This agreement outlines the terms under which you may operate eCommerce stores, resell products, and participate in revenue sharing across Canadian jurisdictions. It supersedes all prior understandings or arrangements.
Authorization to Supply and Sell:
- Clickstream authorizes you to display, market, and sell products under your own business license or those supplied by Clickstream.
- You retain full control and ownership of your store(s).
- Clickstream may approve or reject product listings for compliance and supply-chain integrity.
Relationship and Independence:
- The relationship between the parties is that of independent contractors.
- Nothing in this agreement creates an employment, agency, partnership, or franchise relationship.
- Each party is solely responsible for its own staff, taxes, and business operations.
Revenue Sharing and Service Fees:
- You shall retain up to twenty-five percent (25%) of net sales revenue from Clickstream-supplied products.
- Clickstream shall retain seventy-five percent (75%) of net sales revenue as management and service fees, including up to five percent (5%) for proprietary systems and methodologies.
- All amounts are treated as service fees, not royalties or franchise payments.
Product Liability, Insurance, and Indemnity:
- Each party is responsible for its respective operations.
- You shall maintain Commercial General Liability (CGL) and Product Liability insurance of not less than CAD $1,000,000 per occurrence, naming Clickstream as additional insured.
- You indemnify Clickstream against all claims, damages, or losses arising from store operations, customer complaints, or non-compliance with law.
Compliance and Privacy:
- Both parties shall comply with all applicable federal and provincial laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA), and provincial consumer-protection and eCommerce regulations.
- Data shared between parties shall be limited to business purposes and safeguarded accordingly.
Non-Compete and Confidentiality:
- For a period of twelve (12) months following termination, you shall not use Clickstream’s proprietary data, supplier network, or operational systems to establish or assist in a competing business.
- In provinces where non-compete restrictions are limited, this converts to a confidentiality and non-solicitation clause.
Term and Termination:
- This agreement remains in effect for one (1) year from the effective date and automatically renews unless terminated by either party with thirty (30) days’ written notice.
- Either party may terminate immediately in the event of breach or misuse of confidential materials.
Governing Law and Arbitration (Canada):
- This agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
- All disputes shall be resolved by confidential binding arbitration administered by the ADR Institute of Canada, seated in Vancouver, British Columbia.
- The arbitration award shall be final and enforceable under the British Columbia Arbitration Act and the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
Electronic Signatures:
- This agreement may be executed electronically via DocuSign, Adobe Sign, or equivalent platform.
- Electronic signatures are legally binding and equivalent to handwritten signatures in all Canadian jurisdictions.
Bilingual Readiness and Translation Notice:
- This agreement is drafted in English with bilingual readiness for future translation.
- Upon request, Clickstream shall provide a French version suitable for execution in the Province of Quebec, which shall have equal legal effect.
