You agree that by clicking “Join Now”, “Join Agent8”, “Sign Up” or similar, registering, accessing or using our services (described below), you are agreeing to our User Agreement (even if you are using our Services on behalf of a company). If you do not agree to this contract (“Contract” or “User Agreement”), do not click “Join Now” (or similar) and do not access or otherwise use any of our Services.
We reserve the right to change this User Agreement from time to time by updating this posting. Please check the User Agreement periodically for changes. Your continued use of Agent8 following the posting of these changes will mean you accept those changes.
To consent to this contract and use the Services, you agree that: (1) you must be at least 18 years of age or older; (2) you will only have one Agent8 account, which must be in your real name; and (3) you are not already restricted by Agent8 from using its Services.
Consent to this contract means that you’re okay with us providing notices to you through the Agent8 Portal and/or the contact information you provided to us. If the contact information you provide is out of date, you may miss out on important notices.
You agree that we will provide notices to you in the following ways: (1) a notice within the Service, or (2) a message sent to the contact information you provided us (e.g., email, mobile number, physical address). You agree to keep your contact information up to date.
You agree that you will not:
- Develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology or manual work) to scrape the Services or otherwise copy profiles and other data from the Services;
- Use, disclose or distribute any data obtained in violation of this policy;
- Disclose information that you do not have the consent to disclose (such as confidential information of others (including your employer));
- Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights.
- Violate the intellectual property or other rights of Agent8.
- Post anything that contains software viruses, worms, or any other harmful code;
- Imply or state that you are affiliated with or endorsed by Agent8 without our express consent.
- Interfere with the operation of, or place an unreasonable load on, the Agent8 Portal (e.g., spam, denial of service attack, viruses, gaming algorithms).
Restrictions on Use of Materials
The Agent8 online portal and its contents are the property of Agent8 or its licensors and are protected, without limitation, pursuant to Canadian and foreign copyright and trademark laws.
Reproduction or duplication of the Agent8 portal and/or all or any part of its contents for anything other than your personal, non-commercial use is a violation not only of these Terms and Conditions but also of copyright and trademark laws. The content on Agent8 is made available to you for non-commercial, personal, or educational purposes only. The content may not be modified in any manner and the intellectual property notice must be included on every display and copy of the content. No other use is permitted. Nothing contained herein shall be construed as conferring any right under any copyright of Agent8 or any other person who owns the copyright in the content provided on the Agent8 online portal.
All trademarks and trade names are trademarks or registered trademarks of Agent8 or its affiliated companies or are the trademarks of their respective owners. The display of trademarks or trade names on Agent8 does not convey or create any license or other rights in these marks or names. Any unauthorized use of these trademarks and trade names is strictly prohibited.
Jurisdiction and Governing Law
Agent8 is located in Ontario, Canada. If you choose to access the Agent8 portal from another location, you are responsible for compliance with local laws, if and to the extent local laws are applicable.
These Terms and Conditions shall be governed by and construed in accordance with the laws of Ontario, Canada, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or in connection with these Terms and Conditions or Agent8 shall be filed only in the provincial or federal courts located in Ontario, Canada and hereby submit to the nonexclusive jurisdiction of such courts. You also agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Agent8 or the Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against Agent8 related to any claim and, where applicable, you also agree to opt out of any class proceedings against Agent8.
In order to be able to post comments on Agent8, you will be required to register. Should you choose to register, you agree to provide accurate and current information about yourself as required by the registration process, and to promptly update such information as necessary to ensure that it is kept accurate and complete. You agree to be responsible for: (a) maintaining the confidentiality of any passwords or other account identifiers which you choose or are assigned as a result of any registration on Agent8, and (b) all activities that occur under such password or account. Further, you agree to notify Agent8 of any unauthorized use of your password or account. If you provide any information that is untrue or inaccurate, we have the right to suspend or terminate your account.
User Commenting Guidelines
Postings created by users on any part of the Agent8 portal, including but not limited to its Comment forums, ("Postings") are the responsibility of the user creating the Postings. AGENT8 HAS NO RESPONSIBILITY FOR POSTINGS. However, Agent8 retains the right, which it may or may not exercise, in its sole discretion, to review, edit, refuse or delete any Postings for any reason whatsoever. Agent8 will not be liable to you or any third-party for any modification or discontinuance of your Postings.
You acknowledge and agree that Agent8 may preserve Postings and may also disclose any information as necessary to satisfy any law, regulation or governmental request, comply with legal process, enforce these Terms and Conditions or to protect itself, its users and/or the public.
You hereby represent and warrant that you have all necessary rights in and to all Postings you provide and that such Postings shall not infringe any proprietary or other rights of third parties or contain any libellous, tortious, or otherwise unlawful information. Without limiting the generality of the foregoing, you agree not to:
- Infringe any proprietary or other rights of third parties, including any copyright, trademark, patents, trade secrets, privacy or other proprietary or property right; contain any libelous, tortious or otherwise unlawful information;
- Defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of others, including, without limitation, rights relating to privacy and publicity;
- Are inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful;
- Denigrate a class of people because of their race, religion, country of origin, sexual orientation or gender;
- Depict violent or criminal acts, or seek to incite violence or crime;
- Relate or pertain to any "hate group," for example, groups that are organized in part to promote the oppression of or assert the supremacy of any class of people;
- Include a photograph of another person or personal information of another person or use that person's correspondence, diaries or personal documents without that person's consent;
- Post, transmit, link to, or otherwise distribute any Postings that involve or promote commercial activities or seek solicitations on behalf of charities or donations of any kind, including but not limited to, promoting any contests, sweepstakes, barter, advertising or franchise, pyramid scheme, multi-level marketing opportunity, "club membership", distributorship or sales representative agency arrangement or other business opportunity.
- Further or promote any criminal activity or enterprise or provide instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
- Could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable law.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF AGENT8, ITS PARENT, AFFILIATES, AND RELATED COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS OR DEMANDS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL AND ACCOUNTING FEES RESULTING FROM OR RELATED TO ANY BREACH OF THESE TERMS AND CONDITIONS, YOUR ACCESS TO OR USE OF THE AGENT8 PORTAL OR YOUR USE OF OR RELIANCE ON OR PUBLICATION, COMMUNICATION OR DISTRIBUTION OF ANYTHING FROM THE AGENT8 PORTAL. You shall use your best efforts to cooperate with us in the defence of any claim. We reserve the right, at our own expense, to assume the exclusive control of any matter otherwise subject to indemnification by you.
By contributing Postings to Agent8, you give (or warrant that the owner of such rights has expressly given) to Agent8 a worldwide, royalty-free, perpetual, irrevocable and nonexclusive right and license to use, reproduce, modify, edit, adapt, publish, translate, broadcast, create derivative works from, distribute, perform, display and publicize such content anywhere, for any purpose and in any form, media or technology now known or later developed, without any compensation to you. In addition, you acknowledge and agree that you have waived any moral rights in your Postings. You further agree that Agent8 is free to use any ideas, concepts, know-how, or techniques contained in any of the Postings for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information, without compensation to you.
Termination of Access
You agree that Agent8, in its sole discretion, may suspend or terminate your password, account, or use of the Agent8 portal and remove and discard any Postings at its convenience or for any reason. You agree that any suspension and/or termination of your access to the Agent8 portal may be effected without prior notice and that Agent8 will not be liable to you or to any other person as a result of any such suspension or termination.
Links to Third Party Sites
Users may, through hypertext or other computer "links," gain access to other sites on the Internet which are not part of the Agent8 portal and which are not controlled by Agent8. Agent8 is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Agent8 of the site. AGENT8 AND ITS PARENT ASSUMES NO RESPONSIBILITY FOR ANY MATERIAL OUTSIDE OF THE AGENT8 PORTAL WHICH MAY BE ACCESSED THROUGH ANY SUCH LINK.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, AGENT8 IS PROVIDING THE AGENT8 PORTAL ON AN "AS IS" AND “AS AVAILABLE” BASIS AND MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE AGENT8 PORTAL ITS CONTENTS, OR ANY WEB SITE OR CONTENT WITH WHICH THE AGENT8 PORTAL IS LINKED. AGENT8 DOES NOT WARRANT THAT THE FUNCTION OF THE AGENT8 PORTAL OR ITS CONTENTS WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE AGENT8 PORTAL OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL AGENT8 BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR FOR ANY DAMAGES OF ANY KIND OR CHARACTER (INCLUDING WITHOUT LIMITATION ANY COMPENSATORY, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES), EVEN IF AGENT8 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE AGENT8 PORTAL ITS CONTENTS, OR ANY WEBSITE OR CONTENT WITH WHICH THE AGENT8 PORTAL IS LINKED OR WHICH IS PROVIDED IN CONNECTION WITH THE AGENT8 PORTAL.
Agent8 Standard Terms and Conditions
1. PURCHASE OF ADVERTISEMENT AND/OR WEBSITE SERVICES-
2. PERFORMANCE BASED WEBSITE SERVICES–
Agent8 may be providing the client Website services that are based on specified actions or website visitor activities (“Performance Services”) such as retargeted display advertising or pay-per-click advertising. Details of these services and the associated fees for these services (“Payout”) are described in the Sales Order and/or in the associated product pages in the Agent8 portal.
3. APPROVAL OF THE CLIENT’S CREDIT–
The client acknowledges that this Contract is strictly conditional upon Agent8’s approval of the client’s credit and authorizes Agent8 to conduct all usual enquiries with third parties regarding the client’s solvency and credit and to record in the client’s file and disclose to third parties information regarding the client’s credit.
4. TERM AND FULL PAYMENT–
For ongoing monthly Search Engine Optimization services, the Contract will continue in accordance with the monthly rate on the billing schedule provided. Upon written notice to Agent8, the client may terminate the monthly Search Engine Optimization contract on 60 days’ notice at any time. The client is responsible to Agent8 for full payment of all monthly fees and the client acknowledges that this clause is a material basis of this Contract and that such an obligation to pay constitutes an essential consideration of Agent8’s undertaking to offer the Search Engine Optimization services for the fee agreed upon.
5. CHARGEBACKS FOR PERFORMANCE SERVICES–
A “Chargeback" means that a transaction is not eligible for a Payout, only in the following circumstance: a duplicate entry or other clear error. Corrected Transactions must be identified by the client by the 10th of the month for transactions that occurred the prior month. Failure to identify a Transaction’s status by the 10th of the month results in a Locked Transaction status. Payment of the Payout and Transaction Fees associated with that Transaction must then be authorized by the client. “Corrected" means that the client has reviewed the Transaction and represents and warrants that the Transaction qualifies as a “Chargeback".
6. EARLY TERMINATION AND REFUSAL TO PUBLISH AND/OR HOST–
Agent8’s may terminate this Contract and refuse to publish or offer the Advertisement, the Website Services and/or host Website, upon notice to the client, if the client is in default to pay any amount owed to Agent8’s pursuant to this Contract or to any Contract entered into with Agent8 or if client breaches any other term hereof.
7. CONTENT MARKETING–
Agent8’s free incentives have no cash value. Any free blog posts or social media posts provided by Agent8 are restricted to Agent8’s choice in writers, and consist of general blog topics written to drive traffic to the site or social media posts written to promote the blog(s). These posts are not necessarily technically specific and may not speak about the client’s particular business or area of expertise in detail. If any post does not receive approval from the client, it will not be posted. The client has the opportunity to re-write and submit for Agent8 to edit and/or distribute “as is” for no additional cost. Free external blog set up, free website hosting, and SSL Certification will only be completed when full website credentials are given to Agent8 for the ability to implement.
8. NO REPRESENTATIONS BY AGENT8 & NO WARRANTY OF SUCCESS FOR THE CLIENT–
The client acknowledges that, in order to promote its portal and services, Agent8 may, from time to time, convey data, including statistics, or other types of information, which illustrate the results obtained by certain groups of Agent8’s clients; such data is, to the best of Agent8’s knowledge, accurate and said data has been obtained from credible and independent sources. The client also acknowledges that such data is conveyed solely for informational purposes, that Agent8 does not conduct any analysis regarding the client’s business and that, consequently, the results obtained may vary considerably from client to client.
9. COLLECTION AND USE OF TRANSACTION DATA –
Agent8 collects, owns, and may use as it chooses anonymous Visitor demographic and transactional information and data. Without limiting the foregoing, the client shall not provide Agent8 with Order IDs that could potentially be connected to an actual individual, including, but not limited to user names.
10. CLIENT’S WARRANTY –
The client warrants that it is authorized to publish the Advertisement, and to display the Website, and that neither the Advertisement nor the Website violates any law and that the Website Services will not violate any law applicable to client. The client also warrants that it holds all permits or licences which may be necessary, including any license to practice issued by any professional or other regulatory body exercising jurisdiction over the client’s activities. The client further warrants that it holds the rights to use the trademarks or trade names included in the Advertisement or on the Website and that such use does not violate any provision of any law or statute, including the Trade-Marks Act (Canada), the Copyright Act (Canada) and any other law or statute relating to intellectual property.
11. LIMITED LIABILITY OF AGENT8 AND THIRD PARTY VENDORS –
The client acknowledges that Agent8 produces, publishes, offers and hosts a very large number of advertisements and websites, that errors may thus occur and that Agent8 would not be able to provide the Website Services, Advertisement and host the Website, on an economic basis, without the benefit of a limitation of liability clause. Consequently, the client also acknowledges that such a limitation of liability clause is a material basis of this Contract, that such a limitation of liability constitutes an essential consideration of Agent8’s undertaking to offer the Advertisement and Website Services for the fee agreed upon. Agent8’s liability with respect to this Contract and the products and services purchased under it shall not exceed the price of the portion of 3 such product or service as to which liability arises and then only for the amount of such price paid during the relevant Initial Term or Renewal Term, as applicable, and Agent8 shall not be liable for any injury, loss or damage, resulting from the product or service. In no event shall Agent8 be liable for special, incidental or consequential damages, including, but not limited to, loss of profits, capital or business opportunity; downtime costs; or claims of customers of client. Notwithstanding any applicable statute of limitations to the contrary, any action by client relating to a claim hereunder must be instituted no later than two (2) years after the occurrence of the event upon which the claim is based. All of the foregoing limitations shall apply irrespective of whether client’s claim is based upon breach of contract, breach of warranty, negligence, strict liability, or any other legal theory. The client acknowledges that the present limitation of liability equally applies to third party vendors and contractors of Agent8, if applicable.
12. TRACKING CODE MAINTENANCE –
Some of Agent8’s Website services require the addition of tracking code on the client’s website. The client agrees to comply with Agent8’s tracking code integration and maintenance requirements as notified to the client by Agent8 from time to time.
If Agent8 is providing Performance Services and the tracking code is not recording tracking data properly on the Performance Services and the client is receiving visitor traffic but transactions are not being recorded, or if the client is using an alternative tracking method to pixel image tracking and fails to timely comply with their reporting obligations, Agent8 shall calculate Payouts due for the Performance Services (“Payouts”), and debit the client account for such Payouts (“Estimated Payouts") based upon an historical analysis of the client’s account as applied to an historical analysis of Agent8’s promotion of the client. Transaction fees shall be applied to such Estimated Payouts and an additional service fee shall be payable to Agent8 equal to 15% times the Estimated Payouts, with a US$100 minimum. If there is not enough performance data for the client’s account to make such analyses, Agent8 shall calculate Estimated Payouts based upon a performance average across the Website Service for all clients for the period under review.
13. MODIFICATION TO THIS CONTRACT BY Agent8 –
The client acknowledges that Agent8 may, from time to time, unilaterally modify this Contract if such modifications do not substantially affect the rights and obligations of the client. The client is bound by any such modifications from the moment the client receives a notice to that effect. The current version of this Contract can be found at www.agent8.ca/terms_conditions.cfm or obtained by contacting Agent8 via the methods listed on Agent8.ca.
14. PROPERTY AND TRANSFER OF ADVERTISEMENT AND WEB SERVICES –
The client acknowledges that Agent8 owns the intellectual property rights related to the Advertisement and Website Services and undertakes not to reproduce same without Agent8’s prior written consent. Upon full payment of all outstanding charges related to this Contract, Agent8 will deliver to the client upon request HTML and/or video files for online video or websites delivered under this Contract provided that such delivery does not violate any Contracts or agreements Agent8 may have with third parties. Upon such transfer, Agent8 will grant the client a license to use the transferred files in the normal course of the client’s business.
15. CONFIDENTIALITY –
Client agrees to keep confidential any and all information relating to Agent8 and its policies, including, without limitation, all quotations, discount policies and data and also agrees to conduct its business (including the Website) in accordance with all applicable laws, ordinances, rules and regulations of any applicable authority.
16. FORCE MAJEURE, ETC. –
No liability shall result from delay in performance or non-performance in whole or in part if performance as agreed has been made impracticable by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid, or by the occurrence of a contingency the non-occurrence of which was a basic assumption on which this Contract was made, including, but not limited to, acts of God, fire, flood, accident, riot, war, sabotage, strike, labour trouble or shortage, breakdown or failure of equipment, or embargo. Agent8’s (i) inability to obtain at prices and on terms deemed by it to be practicable any required good or service or (ii) incurring increased costs for compliance with regulations shall also be sufficient to relieve Agent8 of its obligation to perform hereunder. If any of such circumstances affect only a part of Agent8’s capacity to perform, Agent8 shall have the right to allocate deliveries among all of its customers and its own requirements in a manner and at such times as Agent8 may determine.
17. NO IMPLIED WARRANTIES –
EXCEPT AS EXPRESSLY MADE HEREIN, AGENT8 MAKES NO WARRANTY OF ANY KIND EXPRESS OR IMPLIED INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS OF THE PRODUCT OR SERVICE FOR ANY PARTICULAR PURPOSE, EVEN IF THAT PURPOSE IS KNOWN TO AGENT8.
18. TAXES –
Liability for all taxes, excises or other charges, imposed by any local, provincial, state or federal, or other authority, which have to do with or affect the goods or services herein ordered (except those based on the income of Agent8’s), shall be assumed and paid by client. Client further agrees to indemnify and protect Agent8 against any and all such liabilities for taxes as well as any legal fees or costs incurred by Agent8 in connection therewith.
19. ENTIRE AGREEMENT –
This Contract constitutes the entire Contract of sale and purchase of the product and service herein named. It is not assignable by client without the written consent of Agent8. Except as provided herein, modification of this Contract shall be of any force or effect unless in writing signed by the parties. If any provision of the Contract is or becomes violative of any laws, or rule, order or regulation issued thereunder, Agent8 shall have the right, upon notice to client, to cancel such provision, without affecting the other provisions of this Contract, or to cancel this Contract in its entirety.
(a) This Contract shall be governed by and construed in accordance with the laws of the Province of Ontario. Any lawsuit brought by client arising out of the transactions covered hereunder shall be instituted in the appropriate court located in such Province, and client further submits itself to the jurisdiction of said courts in the event Agent8 elects to institute any action in said courts.
(b) All notices required or authorized to be given by either party hereunder to the other party shall be deemed validly given and served if in writing and delivered, faxed or deposited in the mails in a sealed envelope with sufficient postage affixed and properly 5 addressed to the party to whom such notice is directed at the address of such party’s place of business as shown in the Contract. Any notice delivered by hand, or facsimile, receipt confirmed shall be deemed received on the day of such delivery (save and except where delivery is after 4:00 p.m. in the office of the recipient or is delivered on a day which is not a business day in which event such notice shall be deemed to have been received on the next business day), or where such notice is mailed, receipt shall be deemed to have occurred four (4) business days after mailing as aforesaid; provided that, in the event of disruption of normal postal service, any such notice shall be delivered or sent by facsimile. Either party may from time to time change its address for notification purposes by giving the other party written notice of the new address and the date upon which it will become effective.