1. DEFINITIONS:

"Account" means any charge account held with Andrew Sheret Limited and/or its subsidiary and affiliated companies;

"Affiliates", and individually, "Affiliate" or "you", means the approved registered members of the Program who have signed an Agreement;

"Affiliate Program Terms and Conditions" means the Program terms and conditions contained herein, as amended from time to time;

"Agreement" means the agreement between ASL and Affiliate with regard to the Program;

"Applicant" or "Applicants" means those who have applied for the Program but have not yet been approved as an Affiliate;

"ASL" means Andrew Sheret Limited, as well as its subsidiary and affiliated companies, including but not limited to Splashes Bath and Kitchen, and their successors and assigns;

"ASL’s Intellectual Property" means any trademarks, tradenames, service marks, logos, taglines, slogans, design marks, other indica of source or ownership by ASL, copyrights, patents and other intellectual property owned, controlled or licensed by ASL, whether registered or not;

"ASL’s Licensed Materials" means ASL’s Intellectual Property or other materials provided by ASL for use by the Affiliate in connection with the Program;

"ASL’s Websites" means both the splashes.com and sheret.com websites;

"Charge Account" means any credit account held with Andrew Sheret Limited and/or its subsidiary and affiliated companies;

"Confidential Information" means all non-public information disclosed by ASL and/or its affiliates, regardless of form, including without limitation: (i) personal information; (ii) ASL’s Licensed Materials; (iii) ASL’s trade secrets, marketing plans, strategy or launches; (iv) the Agreement and any agreement related to the Program; and (v) any information about ASL’s customers obtained from or derived from the Program, including any sales metrics related thereto. Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available through no fault of Affiliate; (ii) is, and can be proven through trustworthy written records, to have been known to Affiliate prior to ASL’s disclosure of such information to Affiliate, or is received by Affiliate from a third party who obtained such information without restrictions and without any obligation of confidentiality to ASL; (iii) is independently developed by Affiliate; or (iv) is approved for release or use by written authorization from ASL. Failure to mark any Confidential Information as confidential shall not affect its status as Confidential Information under the Agreement;

"Credit Application Form" means that form which must be completed in order to open an Account;

"Credit Terms" means those terms included on the Credit Application Form, as amended from time to time;

"Effective Date" means the date so denoted on the Agreement;

"Flex Points Program" means the program under which points may be earned through purchases at ASL as set out in the Flex Points terms and conditions, as amended from time to time;

"Flex Points Reward Claim Form" means that form which must be completed in order to redeem Points;

"Points" means the points earned under the Program and the Flex Points Program;

"Portal" means the customer portal offered on the sheret.com website;

"Program" means the Splashes Bath and Kitchen Affiliate Program as set out in the Agreement and terms and conditions herein, as amended from time to time;

“Referral” or “Referrals” means those customers who were referred to Splashes Bath and Kitchen and/or Andrew Sheret Limited by an Affiliate;

“Reward” or “Rewards” means any and all awards, products, merchandise, travel or other rewards earned by Affiliates through Points redemption in connection with the Program and the Flex Points program;

“Splashes” means Splashes Bath and Kitchen, a division of Andrew Sheret Limited; and “Terms of Sale” means Andrew Sheret Limited’s terms of sale as included on all Andrew Sheret Limited and Splashes invoices and quotes, as amended from time to time.

2. ELIGIBILITY:

Membership in the Program is available to legal residents of Canada who have reached the age of majority in their province of residence.

To be approved for membership in the Program, Applicants must meet a minimum of two (2) of the following four (4) criteria: The Applicant must:

• (a) have an active Account;
• (b) provide a GST number that verifies the legitimacy of their business;
• (c) attend and pass a screening call conducted by ASL; and/or (
• (d) provide two (2) business references.

If an Account is not already held by an Affiliate, Affiliates must register for an Account by completing a Credit Application Form in order to participate in the Program.

Once enrolled in the Program, Affiliates are entitled to the Rewards and benefits of the Program as set out herein or in promotional materials.

ASL reserves the right to disqualify any Applicant or Affiliate from participation in the Program. If you are not accepted to participate in the Program, you may reapply to the Program at any time. Applicants will have no legal recourse against ASL if an Applicant is rejected from joining the Program.

3. EARNING POINTS:

To be eligible to earn Points, Affiliates must:

• (a) be registered in the Program; and
• (b) register Referrals on their Account.

Points earned from sales to Referrals that are not captured upon that sale may be retroactively applied to the Affiliate’s Account at the sole discretion of ASL.

Points can be earned in one or more of the following ways:

• (a) Referrals: For every one dollar and twenty cents ($1.20), including taxes and freight, spent by Referrals on eligible purchases at ASL, Affiliates will earn one (1) Point; and
• (b) Flex Points Program: Affiliates can earn Points through all other methods of earning Points through the Flex Points Program, as set out in the Flex Points terms and conditions as amended from time to time.

Points are awarded on a monthly basis and are only applicable to active Accounts paid within ASL’s Credit Terms. Accounts that are thirty (30) days past due will only receive fifty percent (50%) of the total Points earned during the month. Points will not be awarded on Accounts more than sixty (60) days past due. Any Account that becomes ninety (90) days past due will have all its Points dissolved from the Account, which Points will not be reinstated under any circumstances. ASL reserves the right to withhold Points on Accounts in arrears.

Points have no cash value and are non-transferable. Points will not be issued retroactively except at the sole discretion of ASL.

4. REDEEMING POINT:

Points may be redeemed for merchandise, travel and other rewards* 1. Points values for ASL products purchased may change at any time without notice.

Points Redemption – ASL Products: Points may be redeemed toward ASL products. To redeem Points for ASL products, let any Andrew Sheret Limited or Splashes branch know that you would like to use your Points to cover all or part of the cost of your purchase at the time of purchase.

Points Redemption – Non-ASL Products: To redeem Points for non-ASL products, purchase the desired product and return the receipt to any Andrew Sheret Limited or Splashes branch within sixty (60) days of purchase. All eligible Points redemptions must be accompanied by a completed Flex Points Reward Claim Form. Flex Points Reward Claim Forms are available at all Andrew Sheret Limited or Splashes branches. Points may also be redeemed through the Portal. ASL will reimburse you for the cost of the chosen product. 1 Disbursement of a claimed amount will take four (4) to six (6) weeks from submission.

Points redemptions made through an Affiliate’s Portal account will be considered to have been authorized by that Affiliate. ASL is not liable for any unauthorized activity on an Affiliate’s Portal account. It is the sole responsibility of Affiliates to keep their Portal login credentials secure.

All Points redemptions are subject to ASL’s approval at its sole discretion.

Accounts will not be permitted to go into a negative Points value when Points are redeemed. Should an Account not have the required Points for the chosen Reward, Affiliates will be required to pay the difference.

Affiliates are responsible for any applicable taxes, including income taxes, now or in the future. Redemption of Points must be declared as a taxable benefit by each Affiliate.

5. GENERAL:

(a) Program Changes and Termination: These Affiliate Program Terms and Conditions supersede all prior agreements and terms with respect to the Program. Except as otherwise expressly prohibited or limited by applicable laws, ASL reserves the right to, at any time, amend, modify or supplement the Affiliate Program Terms and Conditions or the structure for earning or redeeming Points, including, but not limited to, suspending or cancelling any parts of the Program, with or without notice, even though such changes may affect the value of Points, or the ability to obtain certain Rewards. ASL reserves the right to interpret the Affiliate Program Terms and Conditions in its sole discretion and will be the final authority on Points credits and Rewards qualifications. At ASL’s sole discretion, ASL may choose to substitute a similar loyalty program for the Flex Points Program at any time immediately upon notice to active Affiliates. At ASL’s sole discretion, ASL may choose to substitute a similar affiliate program for the Program at any time immediately upon notice to active Affiliates. If the Program is terminated, all unredeemed Points will be forfeited without any obligation or liability.

(b) Term: The Agreement shall commence on the Effective Date and continue until terminated by either Affiliate or ASL.

(c) Cancelling by Affiliate: Affiliates may terminate the Agreement and opt out of the Program at any time. If an Affiliate terminates the Agreement and opts out of the Program, they will no longer be eligible to earn Points under the Program. All unredeemed Points and Rewards will be forfeited immediately and may not be reinstated or transferred.

(d) Cancelling or Suspending by ASL: ASL reserves the right to cancel or suspend an Affiliate’s participation in the Program or any Points earned and not yet redeemed, at any time with immediate effect and without written notice, in the event of fraud, abuse of Program privileges, violation of the Affiliate Program Terms and Conditions, or at ASL’s sole discretion.

(e) Points Deletion: Deletion of Points for any reason is final and cannot be reversed.

(f) Points Redemption: All Points accumulated remain the property of ASL until Points are redeemed and a Reward is awarded. Rewards are issued in accordance with the Affiliate Program Terms and Conditions. Your Account must be in good standing to redeem Points.

(g) No Sale or Transfer: Except as expressly permitted in the Affiliate Program Terms and Conditions, Points, Rewards and other Affiliate benefits may not be sold, bartered or transferred (other than by ASL or its agents). Any attempted transfer, sale or barter will be void and will be confiscated. ASL may refuse to honour or recognize any Points, Rewards or Affiliate benefits which ASL believes may have been transferred, sold or bartered.

(h) Viewing Available Points: You may check available Points at any time by contacting your local ASL branch or by checking the Portal. A summary of available Points will be included on Affiliates’ monthly Account statements.

(i) Intellectual Property Rights and Interests; Limited Licence:

(i) Limited License: You acknowledge and agree that ASL’s Intellectual Property is owned, controlled or licensed solely and exclusively by ASL or its affiliated entities. Provided that you are not in breach of these Affiliate Program Terms and Conditions, ASL grants you for the duration of your time as an Affiliate a limited, non-exclusive, non-transferrable, non-assignable, revocable right and licence to use ASL’s Licensed Materials, solely in connection with the Program, only as provided to you by ASL and solely for the purpose of identifying yourself as an Affiliate. You are prohibited from modifying ASL’s Licensed Materials and ASL may revoke your membership in the Program at any time in ASL’s sole and absolute discretion.

(ii) Licensed Material Usage: You may not use any of ASL’s Licensed Materials without prior written approval, which ASL may withhold in its sole and absolute discretion. You may use ASL’s Licensed Materials only for the purposes expressly authorized by ASL and in accordance with the limitations listed below by way of illustration, not limitation:

1. You may not alter, modify or change ASL’s Licensed Materials in any way, including but not limited to changes to the proportion, colour or font of any trademark;
2. You may not display ASL’s Licensed Materials in any manner that implies ASL’s sponsorship or endorsement of your products or services outside of your involvement in the Program;
3. You may not use ASL’s Licensed Materials to disparage ASL, including but not limited to its products, brands or affiliated companies, or in a manner that, in ASL’s sole judgment, may diminish or otherwise damage the goodwill in ASL’s name and ASL’s Licensed Materials;
4. You may not use ASL’s Licensed Materials as a feature or design element of any other logo; and
5. You may not copy any images from ASL’s Websites except for those specifically provided to you under this Program.

ASL reserves the right at its sole discretion to modify these guidelines at any time without advance notice, and ASL reserves the right to take action against any use that does not conform with these guidelines. The determination as to whether your use of ASL’s Licensed Materials is or continues to be in ASL’s best interest is left to ASL’s sole and absolute discretion. ASL may revoke your licence to use ASL’s Licensed Materials at any time, without advance notice to you, at which time, you agree to immediately cease the use of ASL’s Licensed Materials.

(iii) Usage Rights: By becoming an Affiliate, you grant ASL an irrevocable, non-exclusive, royalty-free, unrestricted, unconditional, unlimited, perpetual right and licence to feature and repurpose your name, image, likeness, voice, performance, social media handle(s), business name(s) and title(s), along with any use of any statements, testimonials or reviews you make related to the Program, any of your logos, trademarks, trade names, service marks, taglines, slogans and other source identifiers, and any content created, generated or supplied by you as part of the Program or used in connection with the Program on any ASL Websites and within third party digital and broadcast platforms and print platforms, including but not limited to ad networks, email marketing, paid search listings, radio, newspapers, magazines and brochures, Facebook, Instagram, YouTube, website and blogs to advertise, market promote and publicize in any manner the Program, your participation in the Program and/or promote ASL. Such usage rights exclude any paid usage, including but not limited to social boosting and whitelisting. Upon ASL’s request, Affiliates shall provide raw files of such materials for ASL’s use pursuant to this section. Affiliates are responsible for ensuring that such materials do not violate, infringe or misappropriate third party copyrights, right of publicity, trademark rights or other rights of use.

(j) Warranties, Limitation of Liability:

(i) ASL makes no warranties or representations of any kind, express or implied, with respect to Affiliate’s relationship with ASL. ASL expressly disclaims any implied warranty of merchantability or fitness of this Program for a particular purpose. ASL makes no representation that the operation of ASL’s Websites will be uninterrupted or error-free, and ASL will not be liable for the consequences of any interruptions or errors.

(ii) ASL shall not be liable for any damages suffered by Affiliates in connection with the Program, whether direct or indirect, special, incidental, exemplary or consequential, including without limitation any loss of revenue or profits, regardless of cause or fault.

(iii) Affiliate represents and warrants that:

(A) Any material displayed on Affiliate’s website and/or social media account(s) will not:

(I) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or right of publicity or privacy;

(II) violate any applicable law;

(III) be defamatory or libelous;

(IV) be lewd, pornographic or obscene

(V) violate any laws regarding unfair competition, anti-discrimination or false advertising;

(VI) promote violence or contain hate speech;

(VII) promote discrimination based on race, age, sex, religion, nationality, sexual orientation or disability; or

(VIII) contain viruses or other similar harmful or deleterious programming routines;

(B) Affiliate will not use ASL’s Licensed Materials or other intellectual property rights reserved by ASL, including but not limited to any confusingly similar tradenames, trademarks or slogans, other than as authorized herein and solely during the term of the Agreement; and

(C) During the term of the Agreement, neither Affiliate nor Affiliate’s personnel shall refer to or use ASL’s name, any of ASL’s brand names or affiliated company names in a disparaging, derogatory, pejorative or offensive manner, nor shall Affiliate refer to any of ASL’s products, affiliates or customers in a disparaging, derogatory, pejorative or offensive manner. In the event ASL determines, in its sole opinion, that Affiliate is engaging in or has engaged in any activity or conduct inconsistent with or detrimental to the positive image of ASL, ASL shall have the right to immediately terminate the Agreement. The foregoing rights and remedies shall not be exclusive and are in addition to any other rights and remedies ASL may have in law or in equity.

(k) Indemnification:

To the greatest extent permitted by applicable law, Affiliate shall indemnify, defend and hold harmless ASL, its parent and affiliate companies, and each of the foregoing entities’ officers, directors, employees, agents, representatives and successors in interest from and against any and all liabilities, damages, losses, claims, demands (including subpoenas, civil investigative demands or other compulsory processes received by ASL), assessments, actions, causes of action, costs (including interest, penalties, attorneys’ fees and expenses) and any of them, arising out of or resulting from any claim in any way arising from or relating to Affiliate’s participation in the Program.

(l) Confidentiality:

Affiliate agrees to hold Confidential Information in strict confidence, both during the term of the Agreement and at all times thereafter, and shall not use such Confidential Information for any purpose, whether or not for consideration, business or personal, without ASL’s prior written consent. If Affiliate is required to disclose Confidential Information by virtue of a lawful court order, subpoena or similar legal request, Affiliate will promptly notify ASL in writing of such requirement and cooperate should ASL seek an appropriate protective order. This section shall survive the termination of the Agreement.

(m) No Agency:

Nothing in the Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Affiliate and ASL. Affiliate shall not, in any manner or respect, represent, suggest or convey the impression that Affiliate is an employee or agent of ASL, or that ASL has endorsed Affiliate and/or Affiliate’s products or services, or that Affiliate represents ASL in any manner or capacity. Affiliate has no authority to and shall not enter into any agreements or obligations purporting to be binding upon ASL.

(n) Governing Law:

The Agreement and all matters arising out of, directly or indirectly, or related to the Agreement or Program shall be governed by and interpreted in accordance with the laws of the Province of British Columbia, and Affiliate hereby irrevocably attorns to the exclusive jurisdiction of the courts of British Columbia.

(o) Legal Action:

Nothing contained in these Affiliate Program Terms and Conditions will limit ASL in the exercise of any legal or equitable rights or remedies. In the event of a dispute, the decisions of ASL will be final and binding.

(p) Survivability: All covenants, indemnification, representations and warranties by Affiliate, causes of action and any other provision that by its terms are intended to survive termination, shall survive termination of the Agreement.

(q) Enforceability:

In the event any provision of these Affiliate Program Terms and Conditions is determined to be void or unenforceable, such determination shall not affect the remainder of the Affiliate Program Terms and Conditions, which shall continue to be in full force and effect. Failure by ASL to insist upon strict performance of any term or condition herein shall not be construed to be a waiver of any such or any other covenants or agreements, but the same shall be and remain in full force and effect.