Mizo Affiliate Partnership Agreement
Last updated on February 20th, 2025
This Contract relating to the Mizo platform (the “Contract”) is entered into between 9434-8992 Québec inc. (“Mizo“) and the partner identified in the Commercial Offer (the Affiliate,” and together with Mizo, the “Parties”). The Parties agree as follows:
1. Term and Renewal
Term: The term of this Agreement is one (1) year, commencing on the Effective Date specified in the Commercial Details. Thereafter, the Agreement will automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.
Renewal Conditions: Renewal of the term is subject to the Affiliate’s continued compliance with this Agreement and meeting any performance criteria outlined in the Commercial Details. The Company reserves the right not to renew the Agreement if the Affiliate fails to meet minimum performance requirements or breaches any terms.
2. Non-Exclusivity
This Agreement is non-exclusive. The Affiliate is free to participate in other marketing or affiliate programs, including those of the Company’s competitors. However, the Affiliate must avoid any conflicts of interest or unethical conduct in handling multiple affiliations. In particular, the Affiliate shall not misuse the Company’s confidential information or customer leads for the benefit of a competitor, and shall not present competitive products in a manner that confuses customers about the source of products or the nature of the relationship with the Company. Nothing herein grants the Affiliate any exclusive territory or customer base. The Company likewise remains free to engage other affiliates or marketing partners at its discretion.
3. Affiliate Obligations and Best Practices
The Affiliate agrees to perform its services under this Agreement in a professional and ethical manner, adhering to the following guidelines and best practices:
Professional Conduct: Promote the Company’s products and services in a professional and respectful manner, maintaining the integrity of the Company’s brand and reputation. The Affiliate shall not engage in any conduct that disparages the Company or its products.
Compliance with Laws: Abide by all applicable laws, regulations, and industry standards in all marketing and promotional activities. This includes (where applicable) compliance with advertising standards and disclosure guidelines (e.g., the U.S. Federal Trade Commission guidelines on endorsements) to clearly disclose the affiliate relationship. The Affiliate is responsible for ensuring that its promotional methods (emails, websites, social media, etc.) comply with anti-spam laws, data protection laws, and any other regulations relevant in the target audience’s jurisdiction.
Ethical Marketing Practices: Refrain from deceptive or misleading marketing practices. Unethical methods such as spamming emails, phishing, false claims about the product, cookie stuffing, or any form of fraud are strictly prohibited. The Affiliate will not use malware, adware, or other techniques to illicitly intercept or redirect user traffic, as such unethical practices can lead to termination of the affiliate relationship.
Use of Company Assets: Follow the Company’s branding guidelines when using any Company trademarks, logos, or marketing materials. Any use of Mizo’s name or logo must be pre-approved if outside provided guidelines, and must not be in a context that is misleading or harmful to the Company’s image. Unauthorized or inappropriate use of the Company’s intellectual property is prohibited.
Best Efforts and Engagement: Use best efforts to support the sales process for referred prospects. The Affiliate is expected to actively engage in sales discussions with potential customers when requested – for example, by participating in sales calls, product demos, or assisting with contract negotiations for the referral. The Affiliate will promptly forward any leads or inquiries to the Company and collaborate in good faith to convert leads into customers. This level of engagement is a condition to qualify for certain commissions (such as renewal commissions) as specified in the Commercial Details.
Good Faith and Fair Dealing: Both the Affiliate and the Company shall act in good faith in the performance of their obligations under this Agreement, and in all pre-contract dealings. Each party will conduct themselves such that they do not cause harm to the other’s interests and will cooperate to achieve the mutual success of the affiliate partnership.
No Misrepresentation: The Affiliate shall not misrepresent its relationship with the Company. The Affiliate is an independent promoter and may not present itself as an employee or agent of the Company. The Affiliate shall not make any representations or warranties on behalf of the Company beyond what is authorized in Company’s official marketing materials. Any inquiries or questions the Affiliate cannot answer accurately must be referred to the Company.
Confidentiality: The Affiliate shall keep confidential any non-public information provided by the Company, including business strategies, customer data, pricing not publicly disclosed, and any other information marked or reasonably understood to be confidential. Such information shall be used solely for the purposes of this Agreement and shall not be disclosed to any third party without the Company’s prior written consent. This obligation survives termination of the Agreement.
Customer Data Protection: If the Affiliate collects or handles personal data of leads or customers in the course of its affiliate activities, the Affiliate must do so in compliance with applicable data protection laws (e.g., GDPR if in Europe, or other local privacy laws). The Affiliate will promptly forward any customer personal information to the Company and will not retain or use such data beyond what is necessary for the performance of this Agreement.
By adhering to the above responsibilities and conduct guidelines, the Affiliate helps ensure a positive and productive partnership, fostering trust and mutual success for both parties. The Company may provide additional written policies from time to time (for example, detailed Affiliate Program Policies or brand guidelines); the Affiliate agrees to promptly comply with any such policies, provided they do not materially conflict with this Agreement.
4. Company Obligations
The Company agrees to support the Affiliate’s marketing efforts in the following ways:
Provision of Materials: The Company will provide the Affiliate with access to marketing materials, product information, branding assets, and guidelines as reasonably required for the Affiliate to perform its obligations.
Sales Support: For referred prospects, the Company will work in collaboration with the Affiliate to help close the sale. The Company will, to the extent appropriate, include the Affiliate in relevant communications or meetings with the prospect (such as sales calls or demos) to leverage the Affiliate’s relationship with the prospect.
Customer Onboarding & Billing: Once a referral has been converted to a sale and the customer has signed a contract with the Company, Mizo will assume responsibility for customer onboarding, fulfillment of services, ongoing customer support, and billing. The Affiliate is not required to provide product support or billing services to the customer. This division of roles ensures the Affiliate can focus on promoting and identifying new prospects, while the Company maintains the customer relationship and service delivery.
Commission Payment: The Company will track referred sales and calculate commissions in accordance with the Commercial Details. Commissions earned by the Affiliate will be paid on the schedule and terms specified (see Part 2: Commercial Details). The Company shall provide the Affiliate with periodic reporting (e.g., quarterly statements) detailing referrals, sales, and commission calculations, to ensure transparency.
Compliance and Respect: The Company shall also act in good faith and with courtesy in all dealings with the Affiliate. The Company will not ask the Affiliate to engage in any illegal or unethical marketing activity. The Company will promptly address any concerns the Affiliate raises about improper leads, disputes with customers, or any issues that might affect the Affiliate’s ability to earn commissions.
5. Commissions and Payment
The detailed commission structure and payment schedule are set forth in Part 2 (Commercial Details) of this Agreement and may be customized for each Affiliate. In general, the Company shall pay the Affiliate a commission for each Qualifying Sale (as defined below) generated by the Affiliate’s direct referral efforts, subject to the terms and conditions herein.
Qualifying Sale: A “Qualifying Sale” means a sale of the Company’s product or service to a new customer who was introduced or referred by the Affiliate, tracked through an affiliate link or confirmed by the Company as the Affiliate’s lead, that results in a final purchase (and payment received by the Company). The specifics (e.g., what products/services are eligible, any minimum contract duration, etc.) may be defined in the Commercial Details or program guidelines.
Commission Rate: The base commission rate for each Qualifying Sale is set in the Commercial Details (standard rate is 15% of the net revenue from the sale, unless otherwise specified). “Net revenue” typically means the revenue actually received by the Company from the referred customer’s purchase, excluding taxes, refunds, and any third-party fees (if applicable). The Commission on a Qualifying Sale will be deemed earned once the referred customer’s payment is received and any applicable refund period has passed.
Additional Incentives: Performance incentives (such as commissions on renewals of subscriptions) are outlined in the Commercial Details. The Affiliate must meet the stated performance thresholds and participation requirements to earn these additional commissions. If the Affiliate qualifies, those additional commissions will be calculated as described (for example, an additional 15% of renewal revenue if the Affiliate makes 3+ sales annually, per the terms in Part 2).
Payment Terms: The Company shall pay earned commissions to the Affiliate on a quarterly basis, typically within [30] days after the end of each calendar quarter, unless a different schedule is specified in the Commercial Details. Clear payment terms, including the payout schedule, are defined to ensure the Affiliate knows when to expect payment. Commission payments will be accompanied by or made available with a statement showing the calculation of the amount. Payments will be made in the currency specified in the Commercial Details (default in Canadian Dollars or USD as agreed) and via the method agreed (e.g., electronic bank transfer or other method stated).
Taxes: Each party is responsible for its own taxes. The Affiliate is an independent contractor and is responsible for any income taxes, VAT/GST, or similar taxes owed on commissions received. The Company may be required to obtain tax information from the Affiliate (such as a W-8/W-9 form for international affiliates) and withhold taxes where required by law. The Affiliate shall provide necessary information and cooperate with any such requirements.
Clawbacks and Adjustments: If a sale is canceled, refunded, or found to be fraudulently obtained, or if the customer fails to pay, the Company reserves the right to deduct or withhold the corresponding commission from the Affiliate’s future payments, or if no future payments are due, invoice the Affiliate for any commission paid on a non-qualifying sale. The Company will notify the Affiliate of any such adjustment.
6. Relationship of the Parties
The relationship between the Company and the Affiliate is that of independent contracting parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, agency, fiduciary, or employment relationship between the parties. The Affiliate has no authority to act on behalf of the Company or to bind the Company to any obligation, and the Affiliate shall not represent to any third party that it has such authority. The Affiliate’s role is limited to that of an independent referrer/marketer under the terms of this Agreement. The Affiliate is solely responsible for its own business expenses, employees or sub-agents (if any), and all actions taken in furtherance of this Agreement, except as otherwise expressly provided herein.
Because the Affiliate is an independent contractor, the Affiliate will not be treated as a franchisee, agent, or employee of the Company for any purpose. The Affiliate shall not be entitled to any of the benefits that the Company provides to its employees (such as health insurance, retirement plans, or worker’s compensation coverage). The Affiliate is responsible for all costs and legal requirements of its own operations. If the Affiliate hires employees or agents to assist in its affiliate activities, the Affiliate is solely responsible for all legal obligations towards those persons, including payment of wages and compliance with employment laws.
The Affiliate agrees to indemnify and hold harmless the Company from any claims, damages, or liabilities (including reasonable attorney’s fees) arising out of the Affiliate’s own business operations, marketing practices, or breach of its obligations under this Agreement. This indemnification includes, but is not limited to, claims by any third party (or government authority) resulting from the Affiliate’s failure to comply with applicable laws or from the Affiliate’s misrepresentations or misconduct in promoting the Company’s products.
7. Termination
This Agreement may be terminated before the end of the Term under the following conditions:
By Either Party for Convenience: Either party may terminate this Agreement at the end of the initial term or any renewal term by providing the required advance written notice of non-renewal (as set forth in Section 1). The parties may also mutually agree in writing to terminate the Agreement at any time. (Unless otherwise specified in the Commercial Details, mid-term termination without cause by one party requires 30 days’ notice and the other party’s consent, to ensure orderly wrap-up.)
For Inactivity: The Company may terminate the Agreement if the Affiliate is inactive for a substantial period. Inactivity is defined as failing to produce any Qualifying Sales for a continuous period of six (6) months (or as otherwise specified in the Commercial Details). In such case, the Company may provide written notice to the Affiliate of termination due to inactivity. The Company may, at its discretion, first give the Affiliate an opportunity to recommit to the program or improve performance (for example, a warning after 6 months of no sales), but is not obligated to continue the relationship if meaningful activity does not resume.
For Breach or Misconduct: If either party commits a material breach of this Agreement, the non-breaching party may terminate the Agreement by giving written notice to the breaching party describing the breach. The breaching party shall have a cure period of 15 days (or a reasonable shorter/longer period as appropriate given the nature of the breach) to remedy the breach to the other party’s satisfaction. If the breach is not cured within that period, the termination becomes effective at the end of the cure period. Notwithstanding the foregoing, if the Affiliate breaches any of the provisions of Section 3 (Affiliate Obligations and Best Practices) – including engaging in fraud, misrepresentation, unethical or illegal marketing, or any action that harms the Company’s reputation or legal compliance – the Company may terminate this Agreement immediately upon written notice to the Affiliate, with no cure period required. Certain severe breaches (for example, violation of law or intellectual property infringement) warrant immediate termination due to their gravity and potential damage.
For Cause by Affiliate: The Affiliate may terminate the Agreement immediately upon written notice if the Company fails to pay commissions due or otherwise materially breaches its obligations to the Affiliate, and does not cure such failure within 15 days after written notice from the Affiliate describing the breach.
Effect of Termination: Upon termination or expiration of this Agreement for any reason, the Affiliate must immediately cease all promotion of the Company’s products and cease representing itself as an affiliate of the Company. The Affiliate shall remove any of the Company’s banners, logos, and trademarks from the Affiliate’s website or marketing materials within 10 days. The Affiliate must return or destroy any confidential information of the Company upon request. Any licenses granted to the Affiliate to use the Company’s intellectual property during the term are revoked upon termination.
Commissions on Termination: In the event of termination, the Affiliate will be entitled to receive any unpaid commissions earned on Qualifying Sales made prior to the termination date, in accordance with the normal payment schedule and subject to any offsets for chargebacks or refunds. However, if the Agreement is terminated by the Company for the Affiliate’s breach or misconduct, the Company reserves the right to withhold any unpaid commissions attributable to such breach (for example, commissions from fraudulent sales or violations) or to offset damages against such commissions, to the extent permitted by law. The Affiliate will not be entitled to any commission or compensation for prospective or potential referrals after the termination effective date. In other words, if a referred prospect has not purchased by the time of termination, the Affiliate won’t earn commission if that prospect later comes on board (unless otherwise agreed in writing). Likewise, renewal commissions on customer contracts that renew after termination will not be paid, except for renewals that occur before the effective termination date (and only if the Affiliate would have been eligible for them under the Commercial Details).
Survival: Any provisions of this Agreement which by their nature should survive termination (such as confidentiality, limitations of liability, indemnification, governing law, and any accrued payment obligations) shall survive. Termination of the Agreement does not relieve either party from any liability or obligation accrued prior to the date of termination.
The Company will specify activities that could result in immediate termination, such as the Affiliate engaging in offensive or illegal content, associating the Company’s products with hate speech or discrimination, or other activities that flagrantly violate the Affiliate Obligations or the purpose of this Agreement. Engaging in such activities will be considered a material breach not subject to cure.
Both parties acknowledge that termination is a necessary provision to protect their respective interests and that the terms of this Section 7 are reasonable in scope and necessary to protect the goodwill and rights of the Company and the Affiliate.
8. Dispute Resolution
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement (including its breach or termination), the parties shall first attempt in good faith to resolve the matter through amicable negotiations. If the parties are unable to resolve the dispute through direct negotiation within a reasonable time (not to exceed 30 days from notice of the dispute), the dispute shall be referred to arbitration as a first recourse.
Arbitration: The dispute shall be submitted to binding arbitration in Montreal, Quebec, Canada, or such other location as the parties may mutually agree. The arbitration shall be conducted in the English language and in accordance with the rules of a recognized arbitration institution or pursuant to the Civil Code of Québec and Code of Civil Procedure provisions governing arbitration. The parties may agree on a single arbitrator; if they cannot agree, each party will choose one arbitrator and those arbitrators will jointly select a neutral third arbitrator to form a panel of three. The arbitrator(s) shall have experience in commercial contract disputes. The arbitration award shall be final and binding on the parties. Each party shall bear its own costs in the arbitration, and share the arbitrator’s fees equally, unless the arbitrator decides otherwise in the award. The arbitral decision can include an award of legal fees and costs in the arbitrator’s discretion.
Court Jurisdiction: As a limited exception to the above, either party may seek interim or provisional relief (such as an injunction) from a court of competent jurisdiction to protect its rights or property while arbitration is pending, and any such request shall not be deemed incompatible with the agreement to arbitrate or as a waiver of that agreement. If, for any reason, a dispute is not resolved through arbitration, or judicial intervention is required to enforce an arbitral award or address issues not arbitrable, the parties agree to submit to the exclusive jurisdiction of the courts of the Province of Quebec, Canada, specifically the courts sitting in the District of Montreal (or another district in Quebec as may be specified in the Commercial Details). Arbitration and court litigation are thus outlined as the sequential dispute resolution mechanisms.
Governing Law: In any case, this Agreement shall be governed by and interpreted in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
By agreeing to the above arbitration clause, the parties waive certain rights they may have to resolve disputes through court litigation (including the right to a trial by jury), except as expressly provided otherwise. The parties confirm that the arbitration and jurisdiction clauses are entered into voluntarily and are legal, valid, and binding.
9. Language and Communication
The parties have expressly agreed that this Agreement and all related documents be drafted in English.
If this Agreement is translated into another language for convenience or required by any Affiliate’s local law, the English version shall prevail to the extent of any inconsistency or ambiguity in interpretation. Any official notices or communications required under this Agreement shall be in English, and delivered to the respective party’s designated contact as specified in the Commercial Details (or as later updated in writing).
Each party represents that it fully understands the English language and the terms of this Agreement. The Affiliate acknowledges that it has had the opportunity to negotiate this Agreement and to consult with advisors or request clarifications, and is entering into it freely.
10. Miscellaneous Provisions
Entire Agreement: This Agreement (comprising the Master Agreement and the Commercial Details, together with any documents expressly incorporated by reference) constitutes the entire agreement between the Company and the Affiliate with respect to the subject matter herein, and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral, regarding such subject matter. The parties agree that no extrinsic evidence may be introduced to vary or contradict the terms of this written Agreement. Each party acknowledges that in entering into this Agreement it has not relied on any representation, warranty, or promise not expressly set out in this document. If the Company has issued any Affiliate Program terms or policies on its website, those are incorporated herein by reference; however, in the event of a direct conflict between this Agreement and any online terms, the terms of this Agreement (including Commercial Details) shall prevail.
Amendments: Any amendment or modification to this Agreement (including changes to the Commercial Details for a given Affiliate) must be made in writing and signed by authorized representatives of both parties (which can include electronic signature or acceptance via an online portal, if expressly provided by the Company). This requirement ensures that no unilateral changes are made and that both parties explicitly consent to any modifications. Notwithstanding the foregoing, the Company may update general program policies or guidelines (separate from the core contractual terms) from time to time by providing notice to the Affiliate, and such updates shall become binding on the Affiliate if the Affiliate continues to participate in the program. However, any change to commission rates or material terms in the Commercial Details will not apply to the Affiliate without the Affiliate’s agreement (except changes that are universally applied to all affiliates upon renewal of their term).
Severability: If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed severed from the Agreement and the remaining provisions shall remain in full force and effect. The parties shall endeavor in good faith to replace any invalid or unenforceable provision with a valid provision that, as closely as possible, achieves the intended commercial result of the original provision.
No Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. Any waiver of any breach of this Agreement must be in writing and signed by the party granting the waiver. A waiver of any breach shall not constitute a waiver of any other breach or of the same provision in the future.
Assignment: The Affiliate may not assign or transfer this Agreement (or any of its rights or obligations hereunder) to any third party without the prior written consent of the Company. Any attempt to assign without such consent will be null and void. The Company may assign this Agreement (in whole or in part) to an affiliate or successor entity, for example in the event of a reorganization or sale of the business, provided that the assignment will not relieve the Company of its obligations to the Affiliate in any accrued commissions up to the date of assignment. This Agreement is binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.
Notices: Formal notices under this Agreement shall be given in writing and delivered to the addresses or contact emails specified in the Commercial Details (or such other address as a party may designate in writing from time to time). Notices shall be deemed given: (a) if by hand or courier, upon delivery; (b) if by registered mail, on the date of receipt or refusal as indicated by the postal service; or (c) if by electronic mail, on the date the email is transmitted, provided that no bounce-back or similar error message is received and a copy of the notice is also sent by another method for confirmation. Routine communications (such as day-to-day operational emails) may be sent by email to the contacts on record.
Governing Law: (Restated for emphasis) This Agreement and all matters arising under it shall be governed by the laws of Quebec, Canada, as set forth in Section 8. The parties agree that Quebec law will apply regardless of conflict of laws principles and that any mandatory consumer protection laws (if the Affiliate is acting as a consumer, though in business context it is assumed not) are not intended to be waived.
Execution: This Agreement may be executed in counterparts (including electronic PDF or click-through acceptance), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. An electronic signature or online acceptance by the Affiliate is valid and binding, to the extent permitted by applicable law.
By signing the Commercial Details, the parties also agree to this Master Agreement, which form an integral part of the Affiliate Partnership Agreement. Each party’s signatory confirms that they are authorized to bind the respective party to the terms of this Agreement.