PSHSA AFFILIATE PROGRAM AGREEMENT

This Affiliate Program Agreement (the “Agreement”) contains the complete terms and conditions that apply to an individual’s or entity’s participation in the Public Services Health and Safety Association’s (“PSHSA”) Affiliate Program (the “Program”). By participating in the Program, the individual or entity (the “Affiliate”) acknowledges that they have read, understood and agree to all terms and conditions listed in the Agreement.

1.             PROGRAM ENROLLMENT

1.1.         To begin the enrollment process, the potential Affiliate will submit a completed application via PSHSA’s website at www.pshsa.ca/affiliates. PSHSA will evaluate the applicant and give notice of acceptance or rejection via email. PSHSA may reject your application should it be determined in our sole discretion that the applicant or the applicant’s website is unsuitable for the Program. Reasons for unsuitability may include:

·      The promotion of violence, illegal activities, sexually explicit materials, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable based on PSHSA’s sole discretion.

·      The use of any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.

·      The promotion or mention of PSHSA’s competitors or any entity not suitable for PSHSA to be associated with.

1.2.         If an applicant is rejected, they are welcome to reapply to the Program at any time. If the applicant is accepted as an Affiliate and the Affiliate’s website is thereafter determined in PSHSA’s sole discretion to be unsuitable for the Program, PSHSA reserves the right to terminate the Agreement.

1.3.         Please note that individuals or organizations may also be invited to participate as Affiliates in the Program by representatives from PSHSA and, although these Affiliates may not have explicitly applied to be a participant they do remain bound by the Agreement.

2.             HEALTH & SAFETY RESOURCES WEBPAGE

Once accepted to the Program, the Affiliate will have access to a Relationship Manager with whom the Affiliate is able to review Program details, coordinate the Health and Safety Resources Webpage, and review performance.

The Affiliate will also have access to the Affiliate Program web application which allows them to select resources and content for their Health and Safety Resources Webpages, and generate the code for implementation on their websites, thus populating the page with links to resources from the PSHSA website. By participating in the Program, the Affiliate agrees that certain components will be required on the Affiliate’s Health and Safety Resources Webpage, including PSHSA’s logo, a minimum of three (3) links to PSHSA training sessions, one (1) promotional banner, and other elements as determined by PSHSA.

 In order to accurately track and monitor visits, the Affiliate must use the exact code provided. Affiliates are not permitted to design proprietary online health and safety resources webpages using PSHSA resources.

Should the Affiliate’s website undergo maintenance or updating, it is the Affiliate’s responsibility to notify PSHSA of any required changes. Outside of this, the Affiliate will be solely responsible for the development, operation and maintenance of their website, including:

·      The technical operation of the site and all related equipment.

·      The accuracy and appropriateness of materials posted on the site (including, among other things, all PSHSA-related references).

·      Ensuring that materials posted on the site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).

·      Ensuring that the site meets AODA requirements.

·      Ensuring that materials posted on the site are not illegal.

PSHSA disclaims all liability for these matters. Further, the Affiliate will indemnify and hold PSHSA harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance, and contents of the Affiliate’s website.

It is entirely the Affiliate’s responsibility to follow all applicable intellectual property and other laws that pertain to their website. The Affiliate must have express permission to use any person's copyrighted material, whether it be writing, graphics, or any other copyrightable work. The Affiliate will be solely responsible if the use of another person's copyrighted material or other intellectual property is in violation of the law or any third party rights.

PSHSA has the right to monitor the Affiliate’s website at any time to determine if the Affiliate is following the terms and conditions of the Agreement. PSHSA may notify the Affiliate of any changes that we feel should be made to the site. If the Affiliate does not make the changes that we feel are necessary, PSHSA reserves the right to terminate the Affiliate’s participation in the Program.

PSHSA retains full control of all Health and Safety Resources Webpages and web coding and reserves the right to update page content without the Affiliate’s explicit approval, including links, banners, buttons, forms, images, layout and other page elements.

Should the Affiliate wish to print and distribute hard copies of any PSHSA material, they are required to give notice to PSHSA as well as details surrounding numbers and audience. PSHSA retains complete ownership of all resources and materials.

3.             PROMOTION RESTRICTIONS AND BRAND GUIDELINES

3.1.       Affiliates are free to promote their own websites, but naturally any promotion that mentions PSHSA could be perceived by the public or press as a joint effort. Outside of the Resources Webpage, written approval from PSHSA must be secured for any content pertaining to PSHSA used by an Affiliate including, but not limited to, web text, mailers, banners, emails and advertisements. Written approval from PSHSA must also be secured for use of the PSHSA name, logo or slogan by an Affiliate in any promotional or other materials. PSHSA encourages creativity and experimentation however all instances of PSHSA name or logo usage must first be approved by PSHSA for adherence to brand guidelines.

3.2.       Certain forms of advertising, such as SPAM or unsolicited commercial email, are always prohibited by PSHSA. The Affiliate may use mailings to customers to promote PSHSA so long as the recipient is already an opted-in customer or subscriber of the Affiliate’s services or site, and recipients have the option to remove themselves from future mailings. At all times, the Affiliate must clearly represent themselves and their sites as independent from PSHSA.

4.             PRIVACY AND CONFIDENTIALITY

PSHSA respects privacy. PSHSA promises not to disclose, other than under compulsion of law, any personal or business information that can be linked specifically to any of the Affiliate’s web visitors, without the Affiliate’s express permission, to the extent PSHSA collects any such information. PSHSA will not sell the names, email addresses, phone numbers, or any other personal information regarding the Affiliate or its web visitors to any party. PSHSA considers this information to be private, and, if ever collected, will treat it as such. The Affiliate understands that by clicking on links, web visitors will have cookies placed on their hard drives. The Affiliate agrees that PSHSA may report performance statistics based on the Affiliate and the Affiliate Options. PSHSA invites the Affiliate to contact partners@pshsa.ca should the Affiliate have any questions regarding privacy rights, or would like further information regarding the confidentiality of their interactions with PSHSA.

5.             TERM OF THE AGREEMENT

5.1.       This Agreement will begin upon PSHSA’s acceptance of the Affiliate into the Program, and will continue unless terminated hereunder. Either the Affiliate or PSHSA may end the Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax.

5.2.       PSHSA reserves the right to terminate the Agreement and any Affiliate’s participation in the Program immediately and without notice should the Affiliate breach this Agreement, commit fraud in their use of the Program or abuse the Program in any way as determined by PSHSA.

6.             MODIFICATION

PSHSA may modify any of the terms and conditions in the Agreement at any time at our sole discretion by posting a change notice or new Agreement on our website. If any modification is unacceptable to you, your only option is to terminate the Agreement and your participation in the Program. The Affiliate’s continued participation in the Program following the posting of the change notice or new Agreement on PSHSA’s site will indicate the Affiliate’s agreement to the changes.

7.             RELATIONSHIP OF PARTIES

The Agreement does not create any partnership, joint venture, agency, franchise or sales representation between the parties. The Affiliate will have no authority to make or accept any offers or representations on behalf of PSHSA. The Affiliate will not make any statement, whether or their site or otherwise, to contradict anything in this Section.

8.              DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

8.1.       Each party will make reasonable efforts to make its website operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Both PSHSA and the Affiliate agree and acknowledge that it is normal to have a certain amount of system downtime and make no representation that the operation of either site will be uninterrupted or error-free. Both PSHSA and the Affiliate agree not to hold each other liable for any of the consequences of such service interruptions.

8.2        PSHSA shall not be liable for any consequential, exemplary, special, incidental, or punitive damages, including, but not limited to, loss of goodwill, lost profits, business interruption, loss of programs or other data, that arise in connection with the Agreement or the Program, even if PSHSA has been advised or has advised the Affiliate of the possibility of such damages or claim.

8.3        PSHSA is not liable for the Affiliate’s use or implementation of information or resources found on the Health and Safety Resources Webpage, nor is PSHSA liable for any subsequent events resulting from the Affiliate’s use or implementation of information or resources as it pertains to the Affiliate’s audience, employees, members, stakeholders or web visitors.

9.         INDEMNIFICATION

The Affiliate hereby agrees to indemnify and hold harmless PSHSA, and its directors, officers, employees, agents, partners and members, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses insofar as such losses (or actions in respect thereof) arising out of or are based on (i) any claim that PSHSA’s use of the Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Affiliate herein, or (iii) any claim related to the Affiliate’s site, including, without limitation, content therein not attributable to us.

10.        MISCELLANEOUS

10.1.     The Agreement is governed by and interpreted in accordance with the laws of the Province on Ontario without regard to the conflicts of laws and principles thereof.

10.2.     The Affiliate may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

10.3.     The Affiliate may not assign the Agreement, by operation of law or otherwise, without prior written consent from PSHSA. Subject to that restriction, the Agreement will be binding on and enforceable against the parties and their respective successors and assigns. PSHSA’s failure to enforce your strict performance of any provision of the Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

10.4.     The Agreement represents the entire agreement between PSHSA and the Affiliate, and shall supersede all prior agreements and communications of the parties, oral or written.