AFFILIATION AGREEMENT

Last updated: April 1^ST, 2022

1. JOINING THE NETWORK
   

1.1 By submitting an Application Form, or by accessing the Interface, the Person named in the Application Form (referred to as “Affiliate”) is offering to participate in the Distribution KT Automotive Network, and to market Advertisers and their Products, in accordance with the Application Form and these Terms and Conditions. By submitting an Application Form, the Affiliate also agrees to the terms of the Distribution KT Automotive Privacy Policy. 

1.2 Acceptance of the Application Form is subject to the sole discretion of Distribution KT Automotive, at www.distributionktautomotive.com. Acceptance or rejection of the Application Form will be notified to the proposed Affiliate by email.

1.3 Upon acceptance of the Application Form by Distribution KT Automotive, the Application Form and these Terms and Conditions, including the applicable data processing attachments, shall together constitute a legally binding “Agreement” entered into between Distribution KT Automotive and the Affiliate. If the Application Form is rejected, no Agreement will be fulfilled.

1.4 Affiliate is the operator of a website, application, or service (including email service), or is a sub-network. By entering into this Agreement with Distribution KT Automotive, the Affiliate will be joining the Network to market Advertisers or their Products.

1.5 This Agreement supersedes any terms provided by Affiliate.

1.6 Any person contracting on his or her behalf warrants that he or she is of legal age. Any person completing the Application Form on behalf of the proposed Affiliate warrants that he or she has all necessary authority to bind that proposed Affiliate.

     2- DEFINITIONS

2.1 The following definitions and rules of interpretation apply in this Agreement:

“Action” means a Sale, Click, Ad Impression, or another event, which has been specified as eligible for remuneration by the respective Advertiser under its Program Terms, upon which commissions may be based under this Agreement;

“Advertising Impression” means an Advertiser’s display ad by the Advertiser;

“Administrator” means a single Authorized User with full access to and control of Affiliate’s Account and who is authorized at all times to act on Affiliate’s behalf and bind Affiliate;

“Advertiser” (also referred to as “Merchant”) means a person who has agreed with Distribution KT Automotive to join the Network to be marketed, and/or to have their Products marketed;

“Advertiser Materials” means any trademarks, advertising content, images, text, video, data, or other material provided by or on behalf of an Advertiser to Distribution KT Automotive, Affiliate, or a Sub publisher;

“Advertiser Program” means an ongoing affiliate marketing program of an Advertiser on the Network for the promotion of Advertiser or its Products in accordance with this Agreement and the Program Terms;

 “Advertiser URL” means, from time to time, any website, application, or service of an Advertiser that offers Products and to which Affiliate may link;

“Advertising Standards” means any applicable advertising laws, regulations or standards, data laws relating to advertising, including, without limitation, any generally accepted self-regulatory code of practice and any related best practice guidance or advice; “Application Form” means the registration form by which operators of websites, applications, technologies or services apply to participate in the Network;

“Application Form” means the registration form by which operators of websites, applications, technologies, or services apply to participate in the Network;

“Authorized User” means a person who has permission to view, or view and manage, the Affiliate Account on behalf of the Affiliate, through his or her individual Authorized User Account as outlined in clause 3;

“Authorized User Account” means an individual’s account on the Interface, with permission to view, or view and manage, the Affiliate’s account on behalf of the Affiliate, as outlined in clause 3;

“Bonus” means a payment to an Affiliate by an Advertiser in exchange for a specific promotion or other marketing activity;

“Business Day” means a day that is not a Saturday, Sunday, or national holiday, a national holiday in Canada; 

“Change of Control” means a change in the beneficial ownership of more than 50% of the issued share capital of a company or a change in the majority of the Persons having the legal power to direct or cause the direction of the general management of a company;

“Click” means the intentional and voluntary following of a Link by a Visitor as part of marketing services as reported in the Tracking Code only;

“Commission” means the amount payable to Affiliate in exchange for marketing and Advertiser and its Products by such Advertiser’s Program Terms;

“Confidential Information” means any information disclosed by or relating to a party, including information arising during the term of this Agreement; information about a party’s business affairs; information about a party’s operations, products, or trade secrets; information about a party’s technology (including any know-how and source code) and any derivatives of any part of any of them and which (i) is marked or identified as confidential; or (ii) would be considered confidential by a reasonable business person;

“CPA” means a Commission earned per Sale tracked and blocked;

“CPC” means a Commission earned per valid Click;

“CPL” means a Commission earned for a Tracked and Blocked Lead;

“CPM” means a Commission earned per each one thousand Ad Impressions;

“Data Regulation” means any applicable data protection, privacy, or similar laws that apply to data processed in connection with this Agreement, including for EU citizens, US and Canadian citizens, and other legislation worldwide.

“Effective Date” means the date of acceptance of the Application Form by Distribution KT Automotive;

“Group Company” means any holding company or subsidiary of a party or any of its holding companies. A company is a “subsidiary” of another company, its “holding company” if that other company (i) owns a majority of the voting rights therein, or (ii) is a member thereof and has the right to appoint or remove a majority of its board of directors, (iii) or is a member thereof and controls alone, under an agreement with other members, a majority of the voting rights therein;

“Intellectual Property Rights” means all copyrights and related rights, patents, rights in inventions, utility models, trademarks, service marks, trade, business and domain names, trade dress or trade dress rights, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights (including Network database rights), surveying rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection anywhere in the world;

“Interface” means the intranet and software platform operated by Distribution KT Automotive and any functionality accessed or available through such platform;

“Lead” means a “sales lead” of an Advertiser generated in the Tracking Period;

“Link” means a hyperlink from a Promotional Space to an Advertiser URL;

“Network” means the Affiliate and Advertiser marketing network operated by Distribution KT Automotive or companies belonging to the Holding to facilitate, among other things, affiliate and performance marketing;

“Network Fee” means the fee payable to Distribution KT Automotive, calculated as a reversal fee of an amount equal to a specified percentage of any total Commission and Bonus due, or on such other basis as may be agreed upon by Distribution KT Automotive and an Advertiser;

“Product” means a product, service, or equivalent offered by an Advertiser on any Advertiser URL;

“Program Terms” means any terms and conditions, or other requirements applied by an Advertiser to participation in its Advertiser Program;

“Promotional Space” means any advertising inventory appearing on the Affiliate Service; 

The “Promotional Space” means any advertising inventory appearing on the Affiliate Service, or means of delivery of Advertiser Materials enabled by the Affiliate Service;

“Affiliate Account” means the Affiliate’s respective account on the Interface;

“Affiliate Service” means a website, application, or service operated by an Affiliate capable of marketing to Advertisers and their respective Products;

“Sale” means the agreed purchase of a Product by a Visitor in the Tracking Period, as reported solely by the Tracking Code;

“Sub publisher” means the operator of a website, application, or service, which has agreed with the Subnetwork to market Advertisers or their Products;

“Subnetwork” means the operator of a marketing network of other Affiliates to facilitate, among other things, affiliate and performance marketing, who has entered into this Agreement to join the Network to market advertisers or its products as an Affiliate;

“Sub-processor” is any person (excluding an employee of either party) appointed by or on behalf of either party to process personal data on behalf of such party or otherwise in connection with this Agreement.

“Suspension” means the suspension by Distribution KT Automotive of Affiliate’s participation in the Network for some time, including the following: (i) preventing Affiliate from accessing the Interface; (ii) withholding payments otherwise due to Affiliate; (iii) ceasing to track Shares;

(iv) Remove any Advertiser Material from the Affiliate Service and “Suspend” shall be construed accordingly;

“Term” means the duration of this Agreement from the Effective Date until its termination or expiration in accordance with clause 14 or 17.4;

“Tracking Code” means the software code (from time to time) provided by Distribution KT Automotive for the recording of, among other things, web traffic and Shares;

“Tracking Period” means the period during which a Visitor’s Actions are attributed to Affiliate and, by the Program Terms, generate Commissions for Affiliate;

“Validation Period” means the period during which Advertisers may approve or reject Sales and Leads, and “Visitor” means any Person following a Link.

2.2 In this Agreement

2.2.1 Any meaning given to the terms in the attached Application Form shall apply to these Terms and Conditions;

2.2.2 “Include” or “including” is without limitation;

2.2.3 The singular shall include reference to the plural and vice versa;

2.2.4 A “Person” includes an individual, company, firm, partnership, or unincorporated association

2.2.5 A law, order, regulation, or another similar instrument shall include any modification or substitution thereof; and

2.2.6 “Written” and “written” include e-mails, but not facsimiles.

2.3 In the event of any conflict between the Application Form and the General Conditions, the Application Form shall prevail.

      3- PARTICIPATION IN THE NETWORK AND INTERFACE USE

3.1 Provided that Affiliate complies with this Agreement, Distribution KT Automotive shall:

3.1.1 Permit Affiliate’s participation in the Network for its assignment of Promotional Space; and.

3.1.2 Grant access to the Interface.

3.2 Distribution KT Automotive may modify any aspect of the Interface at its sole discretion.

3.3 On the Effective Date, Affiliate shall:

3.3.1 Register an Affiliate account; and

3.3.2 Designate an authorized user as the administrator of such Affiliate Account.

3.4 Each Affiliate Account can only have one administrator and must have an administrator at all times. Each Affiliate Account may have a reasonable number of Authorized Users.

3.5 The administrator may assign his or her administrator role to another Authorized User through the interface at any time. Assignment of the administrator role does not imply the assignment of the Affiliate’s rights and obligations under this Agreement.

3.6 To the extent permitted by the Interface, the Administrator, acting on behalf of the Affiliate, shall assign Authorized Users permissions to view, or view and manage, the Affiliate’s Account. Authorized Users may, on behalf of the Affiliate, also assign permissions to view, or view and manage, the Affiliate’s Account, provided that no Authorized User may grant more permissions than he or she possesses. The Administrator may, at any time, withdraw permission from any Authorized User to view and/or manage the Affiliate’s Account.

3.7 Affiliate agrees to:

3.7.1 The Administrator to continue being authorized to act on behalf of Affiliate and to commit;

3.7.2 all Authorized Users to be able to view, or view and manage, the Affiliate’s Account by the permissions granted on the Interface, which the Affiliate will keep up to date;

3.7.3 Use its reasonable endeavors to ensure that the Administrator and all Authorized Users:

(a) Access the Interface in their own name and under their own authorized user account; and

(b) Maintain the confidentiality of passwords.

3.8 Affiliate shall:

3.8.1 Ensure the proper operation and maintenance of all Links;

3.8.2 provide Advertisers and Distribution KT Automotive with full and clear instructions on providing Advertisers with such Material as it may reasonably require for promoting an Advertiser or its Products by this Agreement and the Program Terms;

3.8.3 Provide Advertisers with reasonable access information as required by Advertiser to operate the Advertiser Program; and

3.8.4 remain primarily responsible for the acts and omissions of all Sub-Affiliates.

3.9 Distribution KT Automotive shall not be liable for any loss or damage suffered by Affiliate due to the disclosure of Authorized User Account passwords.

3.10 Affiliate shall be primarily responsible for all activities that occur under any Authorized User Account and for the acts or omissions of any Authorized User.

3.11 If Affiliate suspects that a third party has gained unauthorized access to the Login Data, Affiliate shall inform Distribution KT Automotive immediately by sending an email to info@distributionktautomotive.com or such other email as may be notified to Distribution KT Automotive from time to time.

3.12 Distribution KT Automotive may suspend or remove an authorized user account at its discretion, or the request of the Affiliate.

3.13 Under this Agreement, Distribution KT Automotive may, 

3.13.1 Provide any aspect of the Network or the Interface (including sub-licensing and licensing under clause 10);

3.13.2 Enjoy any benefits or exercise any rights;

3.13.3 Satisfy any of Distribution KT Automotive’s obligations.

      4- MARKETING

4.1 Affiliates may apply to market Advertisers or their Products at their discretion by applying to participate in an Advertiser Program. Advertisers may approve or reject such requests and may remove Affiliates from Advertiser Programs, at any time at their discretion. The affiliate may only market to Advertiser or its Products under this Agreement with Advertiser’s continued approval unless specifically enabled by proper use of the Interface.

4.2 Advertisers may implement the Program Terms and make changes to the Program Terms at their discretion, effective upon notice to Affiliate, including by posting on the Interface. Advertisers may modify their Program Terms at any time. Affiliates are solely responsible for ensuring that he or she is aware of any changes to the Program Terms.

4.3 Provided that Affiliate complies with this Agreement and the Program Terms, and with the continued approval of the respective Advertiser, Distribution KT Automotive will provide Affiliate with the Advertiser Materials.

4.4 Distribution KT Automotive, however, is not obligated to review any Advertiser Materials or to verify their legality or accuracy. An Affiliate admitted to the Advertiser Program may publish Advertiser Materials through its Affiliate Service at its discretion and use them only to the extent permitted by this Agreement and the Program Terms.

4.5 Distribution KT Automotive may disable any Link at the request of the respective Advertiser, or its sole discretion.

4.6 Affiliate shall remove any Advertiser Material from the Affiliate Service immediately upon request by Advertiser or Distribution KT Automotive.

4.7 Distribution KT Automotive shall use reasonable endeavors to procure that Advertisers comply with the terms and conditions, or other requirements, applied by Affiliate to its promotion of Advertisers or their Products.

     5- MONITORING AND VALIDATION

5.1 The Program Terms, as interpreted by Distribution KT Automotive, shall be the sole basis for recording and determining Actions and Commissions and for tracking. No other means shall be used to record or determine Shares or Commissions under this Agreement, notwithstanding any agreement or understanding between Affiliate and any Advertiser otherwise.

5.2 Sales, Clicks, and Leads will only be attributed to Affiliate where the Tracking Code records that Affiliate was responsible for the Visitor’s most recent referral to Advertiser’s URL before that Sale or Lead, unless otherwise expressly agreed between the parties or otherwise specified by Advertiser in the respective Program Terms, and in each case subject to any communicated “cookie hierarchy” or “commission hierarchy”.

5.3 Tracked Sales, Clicks, and Leads will be blocked after a certain period, subject to the applicable Program Terms.

     6- ACTIONS, COMMISSIONS, AND BONUSES

6.1 The amount of commissions is as shown in the interface. The CPA Commissions in respect of blocked Sales will be determined as:

6.1.1 A percentage of the purchase price of the Product(s) subject to the Blocked Sale, as set out in the Interface; or

6.1.2 A fixed amount, regardless of the purchase price of the Product(s) subject to the Blocked Sale, as outlined in the Interface.

6.2 Advertisers may change the amount of the Commission offered upon notice to Affiliates. Distribution KT Automotive will use reasonable endeavors to procure that the Advertiser’s reductions in the number of Commissions offered will take effect seven days after notification.

6.3 Bonuses may be agreed upon by Affiliate and Advertisers at their discretion and must be processed through the Interface.

6.4 Commissions and Bonuses shall only be payable

6.4.1 Upon receipt by Distribution KT Automotive of the appropriate payment in respect of that Action from the Advertiser; and

6.4.2 In respect of Shares obtained by this Agreement and any applicable Program Terms.

6.5 Without prejudice to any other right or remedy of Distribution KT Automotive, if Distribution KT Automotive reasonably suspects that any of the Commissions paid under this Agreement have been generated in breach of this Agreement, Distribution KT Automotive may set off or deduct the number of such Commissions from any future payments due to Affiliate or from any funds held in Affiliate’s account from time to time (whether under this Agreement or any other agreement between Distribution KT Automotive and Affiliate). Such deduction shall constitute a true pre-estimate of the loss suffered by Distribution KT Automotive as a result of the payment of such Commission in breach of this Agreement.

     7- BILLING AND PAYMENTS

7.1 Distribution KT Automotive shall pay to Affiliate:

7.1.1 Commissions in respect of Blocked Sales, Leads, Clicks or one thousand Ad Impressions; and.

7.1.2 Bonuses as agreed between the Affiliate and Advertisers.

7.2 Payment of Commissions and Bonuses may be subject to the Advertiser’s Terms and Conditions.

7.3 The Affiliate can access the payment status of Commissions and Bonuses through the Interface. Affiliate agrees to the following:

7.3.1 Not to issue invoices for Commissions and Bonuses generated under this Agreement;

7.3.2 Distribution KT Automotive may provide a copy of this Agreement to the Internal Revenue Service (or equivalent local tax authority) to evidence payment arrangements between Distribution KT Automotive and Affiliate;

7.3.3 The Affiliate shall immediately notify Distribution KT Automotive if he or she transfers any part of their business as a going concern;

7.3.4 Distribution KT Automotive may engage third-party service providers to administer the issuance of payments under this Agreement.

7.4 Distribution KT Automotive will pay all fees and bonuses due, provided that the following complies:

7.4.1 The passing of the lock-in date set in the Interface by Advertiser for the respective Action;

7.4.2 Compliance with any minimum Affiliate thresholds implemented by Distribution KT Automotive from time to time;

7.4.3 The Affiliate’s bank and tax details being correct, accurate, and complete and displayed on the Interface; 

7.4.4.4 The provision of any minimum payment thresholds implemented by Distribution KT Automotive from time to time; and

7.4.4 The provision of any additional information reasonably requested by Distribution KT Automotive regarding the location or residence of the Affiliate;

7.4.5 The payment is not subject to internal audits or reviews of the “quality of the network from time to time.

7.5 All payments will be made by the payment method selected by the Affiliate in the “Payment Settings” section of the respective Affiliate’s Account in the Interface. Distribution KT Automotive is not obligated to take steps to verify the accuracy of the payment information provided by Affiliate, including mailing address if Affiliate elects to receive payment by check or bank account information. Updates to bank account information may take up to two business days to take effect.

7.6 All amounts payable under this Agreement are exclusive of sales taxes, use taxes, value-added taxes, goods or services taxes, or comparable taxes which, if any, will be added to the applicable rate. Such taxes shall be collected and remitted by applicable law. If payments made under this Agreement are subject to withholding tax, Distribution KT Automotive shall be entitled to deduct the corresponding amount from payments made to Affiliate. The parties agree to cooperate in the reduction of withholding taxes and, if requested, will provide the necessary documents for any reduction, exemption, refund, or deduction of withholding taxes.

7.7 All amounts payable shall be paid in the currency in which the respective Advertisers’ Commissions are received. Currency conversion costs or losses caused by exchange rate fluctuations shall be borne by the Affiliate.

7.8 Affiliate shall promptly refund any amount paid to Affiliate in error, or which is not by Affiliate’s rights under this Agreement.

7.9 Affiliate accounts that are abandoned will be closed. If an abandoned affiliate account has a positive balance, it will be credited to the Affiliate at the time of closure. An abandoned affiliate account is defined as an account that has not been logged in or transacted for a period of 6 months. If either of these conditions is met, the account will remain inactive status. If payment to the Affiliate is not possible, by applicable law, the amount payable may be considered unclaimed property and will be reported and paid to the respective state authority by Distribution KT Automotive.

7.10 Any underpaid commission or bonus must be notified to Distribution KT Automotive immediately. Subject to clause 6.4, any underpaid commission or bonus notified by the Affiliate to Distribution KT Automotive shall be rectified within 12 months of the underpayment. Affiliate hereby waives its right to recover any underpaid commission or bonus that fails to notify Distribution KT Automotive within 12 months of the underpayment.

     8- AFFILIATE’S RELATIONSHIP WITH ADVERTISERS

8.1 The Affiliate’s participation in the Network does not create any contract between the Affiliate and any Advertiser.

8.2 During the term of this Agreement, Affiliate shall not, directly or indirectly, enter into any agreement, understanding, or another form of arrangement (whether express or implied) with any Advertiser where payments are made to Affiliate in respect of any marketing services (including, but not limited to, affiliate, display, programmatic, search, email, and click-to-call marketing) other than under this Agreement, without Distribution KT Automotive’s prior written approval.

     9- WARRANTIES AND INDEMNITIES

9.1 Each party warrants and undertakes to the other during the term of the Agreement that

9.1.1 It has full power and authority to enter into this Agreement;

9.1.2 It has all licenses and approvals necessary for the performance of its obligations under this Agreement;

9.1.3 It will perform its obligations under this Agreement by all applicable laws and using reasonable skill and care; and

9.1.4 Will not make any false, misleading, or disparaging representations or statements concerning the other party.

9.2 The Affiliate warrants and undertakes to Distribution KT Automotive during the Term that.

9.2.1 Neither the Affiliate nor any of its officers or shareholders, has previously been a party to an agreement terminated by Distribution KT Automotive for breach;

9.2.2 No officer or shareholder of the Affiliate has been an officer or shareholder of a company (or other entity) that is a party to an agreement terminated by Distribution KT Automotive for default;

9.2.3 all information about the Affiliate set out in the Application Form or on the Interface is complete, true, accurate, not misleading, and will be kept up to date (including but not limited to address details, payment details, and tax information);

9.2.4 Affiliate marketing of any Advertiser or its Products will comply with all Advertising Standards and Data Regulation;

9.2.5 The Affiliate Service will be operated by all applicable laws (including the Advertising Standards and the Data Regulation); 

9.2.6 Shall comply with all applicable laws (including the Advertising Standards and the Data Regulation)

9.2.6 Shall comply with all applicable tax laws;

9.2.7 Shall maintain ultimate control of the operation of the Affiliate Service;

9.2.8 is the valid owner or licensee of any Intellectual Property Rights appearing in the Affiliate Service, and that no part of the Affiliate Service infringes the rights of any third party; and

9.2.9 All Advertiser Materials will be accurately and faithfully reproduced.

9.3 Affiliate shall indemnify, defend and hold Distribution KT Automotive (including its directors, employees, agents, or contractors), harmless from and against any claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees) relating to any third party claim, action, suit or proceeding against Distribution KT Automotive or any Distribution KT Automotive Group company arising out of or in any way connected with their breach of any of the warranties in clauses 9.1 and 9.2, or their gross negligence or willful misconduct.

     10- INTELLECTUAL PROPERTY

10.1 Distribution KT Automotive grants to Affiliate, for the duration of its participation in the Advertiser Program, a revocable, non-exclusive, non-transferable, royalty-free, worldwide sublicense to publish Advertiser’s Materials, without modification, on the Affiliate Service in the Promotional Spaces to the extent necessary to enable Affiliate to market the respective Advertiser and its Products on the Network by the Agreement and the Program Terms.

10.2 A sub-license granted to a sub-network under clause 10.1 may be sub-licensed by the sub-network to sub-publishers on terms equivalent to clause 10.1, with the prior written consent of Distribution KT Automotive.

10.3 A sub-license granted by a sub-network under clause 10.2 may not be further sub-licensed by the sub-Affiliate without the prior written consent of Distribution KT Automotive.

10.4 Distribution KT Automotive grants to Affiliate a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free, worldwide license to use the Interface to the extent necessary for Affiliate to participate in the Network and perform its obligations under this Agreement.

10.5 Affiliate shall not modify, attempt to modify, reverse engineer, or create derivative works of the Interface or the Tracking Code.

10.6 Each party reserves all of its right, title, and interest in and to any of its Intellectual Property Rights licensed under clause 10, or which it creates under this Agreement or which is created by the operation of the Tracking Code.

10.7 Affiliate shall use the information and data obtained from and in connection with participation in the Network solely for this Agreement. Use for any other purpose, or disclosure of such information and data is prohibited.

10.8 Either party may identify the other party in customer or consumer lists and may use the other party’s name and logo in marketing materials and presentations. Any other use shall require the prior written consent of the other party.

     11- CONFIDENTIALITY

11.1 Each party shall only use the Confidential Information to enjoy its rights or perform its obligations under this Agreement. Except as outlined in this Agreement, neither party shall disclose the Confidential Information. The Confidential Information shall be kept confidential.

11.2 The confidentiality obligations of this Agreement shall not apply to the Confidential Information to the extent that it

11.2.1 Is in the public domain (other than as a result of a breach of this Agreement);

11.2.2 Can be shown to have been independently developed by the receiving party; and

11.2.3 Is published on the Interface in the receipt or provision of the Services by this Agreement; 

11.2.4 Is required to be disclosed by law or court order.

11.3 Distribution KT Automotive may disclose the Confidential Information to the Distribution KT Automotive Group Companies.

11.4 This clause shall survive termination for five years.

     12- DATA PROTECTION AND COOKIES

12.1 Distribution KT Automotive and the Affiliate shall comply with their respective obligations under the Data Regulations and by the applicable data processing annexes to these Terms and Conditions.

     13- LIMITATION OF LIABILITY

13.1 This clause 13 sets out all of Distribution KT Automotive’s liability under or in connection with the Agreement.

13.2 Each party shall be responsible for any breaches of the Data Regulations for which it is responsible and therefore, there shall be no joint liability between the parties in respect of such breaches.

13.3 Distribution KT Automotive shall not be liable for any loss of the Affiliate if Distribution KT Automotive’s performance of the Agreement is prevented by the acts or omissions of the Affiliate.

13.4 Distribution KT Automotive shall not be liable to the Affiliate for loss of profits, business, goodwill, anticipated savings, property, contracts, use, or data; losses arising from the acts or omissions of an Advertiser; or for any special, indirect, consequential or purely economic loss, costs, damages, charges or expenses.

13.5 Distribution KT Automotive’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise arising in connection with the Agreement shall be limited to the amount of the Network Fee received by Distribution KT Automotive from Advertisers in respect of Commissions paid to the Affiliate in the 12 months before the date on which the claim arose.

13.6 Except as otherwise expressly stated in this Agreement, all warranties, conditions, and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

13.7 The Network, the Interface, the Tracking Code, its use, and the results of such use are provided “as is” to the fullest extent permitted by law. Distribution KT Automotive disclaims all express or implied warranties, including warranties of satisfactory quality and fitness for a particular purpose, which may be implied in connection with the Network, the Interface, the Tracking Code, its use, and the results of such use. The operation of the Network, the Tracking Code, and the Interface is dependent on third parties beyond Distribution KT Automotive’s control and, in particular, the maintenance by Advertisers of the proper integration of the Tracking Code into Advertisers’ URLs. Distribution KT Automotive specifically disclaims any warranty:

13.7.1 That the use or operation of the Network, the Interface, or the Tracking Code will be uninterrupted or error-free;

13.7.2 That the Tracking Code will integrate correctly with Advertiser’s URLs; 13.7.3 that the Tracking Code will integrate correctly with Advertiser’s URLs;

13.7.3 That the Tracking Code accurately records the Actions at all times;

13.7.4 Concerning the Advertiser Materials, including any warranties that the Advertiser Materials comply with the Advertising Standards;

13.7.5 That defects will be corrected;

13.7.6 That the Network, Interface, or Tracking Code is free of viruses or malicious code;

13.7.7 That any security methods employed will be sufficient;

13.7.8 Concerning any Advertiser or its technology and any third party or its technology; and

13.7.9 Concerning correctness, accuracy, or reliability.

13.8 Distribution KT Automotive shall only be liable in the event of willful misconduct or gross negligence of one of its legal representatives, officers, or other vicarious agents, in the event of any culpable breach of a material contractual obligation and limited to the amount of loss typically foreseeable.

13.9 Nothing in this Agreement limits or excludes Distribution KT Automotive’s liability for culpable injury to life, limb, or health, fraud, misrepresentation, or fraudulent misrepresentation, as well as in cases of compulsory legal liability.

     14- TERMINATION AND SUSPENSION

14.1 This Agreement shall commence on the Effective Date and shall continue until terminated by its terms.

14.2 Either party may terminate the Agreement by giving 30 days’ written notice to the other party for any reason.

14.3 Without prejudice to its other rights or remedies, a party may terminate the Agreement immediately by giving written notice to the other party if

14.3.1 The other party is in material breach of this Agreement;

14.3.2 the other party becomes unable to pay its debts; steps are taken to liquidate or appoint a receiver over the other party; a third party has the right to appoint a receiver over the assets of the other party; the other party negotiates with all or a class of its creditors or proposes or reaches a compromise with such creditors, or any similar or analogous event occurs.

14.4 Distribution KT Automotive may immediately terminate this Agreement or suspend the Affiliate if the Affiliate

14.4.1 Does not access the Affiliate’s account for six months or if no commissions have been generated for six months;

14.4.2 Is reasonably suspected by Distribution KT Automotive to be in breach of any of:

(a) The warranties in clauses 9.1 and 9.2;

(b) The terms of an Advertiser’s program;

(c) Part of the Code of Conduct.

14.5 Distribution KT Automotive may terminate this Agreement, effective immediately upon written notice if the Affiliate undergoes a Change of Control.

     15- CONSEQUENCES OF TERMINATION AND SUSPENSION

15.1 During any period of suspension

15.1.1 Affiliate shall not be able to access the Interface;

15.1.2 All licenses will be suspended and the Affiliate must immediately remove any Advertiser Material from the Affiliate Service;

15.1.3 Distribution KT Automotive may disable any Links and remove any Advertiser Material from the Affiliate Service (to the extent that it can); and

15.1.4 No payment will be made to the Affiliate.

15.2 On termination of the Agreement

15.2.1 All licenses shall terminate and Affiliate shall immediately remove any Advertiser Material from the Affiliate Service;

15.2.2 Distribution KT Automotive may disable any Links and remove any Advertiser Material from the Affiliate Service (to the extent that it can);

15.2.3 Each party shall return or, at the election of the other party, destroy all Confidential Information in its possession within five Business Days; and

15.2.4 Unless Distribution KT Automotive terminates the relationship under clauses 14.3 or 14.4, Distribution KT Automotive shall pay all outstanding commissions and bonuses payable to the Affiliate;

15.2.5 by Distribution KT Automotive under clauses 14.3 or 14.4, all unpaid Commissions as at the date of termination, or accruing after the date of termination, shall be irrevocably forfeited to Distribution KT Automotive and the Affiliate hereby waives any right to recover such Commissions and Bonuses from Distribution KT Automotive.

15.3 Termination of this Agreement shall not affect any existing rights or remedies. 

15.4 Clauses 1, 2, 5, 6, 7, 10.5, 10.6, 11, 12, 13, 15, 16 and 17 shall survive termination.

     16- NOTICES

16.1 Notices to be given under this Agreement shall be in writing and:

16.1.1 Displayed by Distribution KT Automotive on the Interface;

16.1.2 Delivered by the Affiliate by hand or sent by prepaid first-class post or registered post to Distribution KT Automotive at Distribution KT Automotive’s registered office;

16.1.3 delivered by Distribution KT Automotive by hand or sent by prepaid first-class post or registered post to the address of the Affiliate stated on the application form (or such other address as stated on the card member’s account); or

16.1.4 Sent by Distribution KT Automotive by email to the Affiliate’s notification email address set out in the Application Form (or such other notification email address as may be set out in the Affiliate’s Account).

16.2 A notification displayed by Distribution KT Automotive on the Interface shall be deemed to be received at the time it is displayed (or if displayed outside business hours, by 9 am on the first business day following its display). A notice delivered by hand will be deemed received at the time it is delivered (or if delivered outside of business hours, at 9:00 a.m. on the first Business Day following delivery). A properly addressed notice sent by pre-paid first-class mail or certified mail will be deemed received two Business Days after mailing. A notice sent by email shall be deemed received at the time of transmission as shown by the sender’s records (or if sent after business hours, at 9:00 a.m. on the first Business Day following mailing).

     17- GENERAL

17.1 Distribution KT Automotive may amend the terms and conditions of this Agreement by giving 14 days’ notice to the Affiliate.

17.2 Certain features or services offered by Distribution KT Automotive or third parties may be subject to additional terms and conditions. Such terms and conditions will be communicated to the Affiliate before the provision of such features or services, including by displaying them on the Interface.

17.3 Distribution KT Automotive may offset any liability of Affiliate against any liability of Distribution KT Automotive.

17.3 The time limit for compliance with clauses 3.10, 4.6, 7.3.3, 7.8, 15.1.2, and 15.2.1 is of the essence of this agreement.

17.4 Neither party shall be liable for any breach of this Agreement arising from circumstances beyond its reasonable control (a “Force Majeure Event”). If a Force Majeure Event continues for six months, the unaffected party may terminate this Agreement by giving 30 days’ written notice to the other party.

17.5 Affiliate may not assign or subcontract its rights or obligations under this Agreement, in whole or in part, without the prior written consent of Distribution KT Automotive. Distribution KT Automotive may assign or sub-contract its rights or obligations under this Agreement, including to a Distribution KT Automotive Group company.

17.6 Nothing in the Agreement constitutes an association or joint venture between the parties, nor does it constitute either party the agent of the other. Neither party has the authority to bind the other.

17.7 A person who is not a party to this Agreement shall have no legal rights under or in connection with this Agreement.

17.8 A counterpart to this Agreement executed and/or transmitted electronically shall be treated as fully binding and with full legal force and effect.

17.9 This Agreement constitutes the entire agreement between the Parties relating to its subject matter, excluding the United Nations Convention on Contracts for the International Sale of Goods.

17.10 The Parties irrevocably agree that the state and federal courts of Canada shall have exclusive jurisdiction to resolve any dispute or claim arising out of or in connection with the Agreement or its subject matter.