Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company’s good name. So please bear with us as we take you through this legal formality.

Artic Flex (AF) Affiliate Agreement

1. DEFINITIONS

1.1. Acquisition.

Shall mean a monetary transaction made by a lead who creates an account on a AF or related company operated website and conducts transactions on our platform.

1.2. Affiliate

Shall mean an entity that has agreed to the terms of the AF or related company Affiliate Program herein to work with AF to promote AF products by referring clients to AF or related company operated websites.

1.3. Creative.

Shall mean any marketing and/or promotional materials relating to AF and/or AF brands that are promoted by AF and related companies as AF deems necessary or appropriate.

1.4. Confidential Information.

Shall include, but shall not be limited to, any and all information associated with AF or related company business and not publicly known, including, the contents of this Agreement, technical processes, compensation schedules and formulas, source codes, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary.

1.5. The Service

Refers to the AF and related company software platform available via the and ArticFlex.com website and any associated websites.

1.6. Customer

Shall mean any unique user that has registered for a AF or related company account and purchased product, introduced by an affiliate that has an affiliate login with AF or related company. A lead introduced directly by an affiliate is not considered a customer until they make a purchase on the AF website.

1.7. Lead

Shall mean any person/entity referred to AF by affiliate. Affiliate must have a relationship with lead outside of referral program (personal and/or professional). Proof of referral can be made by lead at checkout or by affiliate to AF in writing via website, affiliate platform, email or telephonically.

1.8. Malware and Spyware.

Relates to the use of pop-up banners that hide banners that are displayed on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to another website, and other similar practices. 

1.9. Names and Trademarks.

Refers to any names and/or trademarks or any other protected or unprotected marks associated with AF and related company websites, Artic Flex company name and the AF and related company products. 

1.10. Opt-in List.

Shall mean the list of emails where the individuals on the list have expressly elected to receive e-mails from AF or related company.

1.11. Prospective Partners.

Refers to any other marketing organizations and/or website owners and/or operators that may be potential partners of AF and related company.

1.12. Related Company[ies].

Shall mean any entity that, directly or indirectly, controls, is controlled by, or is under common control with, AF; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

1.13. Territory.

Shall mean any area, location, territory or jurisdiction as defined by AF from time to time and subject to the terms of use of the AF Service.

1.14. Websites.

Refers to any AF and related company account associated with websites that are managed by a AF partner that currently have or will have a marketing arrangement with AF.

1.15. Term

“Lifetime” refers to the period of time the account is in existence, and/or the period of time the affiliate has a valid and active affiliate account.

2. RESPONSIBILITIES OF AFFILIATE.

2.1. Activities.

The affiliate will use its best efforts to (a) promote and market AF products, and (b) identify for AF prospective leads. In no event shall affiliate engage in any marketing or promotional activity related to AF products in any area, location, territory or jurisdiction outside of the Territory as defined by AF from time to time. Affiliate shall bear all costs and expenses for such activities unless otherwise determined by AF, in its sole discretion.

2.2. Creatives.

All Creatives will be solely provided by AF alone except where agreed to by AF in writing in advance. AF will provide affiliate with copies of or access to Creatives upon request. The Creatives are provided “AS IS” AND WITHOUT WARRANTY of any kind. 

2.3. Use of Creative.

Affiliate may display Creative on their websites and accounts solely for the purpose of marketing and promoting AF products promoted by AF and by AF Related Entities during the term of this Agreement, or until such earlier time as AF may, upon reasonable prior notice, instruct affiliate to cease displaying the Creative. Affiliate may not alter, amend, adapt or translate the Creative without AF ‘s prior written consent. Nothing contained in any Creative shall in any way be deemed a representation or warranty of AF or any of AF Related Entity. The Creative shall at all times be the sole and exclusive property of AF and no rights of ownership shall at any time vest with the affiliate even in such instances where the partner has been authorized by AF to make changes or modifications to the Creative.

2.4. E-Mail Internet Marketing.

In no event shall an affiliate engage in any e-mail marketing or promotion with respect to AF and/or any AF Related Entity except as expressly set forth in this Agreement. In the event that affiliate has an Opt-in List, affiliate may make a written request to AF to send e-mails regarding the offering of AF and AF Related Entities to the individuals on the Opt-in List. In the event AF approves such request, affiliate shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to e-mail marketing and “spamming”. Without limiting the generality of the foregoing, affiliate shall (a) not send any e-mail regarding AF and/or AF Related Entities to any individual or entity that has not requested such information and (b) always include “unsubscribe” information at the top and bottom of any e-mail regarding AF, AF Related Entities and/or the AF platform.

2.5. Unauthorized & Prohibited Marketing Activities.

In addition to the restrictions of Section 2.4 above, an affiliate shall not (a) engage in any fax, broadcast or telemarketing and any other offline marketing methods with respect to AF, AF Related Entities and/or AF products; (b) use Malware and/or Spyware techniques or use any other aggressive advertising or marketing methods in any of its dealings relating to AF, AF Related Entities and/or AF products; (c) make any false, misleading or disparaging representations or statements with respect to AF, AF Related Entities and/or AF products; (d) misrepresent the Affiliate’s affiliation with AF; or (e) engage in any other practices which may affect adversely the credibility or reputation of AF, AF Related Entities and/or AF products, including but not limited to, using any Website in any manner, or having any content on any Website, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party. 

2.6. Prohibited Marketing Activities by an affiliate.

An affiliate shall not purchase search engine or other pay-per-click keywords (such as Google AdWords), or domain names that use AF, AF Related Entities and/or AF product trademarks and/or variations and misspellings thereof without the prior written approval of AF.

2.7. Compliance with Laws.

In addition to, and without limiting the provisions of this Agreement, affiliate shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

2.8. Affiliate Duty to Inform.

Affiliate shall promptly inform AF of any information known to affiliate related to any Leads or prospective partners that could reasonably lead to a claim, demand or liability of or against AF and/or the AF Related Entities by any third party. 

3. Compensation & PAYMENTS.

Affiliate shall be entitled to receive the compensation as set forth below under “Affiliate Compensation Schedule”. The compensation shall be due on a periodic basis in accordance with the date of sign up to the affiliate. All payments are subject to risk analysis considerations and Anti-Money Laundering procedures. AF reserves the right to demand and receive information about any lead and to assess the competency of such lead for payments. AF reserves the right to modify the affiliate compensation structure and/or the payment terms at any time upon reasonable advance notice to affiliate. AF shall not be responsible to pay any commissions for a lead created or owned in whole or in part by an affiliate. Affiliates are only compensated on a Pay-Per-Sale basis (PPS).

4. TERMINATION.

4.1. Termination.

AF may terminate this Agreement at any time, with or without cause, effective immediately upon notice to affiliate. 

Fraudulent or other unacceptable behavior as defined by AF can result in termination of affiliate relationship or termination of affiliate account entirely without notice to, or recourse for, the affiliate. 

Affiliate, can terminate this Agreement at any time, with or without cause, effective immediately upon notice to AF.

4.2. Consequences of Termination.

Upon expiration or termination of this Agreement: (a) each Party shall return to the other Party all property of the other Party in its possession or control (including all Creative and all Confidential Information); (b) Affiliate shall immediately cease displaying any Creative on any Website or otherwise; and (c) all rights granted to affiliate hereunder will immediately cease; (d) Affiliates compensation ceases with termination.

5. PROPRIETARY RIGHTS.

5.1. Proprietary Rights of AF.

As between affiliate and AF, the Creative, all demographic and other information relating to Leads, Prospective partners and partners, the Platforms and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of AF or otherwise related to AF, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “AF Property”) shall be and remain the sole and exclusive property of AF. To the extent, if any, that ownership of any AF Property does not automatically vest in AF by virtue of this Agreement, or otherwise, affiliate hereby transfers and assigns to AF, upon the creation thereof, all rights, title and interest affiliate may have in and to such AF Property, including the right to sue and recover for past, present and future violations thereof.

5.2. AF Trademarks.

During the term of this Agreement, AF hereby grants to affiliate a limited, revocable, non-exclusive and non-transferable license to display the AF trademarks, solely as necessary to perform affiliate’s obligations under this Agreement. Affiliate acknowledges and agrees that: (a) it will use the AF trademark only as permitted hereunder; (b) it will use the AF trademark in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by AF; (c) the AF trademark are and shall remain the sole property of AF; (d) nothing in this Agreement shall confer in affiliate any right of ownership in the AF trademark and all use thereof by affiliate shall inure to the benefit of AF; and (e) affiliate shall not, now or in the future, contest the validity of any AF trademarks or use any term or mark confusingly similar to any AF Trademark.

6. CONFIDENTIALITY.

Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations hereunder. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement. Confidential Information shall not include any information which is: (i) in the public domain, or is already known by or in the possession of the non-disclosing Party, at the time of disclosure of such information; (ii) is independently developed by the non- disclosing Party without breaching any provisions of this Agreement; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of this Agreement.

7. DISCLAIMER OF WARRANTY.

AF MAKES NO WARRANTIES HEREUNDER, AND AF EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, AF FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE PLATFORMS DO NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION, INCLUDING, BUT NOT LIMITED TO, THE TERRITORY. AFFILIATE UNDERSTANDS AND AGREES THAT THE PLATFORMS MAY NOT SATISFY ALL OF THE LEADS’ REQUIREMENTS AND MAY NOT BE UNINTERRUPTED OR ERROR-FREE.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION.

8.1. Limitation of Liability.

AF SHALL HAVE NO LIABILITY WITH RESPECT TO THE PLATFORMS OR ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF AF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, AF’S LIABILITY TO AFFILIATE UNDER THIS AGREEMENT FOR ANY REASON WILL BE LIMITED TO THE AMOUNTS PAID TO AFFILIATE BY AF DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

8.2. Indemnification.

8.2.1. Affiliate Indemnification.

Affiliate agrees to indemnify, defend and hold harmless AF and any AF Related Entities and the directors, officers, employees, subcontractors and agents thereof (collectively, the “Indemnified Party”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) Affiliate‘s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Affiliate’s gross negligence or willful misconduct; or ( c) any warranty, condition, representation, indemnity or guarantee relating to AF and AF Related Entities granted by affiliate to any Lead, Prospective partner or other third party. 

8.2.2. Notice of Indemnification.

In claiming any indemnification hereunder, the Indemnified Party shall promptly provide affiliate with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that affiliate shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party’s written consent, which shall not be unreasonably withheld.

9. NON-EXCLUSIVE REMEDIES.

In the event (a) affiliate markets or promotes AF and/or any AF Related Entity that promotes the AF platform to any person or entity outside of the Territory or (b) of any breach or threatened breach of any provision of Sections 2, 5 and/or 6 above, in addition to all other rights and remedies available to AF under this Agreement and under applicable law, AF shall have the right to (i) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (ii) immediately terminate this Agreement and affiliate’s engagement hereunder, (iii) receive a prompt refund of all amounts paid to affiliate hereunder and (iv) be indemnified for any losses, damages or liability incurred by AF in connection with such violation, in accordance with the provisions of Section 8 above.

10. GENERAL PROVISIONS.

10.1. Force Majeure.

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

10.2. Independent Contractors.

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or Related Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

10.3. Notice.

Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally or by e-mail to the Party to which the same is directed; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties as set forth on the Registration Page. 

10.4. No Waiver.

The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

10.5. Entire Agreement.

This Agreement, including all Exhibits hereto, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof as set forth herein. Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

10.6. Assignment.

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, assigns and legal representatives. Affiliates shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without AF’s prior written consent, to be given or withheld in AF’s sole discretion.

10.7. Applicable Laws.

This Agreement shall be governed, construed and enforced in accordance with the laws of the State of New York, United States of America. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of law in the State of New York, United States of America, and by execution of this Agreement each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum. 

By marking the “I have read and agree to the terms and conditions” checkbox, affiliate hereby fully agrees with all terms and provisions.

11. Affiliate Compensation Schedule

11.1. Artic Flex Revenue Share Plan

All compensation payable to an affiliate will be calculated based on a net sales basis (shipping and taxes not included) and this schedule (as defined below).

The “Artic Flex Revenue Share Plan” is a revenue sharing plan applicable where an affiliate introduces AF to a lead or customer for Artic Flex. The lead must identify themselves at checkout as being referred by the affiliate. Affiliates are only compensated on a Pay-Per-Sale basis (PPS). Under the referenced plan, such affiliate is entitled to the compensation terms below:

Artic Flex Affiliate Referrals                                   Revenue Share Percentage

1- 499                                                                                   15%

499- 1499                                                                          20%

1500+                                                                                   25%

AFFILIATE PAYOUTS ARE BASED ON ACCUMULATION PERIODS 

11.2. Account Accumulation Period

For affiliates, the calendar month is used for the accumulation of compensation. Accumulation periods start on the 1st , ending on the last day of the calendar month. If a customer’s order is processed and paid for a given period (e.g. May), his order counts for that period only (e.g. May). If that customer order is cancelled or refunded, that customer order will be rejected or reversed and not count as an order for the accumulation period (e.g. May) or any other period.

11.3. Locking period

Our locking period is tied to our customer return policy. Each order must pass a 40-day locking period from the date of purchase.

11.4. Scheduled Payment Dates

Scheduled payment dates are the 1st and 15th of each month. Affiliates will be paid for orders that satisfy their locking period on the proceeding scheduled payment date.

11.5 Payment Under the Plan

For affiliates, payments due under the Revenue Share Plan will be distributed to the affiliate in the scheduled payment dates, in the form of electronic payment, possibly stripe ACH/debit transfer or PayPal. If the account balance of an affiliate is less than USD$100 at the end of the calendar month, such funds will remain in the account until the end of the first calendar month in which the account has USD$100 or more. Payable during the following scheduled payment date. 

Any affiliate wishing to receive payments below the USD$100 threshold may contact Admin@Articflex.com After admin’s acceptance of affiliates request(by way of admin response) The affiliate’s compensation will be sent by the following scheduled payment date following the satisfaction of any applicable lock period. Notwithstanding the definition of Revenue Plan in 11.1, AF shall not be responsible to pay any commissions for a lead or customer created or owned in whole or in part by an affiliate. 

AF reserves the right to cancel or modify the AF Affiliate Agreement in its entirety, including Fees & Payments and the Affiliate Compensation Terms, upon 60 days’ notice to an affiliate.

11.6 Chargebacks, Refunds, Returns

AF reserves the right to chargeback or deduct compensation paid to affiliate for customer chargebacks, refunds or returns. If affiliate has already received compensation in a prior a month, the deduction of compensation will take place in the proceeding Payment Period. Upon written request AF will provide affiliate with proof of chargeback, refund or return.

11.7 Other Products or Services

Each product or service carries a unique referral fee. Affiliates earn tiered commissions on each net sale. Commissions vary by product or service. Each new product or service introduced to an affiliate will come with a supplement including a revenue share plan. AF reserves the rights to change revenue share plans at anytime with written notice to affiliates.

13. ADDITIONAL CONSIDERATIONS.

As a courtesy please be advised that the Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As members of the Affiliate Program with AF you receive compensation for the affiliate referrals you make to the company. This may establish a “material connection” according to FTC rules, which creates an obligation to provide disclosure to your consumers.

Full compliance with these guidelines requires that information be provided to your consumers clearly and conspicuously, outlining that you are being compensated for referring clients to AF. For further information you may refer to the statement released by the FTC regarding these guidelines.

If you do not agree to or understand any of the language in this Agreement, then we ask that you please refrain from signing up, or participating in any of our program. That said, the responsibility rests on you to completely understand any and all terms before becoming an affiliate partner for any of our products.

Last updated: Feb 7th, 2020

If you have any questions, please don’t hesitate to let us know. We are strong believers in straight-forward and honest communication. For quickest results please email us at admin@articflex.com You can also reach us via phone, toll-free: 1-888-459-3539. 

Best regards, 

Artic Flex Affiliate Admin Team