Advisor Program Agreement 

SALES ADVISOR PROGRAM AGREEMENT 

1. Introduction

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE PLASTIC BANK RECYCLING CORPORATION  (“PLASTIC BANK”). COLLECTIVELY THE “PARTIES” AND EACH, A  “PARTY”.

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION SHOULD YOUR PARTICIPATION IN THE PROGRAM BE ACCEPTED.

1. This Agreement contains the complete terms and conditions governing your relationship with Plastic Bank and, if applicable, your participation in the Plastic Bank Sales Advisor Program (the “Program”). The purpose of this Agreement is to allow you to act as an Advisor, Sales Agent or Affiliate of Plastic Bank and to allow you to use Plastic Bank resources and tools for the purpose of referring potential customers to Plastic Bank, completing sales, and earning commission. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Plastic Bank, and “you,” “your,” and “yours” refer to you as the source of potential customer referrals.
2. You must be approved by Plastic Bank before your participation in the Program. Plastic Bank reserves the right to withhold or refuse approval for any reason and without providing any further detail as to the reason(s) of the application rejection. Once you have been approved, your continued right to participate is conditioned upon the ongoing compliance with the terms and conditions of this Agreement. Your failure to observe the terms and conditions of this Agreement or the privacy policy posted on Plastic Bank’s website will disqualify you from participating in the Program. You shall promptly notify Plastic Bank in writing in the event of a material change in your business practices or strategy. Approval may be withdrawn by Plastic Bank, at any time and for any reason.
3. Any changes/amendments to this Agreement shall be communicated to you by Plastic Bank via email at the email address registered in the Affiliate Tool. Continued participation by you in the Sales Advisor Program shall be considered your deemed acceptance of the said amended Agreement.
4. Definitions 

“Affiliate Lead” or “Affiliate Prospect” means a customer prospect who clicks on the Referral URL that we have made available to you via the Affiliate Tool.  

“Affiliate Policies” means the policies applicable to sales agents which we may make available to you from time to time.

“Affiliate Tool” or “Advisor Platform” means the tool that we make available to you upon your acceptance into the Sales Advisor Program and for you to use in order to participate in the Sales Advisor Program.

“Agreement” means this Sales Advisor Program Agreement and all materials referred or linked to herein.

“Business Reference Guide” means the complete Sales Agent how-to guide, including Rules of Conduct, business management tips, and terms and policies of the Plastic Bank Commission Plan. The link to the Business Reference Guide is provided here. 

“Commission” means the commission rates and policies set forth in the Plastic Bank Business Reference Guide with visibility through the Affiliate Tool for each Customer Transaction.

“Customer” means the authorized actual purchaser of the Plastic Bank Products who has purchased or signed up for the Plastic Bank Products after being an Affiliate Lead.

“Customer Transactions” means any purchase made  by Affiliate Leads through the Sales Agent’s unique Referral URL. This includes all transactions traceable to the said agent’s unique Referral URL. The transaction is considered completed when payment is successfully processed by Plastic Bank.

“Customer Data” means all information that Customer submits or collects via the Plastic Bank Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the Plastic Bank Products.

“Plastic Bank Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

“Plastic Bank Products” means both the offsets and other products (including but not limited to Plastic Bank’s merchandise etc.) 

“Referral URL” means the unique tracking link you share with prospective customers, place on your site, or promote through other channels that takes Affiliate Leads to the Plastic Bank website ordering page resulting in a Customer Transaction.

“Sales Advisor Program” also referred to as the “Affiliate Program”  means our independent Sales Advisor Program as described in this Agreement.

“We”, “us”, “our”, and “Plastic Bank” means The Plastic Bank Recycling Corporation.

“You” and “Affiliate” or “Sales Agent” or “Sales Advisor” means the party, other than Plastic Bank, entering into this Agreement and participating in the Sales Advisor Program.

3. Nature of the relationship
   1. Each Party agrees that it is an independent contractor to the other Party and, as such, it is not an employee or principal of such other Party. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of such other Party.
   2. This Agreement does not create an exclusive agreement between you and us. Plastic Bank reserves the right to appoint other agents or representatives to sell Plastic Bank Products, and to engage in direct sales of the same. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
4. Application and acceptance into the program 
   1. If you are accepted to participate in the Sales Advisor Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.  
   2. You will comply with the terms and conditions of this Agreement at all times.
   3. Notwithstanding to the foregoing, we will reject your application or cancel your existing account if we determine that your site is unsuitable for our Program, including if it:
      1. Promotes sexually explicit materials, violence, or illegal activities
      2. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
      3. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
      4. Includes “Plastic Bank” or variations or misspellings thereof in its domain name.
      5. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
      6. Contains software downloads that potentially enable diversions of referral payments from other referral sources participating in our Program.
      7. Promotes “get-rich-quick” schemes that have no tangible business value.
      8. Misrepresents the nature of our relationship.
      9. Is in violation of any other term or condition referenced herein.
5. Affiliate obligations
   1. If you engage in email marketing, you must have the consent of the recipient to send such email and shall maintain records evidencing such consent including, without limitation:

1. Opt-in date & Registration source;
2. First name & Last name;
3. E-mail address;
4. Privacy Policy of Source Site;
5. Any other information collected; and
6. you will supply such records to Plastic Bank within one (1) business day of a request.

2. Unless otherwise approved in writing by Plastic Bank, you may not offer incentives to users as a means to enhance the performance of any program; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.
3. You may not bid on any variations of Plastic Bank brand terms in any keyword-based pay-per-click search engines, including, without limitation, Google, Bing, and Yahoo.
4. You must be an active participant in the Program and will be removed from the Program and ineligible to receive commissions if you are unable to comply with the activity requirements set forth in the Plastic Bank Business Reference Guide. Any website created to promote your participation in the Program that links to plasticbank.com or promotes Plastic Bank in any way, must do so in a way consistent with our Brand Guidelines (link provided below) and be clear about the nature of our relationship. Plastic Bank reserves the right to reject or modify these domains for any reason.
5. Your policies must be compliant with all applicable state and federal laws and regulations including but not limited to the CAN-SPAM Act of 2003, Canada Anti Spam Legislation, Consumer Protection Legislation, Competition Act etc.
6. It is your obligation to review this Agreement regularly. You must stay aware of any changes to this Agreement, although Plastic Bank will use its reasonable efforts to notify you of any changes.
7. From time to time Plastic Bank may determine additional obligations in its sole discretion. In the event of such changes you will be notified.

6. Plastic Bank Rights & Obligations
   1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our website are appropriate and to notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program.
   2. Plastic Bank actively monitors traffic for fraud. If fraud is detected from your site, your account will be made inactive pending further investigation. Fraudulent traffic includes but is not limited to: click-through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of Plastic Bank; use of fake redirects, automated software, and/or other fraudulent mechanisms to generate payable actions from the Program.
   3. Plastic Bank reserves the right to terminate this Agreement and your participation in the  Plastic Bank Affiliate Program immediately and without notice to you should you commit fraud in your use of the  Plastic Bank Affiliate Program or should you abuse this Program in any way. If such fraud or abuse is detected,  Plastic Bank shall not be liable to you for any referral payments for such fraudulent activity.
7. Commission and payment 
   1. Plastic Bank is a PPS (pay-per-sale) program. We pay active participants in the Program recurring commission payments on Customer Transactions per the rates and policies outlined in the Plastic Bank Business Reference Guide and are subject to compliance with the terms and conditions of this Agreement.
   2. Commission payments on Customer Transactions are processed once a month. Timing of payments as well as payment transaction methods are outlined in the Plastic Bank Business Reference Guide. 
   3. Plastic Bank will only pay commissions on Customer Transactions that are earned and tracked in the Affiliate tool and while you are an active participant in the Program. If you are removed from the Program for any reason, you will no longer receive commission  payments on any Customer Transactions. 
   4. If Customer Transaction payments do not exceed $30 for the U.S. based participants in the Program or $50 for participants located outside the U.S. in a month for which the commission shall be calculated, Plastic Bank reserves the right to hold payment until such payments accumulate to the above mentioned minimum amount.
   5. In addition to any other remedies that may be available to Plastic Bank, in the event of any breaches by you of this Agreement, you shall forfeit your rights to any amounts owed by Plastic Bank to you.
   6. Plastic Bank reserves the right to make amendments or introduce new elements to the commission plan which will be detailed in the Business Reference Guide. In such cases, these changes shall  apply to each and every Commission payment on Customer Transactions  transacted after the effective date of the stated change. In the event of such an amendment, Plastic Bank shall send an email to the active Sales Agents detailing any such amendments to the Business Reference Guide. 

7. Plastic Bank shall use reasonable efforts to resolve issues concerning the interpretation and administration of the Business Reference Guide. Sales Agents should first raise questions or concerns by sending an email to the below mentioned Plastic Bank’s email address. Plastic Bank ultimately has final authority with respect to all issues related to the interpretation or administration of the Business Reference Guide. All decisions of Plastic Bank shall be final, and shall not be subject to review or appeal. 
8. Promotion Restrictions
   1. You are free to promote your own websites, but you are prohibited from creating or using any promotion mentioning Plastic Bank that could be perceived by the public or the press as a joint effort, expressed or implied, between you and Plastic Bank. This includes purchasing ads that link directly to PlasticBank.com. Any pending balances will not be paid if your account is terminated because of unacceptable advertising. To avoid confusion, you are required to follow each of the promotional restrictions set forth below:
      1. Certain forms of advertising are always prohibited by Plastic Bank. The sending of unsolicited email is unacceptable.
      2. You may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address.
      3. You may use mailings to customers to promote Plastic Bank so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings.
      4. You may post to newsgroups to promote Plastic Bank so long as the news group specifically welcomes commercial messages.
      5. At all times, you must clearly represent yourself and your web site(s) as independent from Plastic Bank and its clients.
   2. If you advertise among other keywords or exclusively bid in your pay-per-click campaigns on keywords such as Plastic Bank, plasticbank.com, www.plasticbank.com, PlasticBank, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – you will be considered a trademark violator, and you will be terminated from Plastic Bank’s Program. We will do everything possible to contact you prior to the ban, but we have no obligation to do so. We reserve the right to expel any trademark violator from our Program without prior notice, and on the first occurrence of such pay-per-click bidding behavior.
   3. You shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited your site (i.e., no page from our site or any Plastic Bank’s content or branding is visible on the end-user’s screen). As used herein, “Parasiteware™” and “Parasitic Marketing” shall mean an application that:

1. through accidental or direct intent causes the overwriting of referral source tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email;
2. intercepts searches to redirect traffic through an installed software thereby causing pop ups, referral payment tracking cookies to be put in place, or other referral payment tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, Yahoo, AOL and similar search or directory engines);
3. set referral payment tracking cookies through loading of Plastic Bank’s site in IFrames, hidden links and automatic pop ups that open Plastic Bank’s site;
4. targets text on websites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; or
5. removes, replaces or blocks the visibility of banners with any other banners, other than those that are on websites 100% owned by the owner of the application.

4. Compliance with Federal Trade Commission (FTC) guidelines on testimonials and endorsements or any other similar applicable laws is required. For example, all endorsements, reviews, testimonials on Plastic Bank’s products and services, as well as relationships between other types of content websites (forums, blogs and other Social Media channels) and Plastic Bank must be clearly disclosed in a separate policy on your site(s). We reserve the right to terminate your participation in the Program for your non-compliance under this section.

9. Brand promotion terms
   1. During the Term of this Agreement, you shall have the right to indicate that you are a “Plastic Bank Affiliate Marketer” or “Affiliate Marketer” or “Sales Agent” of Plastic Bank Products and to advertise such Plastic Bank Products under the trademarks, marks, and trade names that Plastic Bank may adopt from time to time (“Plastic Bank’s Trademarks“). 
   2. The Parties agree that Plastic Bank is owner of Plastic Bank’s Trademarks and nothing herein shall grant you any right, title, or interest in Plastic Bank’s Trademarks. At no time during or after the Term of this Agreement shall you challenge or assist others to challenge Plastic Bank’s Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of Plastic Bank. 
   3. All representations of Plastic Bank’s Trademarks must align with our brand guidelines available at https://brandfolder.com/s/8x83xg7pkcxfhtvhphrm8px. The  design, color, and other details of Plastic Bank’s Trademarks used by the Affiliate under this Agreement  shall be exact copies of those used by Plastic Bank. Plastic Bank may withdraw any approval of any use of Plastic Bank’s Trademarks at any time at its sole discretion.
   4. You shall not publish any description of the Plastic Bank Products beyond the description published by Plastic Bank. 
10. Confidentiality agreement 
    1. During the term of this Agreement and for five (5)  years following the termination of the appointment hereunder, the Sales Agent shall not disclose to any third party or make any use, for its own benefit or for the benefit of a business or entity other than the Company, of any secret or confidential information, knowledge or data of or pertaining to the Company, its business and financial affairs, or its products and services which was acquired by it during the term of this Agreement, which was not in the public domain. The Sales Agent  shall use due care and diligence to prevent the unauthorized use or disclosure of such information. 
    2. The Sales Agent  agrees that the unauthorized disclosure or use of confidential information may cause irreparable harm and/ or significant injury to Plastic Bank, which may be difficult to ascertain. Therefore, Plastic Bank shall have the right to apply to any court of competent jurisdiction for injunctive relief,  and for any other relief Plastic Bank deems appropriate. This right shall be in addition to any other remedy available to Plastic Bank in law or equity.
11. Termination or suspension 
    1. This Agreement commences on the date Plastic Bank accepts and approves your participation in the Sales Advisor Program and shall be in effect until, the Agreement is terminated by one of the Parties upon providing forty-five (45) days written notice to the other Party. 
    2. If either Party defaults in the performance of any material obligation in this Agreement, then the non-defaulting Party may give written notice to the defaulting Party and if the default is not cured within thirty (30) days following such notice, the Agreement will be terminated.
    3. This Agreement shall terminate, without notice, (i) upon the institution by or against you of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of your debts, (ii) upon you making an assignment of this Agreement, or (iii) upon initiation of dissolution proceedings by you.
    4. All of Plastic Bank’s Trademarks, trade names, patents, copyrights, designs, drawings, ideas, formulas or other data, photographs, literature, and sales aids of every kind shall remain the property of Plastic Bank. Within five (5) days after the termination of this Agreement, you shall remove all such items from your web properties and return any physical items to Plastic Bank at your own expense. 
    5. You shall not make or retain any copies of any confidential items or information that may have been entrusted to you by Plastic Bank hereunder. Effective upon the termination of this Agreement, you shall cease to use all trademarks, marks and trade names of Plastic Bank.
12.  Legal stipulations
    1. You commit to manage all customer data or personal information gathered through your marketing activities in accordance with the applicable privacy laws and regulations. 
    2. You shall defend, indemnify, and hold Plastic Bank harmless from and against any claims, damages, expenses (including reasonable attorney’s fees), losses, lawsuits, demands, or liabilities arising out of or related to  any omission, misrepresentation, negligence, or breach of this Agreement by you or  violation of any applicable law or any information provided by you to Plastic Bank that is false or misleading.
    3. Plastic Bank operates under a strict code of conduct (“Plastic Bank Code of Conduct”)  Plastic Bank expects its Partners To conduct business fairly and with high integrity, including being compliant with all laws and adhere to Plastic Bank’s Code of Conduct found here.
    4. Plastic Bank’s Code of Conduct prohibits partners from bribing any public official or private person and from accepting any bribes. The Parties agree to comply with all applicable laws and regulations and industry standards related to anti-corruption. 
    5. Neither Party hereto shall be liable for any consequential, incidental, indirect, punitive or other special damages relating to the performance or non-performance of this Agreement.  IN ANY EVENT, PLASTIC BANK’S AGGREGATE AND TOTAL LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR DUE FROM PLASTIC BANK TO THE SALES AGENT IN THE YEAR IN WHICH SUCH CLAIM AROSE.
    6. Plastic Bank reserves the right to terminate this Agreement if you are found to be in violation of this Agreement or if you engage in a conduct that could harm Plastic Bank’s reputation or business interests. 
13. General 
    1. Force Majeure. A Party shall not be deemed to have defaulted or failed to perform hereunder if that Party’s inability to perform or default shall have been caused by an event or events beyond the control and without the fault of that Party, including (without limitation) acts of government, embargoes, fire, flood, explosion, acts of God or a public enemy, strikes, labor disputes, vandalism, civil riots or commotions, or the inability to procure necessary raw materials, supplies, or equipment.
    2. Non-Assignability. You shall not assign or delegate its rights and/or obligations under this Agreement without the prior written consent of Plastic Bank.
    3. Entire Agreement/Modifications. This Agreement together with the Plastic Bank Business Reference Guide, Brand Guidelines and Plastic Bank Code of Conduct referenced herein or provided by Plastic Bank to you shall constitute the entire Agreement between the Parties. This Agreement supersedes all prior and contemporaneous negotiations and agreements, whether written or verbal between the Parties, and cannot be changed, modified or amended except by written instrument duly executed by both Parties.  In the event of any conflict between this Agreement and the Business Reference Guide, Brand Guidelines and Code of Conduct, the terms of this Agreement shall prevail. 
    4. Severability. If a provision of this  Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement shall not be impaired.  
    5. Waiver. The failure of either Party to insist on strict performance of this Agreement by the other according to the terms and understandings herein set forth shall not be construed as a waiver of the right to insist on such performance and no waiver by either Party to any breach by the other to any provision hereof shall be deemed a waiver of any other prior or subsequent breach.  
    6. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the Parties expressly attorn to the jurisdiction of the courts of British Columbia for enforcement thereof. 
    7. Survival. All obligations of a Party which expressly, or by their nature, survive termination, expiration, or non-renewal of this Agreement shall continue in full force and effect subsequent to and notwithstanding such termination or expiration and until they are satisfied or by their nature expire.  For the avoidance of doubt, the following sections shall survive termination or expiration of this Agreement: Section 10 (Confidentiality),12 (Legal Stipulations).
    8. Notices:   All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”) may be sent by e-mail to the following email addresses of each Party. All Notices shall be deemed effective and received when such e-mail is received and confirmed.

Affiliate’s email address: As registered in the Affiliate Tool

Plastic Bank’s email address: [email protected]