FreshAir Affiliate Program Terms of Service

This Affiliate Program Agreement (the "Agreement") is entered into by and between Innovhh Inc., a corporation incorporated under the laws of Ontario, Canada (the "Company"), and the individual or entity (the "Affiliate") participating in the FreshAir Affiliate Program (the "Program").

1. Program Overview

The FreshAir Affiliate Program is a marketing and referral program that allows the Affiliate to promote and sell FreshAir, an odor neutralizer spray (the "Product"). The Affiliate will receive commissions for generating sales of the Product through approved promotional channels.

2. Enrollment in the Program

To join the Program, the Affiliate must complete the registration process via the Company’s affiliate platform. The Company reserves the right to approve or reject any Affiliate’s application at its sole discretion. The Affiliate agrees to provide accurate, truthful, and complete information upon registration.

3. Affiliate Obligations and Responsibilities

By joining the Program, the Affiliate agrees to:

• Promote the Product in a legal and ethical manner, ensuring that all marketing activities comply with the Competition Act (Canada), the Personal Information Protection and Electronic Documents Act (PIPEDA), and all applicable provincial and federal laws.
• Avoid deceptive advertising practices, including misleading statements about the Product, and adhere to advertising standards set forth by the Canadian Code of Advertising Standards.
• Ensure that any consumer testimonials, claims, or endorsements made in marketing materials are truthful, not misleading, and substantiated.
• Refrain from making false claims about the Product’s effectiveness or benefits that could mislead consumers or violate the law.
• Be responsible for any taxes, fees, or other charges applicable to the Affiliate’s earnings.

4. Commission and Payment

The Affiliate will earn a commission on sales made through their unique affiliate links or promotional codes. The commission structure and payment details, including the frequency and minimum payout threshold, will be disclosed within the Affiliate dashboard. The Company reserves the right to modify commission structures, provided such modifications are communicated to the Affiliate in writing.

Commissions will be paid via specify payment method, e.g., PayPal, direct bank transfer, on a monthly basis, subject to meeting the minimum payment threshold.

5. Samples and Promotional Materials

The Company may provide the Affiliate with samples of the Product for promotional purposes. Any content, images, videos, or other materials created by the Affiliate using such samples will be subject to the following terms:

• The Company retains exclusive rights to all materials created by the Affiliate using Product samples for commercial purposes, including the right to modify, reproduce, and distribute these materials globally.
• The Affiliate grants the Company a worldwide, royalty-free, irrevocable license to use, modify, and distribute such materials for marketing, advertising, and promotional purposes without further compensation to the Affiliate.
• The Affiliate agrees that any materials they create using the Product must adhere to Canadian advertising and marketing laws.

6. Intellectual Property

The Affiliate acknowledges that all intellectual property, including trademarks, logos, and branding related to the Product and the Company, are the exclusive property of the Company. The Affiliate is granted a limited, non-exclusive license to use such intellectual property solely for the purpose of promoting the Product during the term of this Agreement. The Affiliate agrees not to use the Company’s intellectual property in a manner that could confuse consumers or misrepresent the Company’s products.

7. Term and Termination

This Agreement will remain in effect until terminated by either party. The Affiliate may terminate their participation in the Program at any time by providing written notice to the Company. The Company may suspend or terminate the Affiliate’s participation for any reason, including but not limited to violation of this Agreement, with or without notice.

Upon termination, the Affiliate agrees to immediately cease all promotion of the Product, remove all references to the Product from their website and marketing materials, and cease using the Company’s intellectual property. The Affiliate will be entitled to commissions earned up until the termination date, subject to the payment terms outlined in this Agreement.

8. Confidentiality

The Affiliate agrees to maintain the confidentiality of all proprietary information shared by the Company, including business plans, pricing strategies, customer information, and any other confidential or sensitive information disclosed during the course of the relationship. The Affiliate shall not disclose any such information to third parties without the Company’s prior written consent.

9. Privacy and Data Protection

The Affiliate agrees to comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial data protection laws. The Affiliate shall ensure that any personal information collected from customers in the course of promoting the Product is protected and handled in accordance with all relevant privacy laws.

The Company may collect personal information from the Affiliate to manage the Program and ensure the processing of commissions. The Affiliate agrees to the Company’s privacy policy, which will govern the use and protection of such personal data.

10. Limitation of Liability

To the fullest extent permitted by applicable law, the Company’s liability to the Affiliate for any claims arising under this Agreement is limited to the total amount of commissions paid to the Affiliate in the 12 months preceding the claim. The Company is not liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits or reputation.

11. Governing Law

This Agreement will be governed by and construed in accordance with the laws of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to its conflicts of law principles. Any disputes arising from this Agreement shall be resolved through binding arbitration in Ontario, Canada.

12. Miscellaneous

• Independence: The relationship between the Company and the Affiliate is that of independent contractors, and nothing in this Agreement shall create a partnership, joint venture, or employer-employee relationship.
• Amendments: The Company reserves the right to modify or amend this Agreement at any time. Any changes will be communicated to the Affiliate, and continued participation in the Program will constitute acceptance of the changes.
• Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

13. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter herein, and supersedes all prior agreements, understandings, or communications, whether written or oral.

By enrolling in the Program, the Affiliate acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.