you, aiming to facilitate Qualifying Purchases.

  • "Qualifying Purchase" signifies a finalized sale of a Qualified Offering to a Participant via a Qualifying Link on an Affiliate Property, aligning with the criteria outlined in Section 5 of this Agreement.

  • "Reconciliation Period" designates the ninety (90) day span following the conclusion of the calendar month in which this Agreement is terminated.

  • "Related Party" encompasses (a) the Program Manager, (b) any service provider or agency collaborating with Psychvancing receiving compensation based on revenue share, "cost per click", or similar revenue-sharing arrangements concerning online sales, advertising, or search engine results, (c) each subsidiary and affiliate of the aforementioned, and (d) each employee of the aforementioned, along with their immediate family members.

  • "Return Days" signifies the approved latency duration for defining a Session, as indicated in the Dashboard. Absent a specified period in the Dashboard, the duration defaults to 30 days unless otherwise stated.

  • "Session" starts when a Participant clicks a Qualifying Link and persists until the earlier of (1) the moment the Participant returns to a Psychvancing Property using a different Qualifying Link or a Link from a third-party publisher's site that isn't your Qualifying Link, (2) the lapse of the approved latency period (Return Days), or (3) the conclusion or termination of your Program participation.

  • "Social Communities" include social media or networking tools and platforms, such as Facebook, Twitter, Instagram, LinkedIn, Tumblr, Pinterest, Vine, SnapChat, and YouTube.

  • "Term" means the term of this Agreement which will begin upon our acceptance of your Program application and will end when terminated by either party as permitted hereunder.

1. Enrollment Process

a) To initiate the enrollment process, you must submit a Program application to the Program Manager. Upon receipt, either we or the Program Manager will review your application and notify you promptly regarding your acceptance or rejection.

We reserve the right to decline your application at our sole discretion if we determine that your Properties are unsuitable for the Program for any reason, including but not limited to:

  • Inclusion of content or links to content that is unlawful, harmful, threatening, harassing, defamatory, obscene, violent, or that:  - I

  • Promotes or depicts violence (e.g., murder, selling weapons, cruelty, abuse, etc.);

  •   - Promotes pornographic or sexually explicit materials;

  •   - Promotes discrimination based on gender, race, religion, nationality, disability, sexual orientation, or age;

  •   - Encourages peer-to-peer file-sharing methodologies potentially infringing on intellectual property rights;

  •   - Violates copyrights, trademarks, or other intellectual property rights of Psychvancing, its parents, subsidiaries, affiliates, or any other entity;

  •   - Displays or contains spyware, malware, viruses, Trojan horses, worms, time bombs, cancel bots, or similar harmful programming routines;

  •   - Includes "Psychvancing" or any variations or misspellings thereof in the domain name or other HTML tags, including page titles, meta tags, or HTML comment tags.

b) Participation Restrictions

Related Parties are prohibited from participating in the Program. However, employees of Psychvancing or any product or service vendor or supplier collaborating with us, who are not Related Parties, may join the Program provided they comply with any applicable rules or policies of Psychvancing or the respective vendor or supplier concerning program participation.

Should we decline your initial application, you have the option to reapply by modifying or submitting a new application for reconsideration and potential acceptance into the Program.

2. Promotion of Affiliate

a) As a Publisher in the Program, we will provide you with various Links and Licensed Materials. Subject to this Agreement's terms and conditions, you may display these on your Properties as frequently and broadly as you wish. These Links and Materials will signify your Properties' membership in our Program and establish a connection from your Properties to designated Psychvancing Properties.

b) When using the Links and Licensed Materials, please cooperate fully with us to establish and maintain them. Do not modify the Links or Licensed Materials in any manner. Display only the graphic or textual images we provide and promptly substitute them with any updates we offer. Ensure that each Link preserves the look, feel, and functionality of our Properties.

c) You must adhere to our requirements for promptly removing Links and Licensed Materials. Any time-sensitive promotions must be deleted from your Properties upon expiration. We're not obligated to pay commissions for sales via expired Links. Failure to remove outdated Links may result in termination as a Publisher at our discretion.

d) Promote only the Psychvancing Offers provided through the Dashboard or Program Manager. Do not promote other Psychvancing offers without our written consent.

e) Do not include Licensed Materials or promote Psychvancing Offers or related information in email marketing or on Social Communities without our written consent.

f) You may not act as a reseller for any Psychvancing products. Do not publicize Links or Materials on third-party sites without the necessary permissions and our written pre-approval.

g) Do not post promotional offers or any Psychvancing-related information on your Properties outside the dates and times specified by Psychvancing.

h) If you donate any portion of your commission to a non-profit organization, do not imply that Psychvancing endorses or is responsible for the donation.

i) Failure to comply with these terms constitutes a material breach of this Agreement, potentially resulting in commission reductions or termination.

3. Publisher Identification

As a participating Affiliate in the Psychvancing Program, you must display a graphic (which we will provide via the Dashboard or Program Manager) indicating your relationship to Psychvancing.

4. Our Responsibilities

We will provide the necessary information to enable you to create appropriate Links from your platforms to our services. Our responsibilities include:

  • Processing every order placed by a Client following a special Link from your platform.-

  • Tracking the volume and amount of sales generated by your platform.

  • Providing sales statistics to you via the Dashboard or using the contact details you provided during enrollment.

  • Handling order entry, payment processing, service delivery, cancellations, returns, and related customer service.

 

**5. Commission Determination**

a. You are eligible to earn commissions on Qualifying Purchases made during the Term, subject to the following conditions:

(i) Made via an intentional click by a Client on a Qualifying Link during an active Session that can be tracked and reported through our tracking technology and/or methodology.
 
(ii) Services performed by Psychvancing in Canada, or products shipped to a Canadian shipping address and billed to a Canadian billing address.
 
(iii) Full payment received by Psychvancing without being subject to bad debt or other chargebacks.

Qualifying Purchases exclude, without limitation, in-store orders or purchases through Psychvancing’s Quick & Easy Store Pickup process. Commissions will not be paid for cancelled or returned orders, and we may deduct these returns and cancellations from commission calculations.

b. Psychvancing may modify the list of Eligible Services, Service Categories (including associated commission rates), and the number of permitted Return Days at any time. Changes will be effective upon posting in the Dashboard.

c. We do not guarantee minimum or maximum monthly commission amounts. Commissions are calculated based on (i) Monthly Net Sales; multiplied by (ii) the commission rate for each applicable Service Category as listed in the Dashboard.

d. All determinations regarding Qualifying Purchases and commission payments will be made by Psychvancing in consultation with the Program Manager and are final and binding.

e. Failure to abide by the terms of this Agreement, including improper use of Links and Licensed Materials, may result in reduced unpaid commissions:

(i) No commissions will be paid for sales completed through an error or anomaly on Psychvancing's platform related to information posted on your platform.
 
(ii) Commissions for any month may be forfeited if prohibited information is posted on your platform, and we may terminate your account immediately at our discretion.

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This revised version should align better with your Psychvancing business. Let me know if there are any further adjustments or details you'd like to include!

5. Commission Determination

a) You are eligible to earn commissions on Qualifying Purchases made during the Term, subject to the following conditions:

(i) Made via an intentional click by a Client on a Qualifying Link during an active Session that can be tracked and reported through our tracking technology and/or methodology.
(ii) Services performed by Psychvancing in Canada, or products shipped to a Canadian shipping address and billed to a Canadian billing address.
(iii) Full payment received by Psychvancing without being subject to bad debt or other chargebacks.

Qualifying Purchases exclude, without limitation, in-store orders or purchases through Psychvancing’s Quick & Easy Store Pickup process. Commissions will not be paid for cancelled or returned orders, and we may deduct these returns and cancellations from commission calculations.

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b) Psychvancing may modify the list of Eligible Services, Service Categories (including associated commission rates), and the number of permitted Return Days at any time. Changes will be effective upon posting in the Dashboard.

 

c) We do not guarantee minimum or maximum monthly commission amounts. Commissions are calculated based on

(i) Monthly Net Sales; multiplied by (ii) the commission rate for each applicable Service Category as listed in the Dashboard.

 

d) All determinations regarding Qualifying Purchases and commission payments will be made by Psychvancing in consultation with the Program Manager and are final and binding.

e) Failure to abide by the terms of this Agreement, including improper use of Links and Licensed Materials, may result in reduced unpaid commissions:

(i) No commissions will be paid for sales completed through an error or anomaly on Psychvancing's platform related to information posted on your platform.
(ii) Commissions for any month may be forfeited if prohibited information is posted on your platform, and we may terminate your account immediately at our discretion.

6. Commission Payments

a) The Program Manager will pay to you all commission payments owed by us to you, which payment will be made in accordance with your Publisher Agreement entered into between you and the Program Manager. In the event the Program Manager makes a payment to you that did not take into account all applicable Deductions or that was otherwise incorrect, we may offset the Deductions against any commission payments we owe you from the next monthly payment schedule. If no future monthly commission payment is due, you will pay to Best Buy all amounts you owe within thirty (30) days of receiving written notification thereof. We, or the Program Manager on our behalf, may provide such written notice.

b. You agree that you will report and pay when due all income and other taxes payable by you in connection with the commission payments.

 

7. Policies/Pricing/Product/Service Descriptions a. Customers who buy products or services from a Best Buy Property through the Program will be deemed to be customers of Best Buy. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, privacy, and Best Buy product and service sales will apply to those customers. b. We may change our policies and operating procedures at any time. For example, we may determine the prices to be charged for products and services sold through a Best Buy Property under the Program in accordance with our own pricing policies. Prices and availability of products or services on a Best Buy Property may vary from time to time, and we do not guarantee the availability and price of any particular product or service. EXCEPT AS EXPRESSLY AUTHORIZED UNDER THIS AGREEMENT, YOU MAY NOT PLACE INDIVIDUAL PRODUCT OR SERVICE PRICING OR LOGOS, IMAGES, OR DESCRIPTIONS RELATED TO PRODUCTS OR SERVICES ON YOUR PROPERTIES WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION. 8. Publicity Except as expressly authorized in this Agreement, you will not create, publish, distribute, or permit any written material that makes reference to Best Buy without first submitting such material to us and receiving our written consent.

7. Policies/Pricing/Product/Service Descriptions

a) Customers who purchase mental performance training services from Psychvancing through the Program will be considered customers of Psychvancing. As such, all of our rules, policies, and operating procedures related to customer orders, customer service, privacy, and the sale of Psychvancing's services will apply to those customers.

b) Psychvancing reserves the right to modify its policies and operating procedures at any time. This includes determining the prices for services offered through our Program in line with our pricing policies. Prices and availability of our services may vary over time, and we do not guarantee the availability or price of any specific service. UNLESS EXPRESSLY AUTHORIZED UNDER THIS AGREEMENT, YOU MAY NOT DISPLAY INDIVIDUAL SERVICE PRICING, LOGOS, IMAGES, OR DESCRIPTIONS RELATED TO OUR SERVICES ON YOUR PLATFORMS WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION.

8. Publicity

Except as explicitly authorized in this Agreement, you must not create, publish, distribute, or allow any material that refers to Psychvancing without submitting such material to us and obtaining our written consent.

9. License

a) We grant you a non-exclusive, non-transferable, revocable right during the Term, solely in accordance with the terms of this Agreement, (i) to access Psychvancing's services through the Links, and (ii) solely in connection with such Links, to use the Psychvancing Content and the applicable Licensed Materials, for the sole purpose of linking one or more of your Properties to Psychvancing's services. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS OR THE PSYCHVANCING CONTENT IN ANY WAY. WE RESERVE ALL OF OUR RIGHTS IN THE LICENSED MATERIALS AND THE PSYCHVANCING CONTENT. YOU ACCEPT THESE RIGHTS AND LICENSES SUBJECT TO THE TERMS AND CONDITIONS IN THIS AGREEMENT.

b) We may instruct the Program Manager to make certain Psychvancing Content, including all associated updates, available to you. As a condition of using any Psychvancing Content or Licensed Materials, you must comply with all applicable Psychvancing terms and conditions relating to the use of such Psychvancing Content and Licensed Materials.

c) You acknowledge Psychvancing's ownership or license rights in its Licensed Materials, agree that you will not do anything inconsistent with Psychvancing's rights, and that all of your use of the Licensed Materials will inure to the benefit of and be on behalf of Psychvancing. You agree to assist Psychvancing in recording this Agreement with appropriate government authorities, if requested by Psychvancing. You agree that nothing in this Agreement gives you any right, title, or interest in the Licensed Materials other than the right to use the Licensed Materials in accordance with this Agreement.

d) You agree that the nature and quality of all your Properties used by you in connection with this Agreement and all related advertising and promotions will conform to high standards of quality and will not impugn the goodwill of Psychvancing or the Licensed Materials. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light.

e) You will use the Licensed Materials only in the form and manner and with appropriate legends as provided from time to time by Psychvancing, and will not use any other trademark or service mark in combination with the Licensed Materials.

f) You will not use, register, or seek to register any trademark, service mark, or domain name that contains any words that may be confusingly similar to any Psychvancing Property, including but not limited to, the words "Psychvancing", "mental performance training", "basketball", or any variations or misspellings of them. If you do, you will transfer the registrations, at your expense, to Psychvancing and will cooperate by providing any information, signing any documents, and providing appropriate authorizations necessary to accomplish the transfer.

g) You may only use the Licensed Materials and the Psychvancing Content to the extent that you are a Publisher in good standing of the Program. We may revoke your license at any time in our sole discretion, by terminating the relationship between you and Psychvancing via the Dashboard. If we give you such notice, you must immediately discontinue all use of the Licensed Materials, including without limitation all Links and Psychvancing Content, and remove all Licensed Materials, including without limitation all Links and Psychvancing Content, from your Properties.

h) You will ensure you are using the most current and up-to-date version of Licensed Materials at all times. Except as used on your Properties under the terms of this Agreement, you will not otherwise save or store copies of Licensed Materials.

i) You grant to us a non-exclusive license, for the term of this Agreement, to utilize your names, titles, and logos, as the same may be amended from time to time to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we are not required to so advertise, market, promote, or publicize.

10. Obligations Regarding Your Properties

a) You are solely responsible for, and we have no liability for, the development, operation, or maintenance of your Properties, or for any materials contained on your Properties.

b) You agree that your Properties will not, in any way, copy or resemble the look and feel of our Properties, nor will you create the impression that your Properties are our Properties or are a part of our Properties, nor will you frame any page on Psychvancing being viewed by a user of your Properties who links to Psychvancing through a Link.

c) You agree that your Properties do not currently contain and will not contain any content, or links to any content, that is in any way unlawful, harmful, threatening, harassing, defamatory, obscene, or violent.

d) You also agree that your Properties will not contain any content from our Properties or any materials that are proprietary to Psychvancing, except with our prior written permission, or to the extent that materials are obtained by you strictly in accordance with the provisions of this Agreement.

e) You agree that your Properties will not use any form of mass email communication ("spam") as a marketing tool for any purpose related to this Agreement.

f) You must clearly state an online privacy policy on your Properties that complies with applicable laws and accurately explains how you collect, use, store, and disclose data collected from visitors.

g) You may not use any downloadable software to initiate tracking in connection with the Program. You may not redirect links to hide or manipulate their original source. You may not install any computer program, including without limitation, spyware on another person's computer.

h) You may not scrape data from or spider any Psychvancing Property without the prior written approval of Psychvancing.

i) When promoting Psychvancing via external paid search engines, you will comply with the following: you must not give the impression that you are, or represent, Psychvancing, through use of phrases such as 'Official Site'; you must not bid on select trademarks and brand names designated by Psychvancing; you must not target the brand names of any entities that are direct competitors of Psychvancing.

j) You agree that your Properties, and any other properties operated by you or related to your Properties, will not, and will not permit users to, post on such properties any information relating to Psychvancing that may be used by others to take advantage of errors or anomalies discovered on Psychvancing.

11. Termination

a) You may terminate this Agreement at any time, with or without cause, by following the termination procedure provided through the Dashboard.

b) Psychvancing may direct the Program Manager to terminate this Agreement immediately at any time for your breach of this Agreement or the Publisher Agreement with the Program Manager. Psychvancing may terminate this Agreement without cause for any reason upon 7 days' notice. Termination will be effective on the earlier of the date that notice of termination is provided to you through the Dashboard or otherwise, or your access to the Dashboard is revoked.

c) Upon termination, for purposes of reconciling commission payments owed to you against Deductions and other amounts owed by you to Psychvancing, if applicable, Psychvancing may withhold commission payments during the Reconciliation Period. We will pay to you any final commission payments following the close of the Reconciliation Period.

Let me know if this revised section aligns with your needs!

12. Modification

We may modify any of the terms and conditions contained in this Agreement in our sole discretion upon prior notice by posting revised terms and conditions on the Dashboard or otherwise providing you with a copy of the revised terms and conditions. Modifications may include, but are not limited to, changes in the scope of available commissions and Program rules. If the new terms and conditions are unacceptable to you, your only recourse is to terminate this Agreement and your participation in the Program. In order to continue to participate in the Program, you must indicate (by clicking or by such other method as we may request) acceptance of such revised terms and conditions, and such revised terms and conditions shall apply to your continued participation in the Program.

13. Relationship of Parties

You and Psychvancing 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 representations regarding the association of the Program Manager or Psychvancing with you. If you are an employee of Psychvancing, you acknowledge and agree that your status and activities as a participant in the Program under this Agreement are independent of your employment relationship, and time spent as a participant in the Program will not be considered work performed as an employee of Psychvancing.

14. Disclaimers

NEITHER PSYCHVANCING NOR ITS SUPPLIERS OR AFFILIATES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH RESPECT TO THE PROGRAM OR TO ANY PSYCHVANCING PRODUCTS OR SERVICES SOLD BY A PSYCHVANCING PROPERTY THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE), ALL OF WHICH ARE EXPRESSLY EXCLUDED TO THE MAXIMUM EXTEND PERMITTED BY LAW. IN ADDITION, NEITHER PSYCHVANCING NOR ITS SUPPLIERS OR AFFILIATES MAKE ANY REPRESENTATION THAT THE OPERATION OF THE PSYCHVANCING PROPERTIES WILL BE UNINTERRUPTED OR ERROR FREE, AND NEITHER PSYCHVANCING NOR ITS SUPPLIERS OR AFFILIATES WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

15. Representations and Warranties

You represent, warrant and covenant to us that:

(i) you have the right and authority to enter into this Agreement and perform your obligations under the Agreement;

(ii) you are the sole and exclusive owner of the Psychvancing trademarks and have the right and power to grant to us the license to use your trademarks in the manner provided for in this Agreement;

(iii) if you are an individual, you are an adult of at least the age of majority in the province or territory in which you reside;

(iv) you are not a Related Party;

(v) if you are an employee or immediate family member of an employee of a party described in Section 1 b. above that is NOT a Related Party, you have complied with any applicable rules or policies of such party concerning participation in the Program; and

(vi) you and your Properties do and will comply with all applicable laws, ordinances, rules, regulations, policies, practices, and guidelines, whether federal, provincial, or local, including without limitation all applicable privacy and anti-spam laws and regulations.

16. Confidentiality

You agree that all customer and business information related to the Program belongs to us. You agree to protect as secret all Information, not to disclose Information to any third parties, and not to use Information for any purpose other than the purposes of this Agreement. You agree to protect Information using methods at least as protective as those you use to protect your own information of a confidential nature, but in no event using less than a standard of reasonable care.

You will not publish or otherwise disclose or permit to be published or disclosed on your Properties or any affiliated properties by users of your Properties or such other properties our

(i) weekly insert pricing or promotional offers prior to the time such prices or offers become effective on the applicable Psychvancing Property or

(ii) holiday or special insert pricing or promotional offers, including, without limitation, the insert and promotions for (a) the day after U.S. Thanksgiving until 6:00 a.m. Eastern Standard Time on such day, or (b) the day after Christmas until 6:00 a.m. Eastern Standard Time on such day.

17. Limitation of Liability

NEITHER PSYCHVANCING NOR ITS AFFILIATES WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF PSYCHVANCING AND ITS AFFILIATES WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

18. Indemnification

You will indemnify, defend, and hold harmless Psychvancing and its parents, subsidiaries, and affiliates, and suppliers, and their directors, officers, employees, and shareholders, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, ("Losses") insofar as such Losses, or actions in respect of Losses, arise out of or are based on

(i) any claim that our use of Publisher trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party;

(ii) any misrepresentation or breach of a representation, warranty, covenant, or agreement made by you;

(iii) any claim related to your Properties, including, without limitation, claims regarding content on your Properties; or

(iv) any breach of any applicable law by you.

19. Uncontrollable Circumstances

Psychvancing's performance under this Agreement will be excused to the extent that its performance is hindered, delayed, or made commercially impractical by causes beyond its reasonable control.

20. Independent Investigation

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 (subject to the restrictions contained in this Agreement specific to those referrals contemplated herein) or operate ecommerce properties that are similar to or compete with your ecommerce properties. You have independently evaluated the desirability of participating in the Program and are not relying on any representation, warranty, or statement other than as set forth in this Agreement.

21. Governing Law, Jurisdiction and Venue; General Provisions

This Agreement will be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein, without reference to rules governing choice of law. Any action you bring relating to this Agreement must be brought in the courts located in Vancouver, British Columbia, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement or any of your rights under this Agreement, including your right to receive commissions. 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 a provision or any other provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable for any reason, then the provision will be deemed to be severed from this Agreement and the remaining provisions will continue in full force and effect.

22. Canada’s Anti-Spam Law

You will not send commercial electronic messages (“CEMs”), as such term is defined under Canada’s Anti-Spam Legislation (Statutes of Canada 2010, c23) and its associated regulations (collectively, “CASL”) on behalf of Best Buy unless the form and content of such CEMs have been pre-approved in writing by Best Buy.

To the extent you send CEMs on behalf of Best Buy or you cause or permit the sending of CEMs on behalf of Best Buy for the same purpose, you represent, warrant, and covenant to Best Buy that you fully comply, and will cause your permitted contractors or agents to fully comply, with all applicable consent, notice, unsubscribe, and other requirements under CASL and applicable federal and provincial privacy legislation, including, without limitation:

(i) the requirements relating to express consent, implied consent, exceptions to the consent requirement, and/or exemptions from CASL, as applicable;

(ii) the form, content, and unsubscribe requirements under CASL for each commercial electronic message;

(iii) without limiting the foregoing, the requirements under CASL that apply when obtaining consent and sending electronic messages on behalf of third parties;

(iv) the requirements to give effect to the unsubscribe mechanism within the time period required by CASL;

(v) in circumstances where you are sending (or causing or permitting to be sent) a CEM in reliance upon express consent obtained by a third party (where you were not specifically named in such consent), the additional notice, unsubscribe, and other requirements applicable to you under CASL in these circumstances;

(vi) ensuring that email or other electronic addresses are not harvested through automated means;

(vii) ensuring that transmission data in a CEM is not altered so that the message is delivered to a destination other than or in addition to that specified by the sender; and

(viii) ensuring that the sender information, subject matter information, or locator of a CEM, or content within a CEM, sent (or caused or permitted to be sent by) you is not false or misleading in any respect.

You represent, warrant, and covenant that you have, and shall ensure that your permitted contractors and agents have, established and will continue to maintain policies, protocols, and procedures to ensure you comply with all applicable requirements under CASL. You shall provide copies of such policies, protocols, and procedures to Best Buy upon request. You shall maintain appropriate records to demonstrate compliance with CASL, including without limitation evidence of consent and records of unsubscribe requests and actions, and you shall provide Best Buy with immediate access to such records to confirm your compliance.

You shall comply with all written instructions and protocols provided by Best Buy to you from time to time in connection with the sending of CEMs or any other matter related to CASL. Without limiting the foregoing, in the event Best Buy provides notice to you of any non-compliance by you of your obligations under CASL, you agree to promptly take such steps as necessary to remedy such non-compliance.

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In addition to the indemnification obligations herein, you shall indemnify and hold Best Buy, and its directors, officers, and employees harmless from all complaints, claims, actions, investigations, penalties, inquiries, losses, costs, and expenses, including without limitation third-party claims, reasonable lawyers’ fees, consultants’ fees, and court costs arising from, or in any way attributable to, a breach by you of the foregoing representations, warranties, covenants, or obligations.

The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s'y rapportent soient rédigés en anglais.

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