HALF BAK’D AFFILIATE PROGRAM AGREEMENT
Effective Date: September 1, 2025
Company: HALF BAK’D, a California company (“HALF BAK’D”, “Company”)
Affiliate: the individual or entity that applies to and is accepted into the Program (“Affiliate”).
This Affiliate Program Agreement (“Agreement”) describes the terms and conditions under which HALF BAK’D permits the Affiliate to earn commissions by referring customers to HALF BAK’D’s website and products.
1. Acceptance / Enrollment
1.1 Enrollment: Affiliates must complete the online application and be approved by HALF BAK’D. Approval is at Company’s sole discretion. HALF BAK’D may request additional information prior to approval.
1.2 Agreement: By participating in the Program, the Affiliate agrees to this Agreement and any published Program rules, policies or updates posted by HALF BAK’D.
2. Definitions
“Commission” — payment earned per qualifying sale as described in Section 6.
“Customer” — an end consumer who purchases from HALF BAK’D’s direct-to-consumer site.
“Cookie Window” — the period in which a referral is trackable for commission purposes (see Section 5).
“Qualified Sale” — a sale that meets the Company’s tracking, verification, and anti-fraud checks and is not excluded by this Agreement.
3. Affiliate Obligations & Acceptable Use
3.1 General: Affiliates will promote HALF BAK’D truthfully and ethically and only with approved marketing materials or as otherwise permitted in writing.
3.2 Age restriction: All Affiliate promotional pages and social content that link to HALF BAK’D must include a 21+ age gate (i.e., a landing page or prominent warning that restricts content to adults 21 years or older). This requirement applies to paid and organic placements.
3.3 Compliance & Claims: Affiliates shall not make medical or disease treatment claims, or statements inconsistent with HALF BAK’D product labelling or local law. All promotional text must avoid implying therapeutic claims; permitted language should be factual (e.g., “may produce relaxation”) and link to lab results/COAs where potency is referenced. HALF BAK’D maintains third-party COAs and lab testing protocols and requires accuracy when Affiliates describe potency or ingredients.
3.4 FTC & Disclosures: Affiliates must follow FTC endorsement rules — clearly disclose material relationships (e.g., “#ad”, “sponsored”), visible at the top of posts or clearly in the content where required.
3.5 Use of assets: Affiliates may only use HALF BAK’D logos, images, and copy provided in the Media Kit. Modification or creation of derivative brand assets requires written permission.
4. Prohibited Activities
The following activities are strict program violations and will lead to disqualification, commission clawbacks, and possible termination:
4.1 Bidding on brand terms (paid search/social) using HALF BAK’D trademarks, branded product names (e.g., “HALF BAK’D”, “SUMO”, “Primo”), close variants or misspellings unless explicitly pre-approved in writing via the Company whitelist. See Section 8 (PPC Policy) for whitelist rules. (Brand & product potency context: SUMO products are high-potency items and require special care when marketed).
4.2 Creating domains, subdomains or display URLs that use HALF BAK’D trademarks.
4.3 Scraping, republishing, or redistributing HALF BAK’D lab reports, COAs, or proprietary content without express written permission.
4.4 Spamming, mass unsolicited SMS/email, cookie stuffing, fraudulent lead generation, or any practice intended to game tracking systems.
4.5 Promoting to minors or advertising through channels that cannot age-gate.
4.6 Coupon code scraping and publishing where the publisher displays aggregated prices without company-issued, trackable coupon codes (coupon/deal sites are subject to reduced/conditional commission — see Section 6).
5. Tracking, Attribution & Cookie Policy
5.1 Cookie window: HALF BAK’D uses cookie tracking and server-side methods. The standard cookie window is 30 days. Only the last non-direct click within that cookie window will be eligible for publisher credit (last non-direct click attribution). Affiliate links must include the company’s tracking token or sub-ID. (This replaces any prior “unlimited” cookie language.)
5.2 De-duplication: HALF BAK’D will de-duplicate affiliate referrals against other advertising channels. If HALF BAK’D’s own paid media or an approved internal channel is the proximate driver of conversion, the Company campaign will be prioritized over external publisher attribution.
5.3 Tracking failures & disputes: If tracking cannot be verified by Company logs and matching order data, the sale will not be commissionable. Affiliates may dispute tracking decisions by submitting supporting data within 30 days of the order.
6. Commissions, Tiers & Payments
6.1 Commission structure (default):
Content / blogger / email / influencer (standard): 15% of product subtotal (excl. tax, shipping, handling or fees).
Top/strategic partners (pre-approved): up to 25% (by written agreement).
Coupon / Deal sites: 7–10% (only if using company-issued, unique trackable codes).
Flat fee influencer activations: permitted when pre-approved and contractually documented; such activations may be paid outside the commission program.
6.2 Commissionable value: Commissions are calculated on the net product sale price after discounts and before taxes, shipping, gift wrap and payment processing fees. Commissions will be reversed for refunds, cancellations, chargebacks, unused gift cards, or fraudulent orders.
6.3 Minimum payout & schedule: Commissions are paid monthly, within 30 days after the end of the payout month, provided Affiliate’s balance exceeds USD $50. Commissions under the minimum roll to the next cycle.
6.4 Payment method: HALF BAK’D will remit payments via the payment method selected in the affiliate profile (AWIN/ShareASale payout, bank transfer, or PayPal — whichever the company supports). Affiliates must maintain up-to-date payment details.
6.5 New publisher hold: Company reserves the right to place new publishers on a 45-day hold for their first one or two payouts to allow for return/chargeback reconciliation.
6.6 Refunds & chargebacks: If an order is refunded, returned, or charged back, previously paid commission for that order will be clawed back from the Affiliate. If the Affiliate’s balance is insufficient to recover a clawback, Affiliate must reimburse Company within 15 days of notice.
7. Coupon & Discount Policy
7.1 Coupon issuance: Affiliates may only distribute HALF BAK’D coupon codes that are uniquely issued to them and tracked in the Company’s system (format recommended: HB-[CAMPAIGN]-[AFFID]). Coupon/deal publishers must use assigned codes or be ineligible for commission.
7.2 Coupon leakage: Affiliates must not share coupon codes on public aggregator sites unless pre-approved. Unapproved leakage will result in ineligibility for commission.
7.3 Coupon rates: Coupons that materially impact Company margins may be subject to reduced commission or opt-out by Company.
8. PPC / Paid Search Policy & Whitelist
8.1 Default prohibition: Affiliates are prohibited from bidding on HALF BAK’D brand and product trademark terms (including exact match, phrase, broad, close variants and misspellings) and from including HALF BAK’D trademarks in ad copy, display URLs or landing page meta content unless pre-approved.
8.2 Whitelist: To qualify for PPC brand bidding, Affiliates must be placed on Company’s official whitelist with written approval that lists allowed networks, account IDs, negative keyword lists, and contract dates. The whitelist is revocable at Company’s discretion.
8.3 Paid social: Paid social ads that use HALF BAK’D marks or promote products to audiences that cannot be age-gated are prohibited unless pre-approved.
8.4 CSS / Comparison shopping: Shopping feeds or CSS placements that link directly to Company must be configured to use a separate tracked publisher account and may be subject to reduced commissions.
9. Reporting & Records
9.1 Access: Affiliates will have access to basic reporting through the affiliate network dashboard (clicks, orders, commissions).
9.2 Audit & records: Company may request promotional materials, ad screenshots, tracking logs, or other documentation for audit purposes. Affiliates must retain relevant records for 12 months and provide them on request.
10. Intellectual Property & Brand Use
10.1 License: HALF BAK’D grants Affiliates a limited, revocable, non-exclusive license to use approved trademarks and marketing assets solely for promotion under this Agreement.
10.2 Restrictions: Affiliates will not alter logos or create derivative trademarks, nor will they use HALF BAK’D marks in domain names, social handles, or meta tags without express written permission.
11. Certificates of Analysis (COAs) & Lab Data
11.1 COA use: Affiliates may link to the Company’s public lab results pages when discussing product potency or ingredients, but may not reproduce COAs outside the Company’s permitted format. HALF BAK’D publishes COAs and maintains rigorous third-party testing standards; Affiliates must not misrepresent these results.
12. Confidentiality
Affiliates must keep Company confidential information (pricing models, wholesale terms, unpublished promotions, partnership agreements) confidential during and for two years after termination.
13. Termination & Suspension
13.1 Company termination: HALF BAK’D may suspend or terminate Affiliate’s participation for breach, suspected fraud, noncompliance, or at any time with written notice.
13.2 Effect: Upon termination, Affiliate must remove HALF BAK’D assets and stop promotion. Outstanding commissions will be paid per Section 6 subject to adjustments for refunds, chargebacks, or breaches.
13.3 Clawback: Significant breaches (e.g., systematic PPC violations, fraud) permit immediate commission clawback and invoicing for losses.
14. Indemnification & Warranty
14.1 Affiliate indemnity: Affiliate will indemnify, defend and hold HALF BAK’D harmless from claims arising from Affiliate’s promotions, content, or any breach of this Agreement (including regulatory fines, third-party claims, advertising violations).
14.2 Company disclaimers: HALF BAK’D makes no warranty of merchantability, fitness for a particular purpose, or non-infringement in connection with the Program.
15. Limitation of Liability
To the maximum extent permitted by law, HALF BAK’D’s liability will not exceed the total commissions paid to the Affiliate in the preceding six (6) months. Neither party will be liable for indirect, incidental, or consequential damages.
16. Governing Law & Dispute Resolution
This Agreement is governed by the laws of the State of California (without regard to conflicts of law). Parties agree to good-faith negotiation and, if unresolved, to mediation followed by binding arbitration in Los Angeles County, CA.
17. Miscellaneous
17.1 Amendments: Company may update Program Terms; changes take effect upon notice. Material changes that reduce commissions will include at least 30 days’ notice for existing Affiliates.
17.2 Assignment: Affiliates may not assign this Agreement without Company’s written consent.
17.3 Entire agreement: This Agreement, plus Program rules and the Media Kit, constitute the entire understanding between the parties.
18. Appendix — Program Highlights (Quick summary you can paste into AWIN fields)
Cookie/Attribution: Last non-direct click within 30 days.
PPC: Brand bidding prohibited unless whitelisted (written).
Age Gate: 21+ required on all landing pages/creatives.
COAs: Affiliates must link to Company lab results and not misrepresent test data.
Commission tiers: Standard 15%, strategic up to 25%, coupon sites 7–10%.
Payment: Monthly, within 30 days, $50 minimum. 45-day hold for new publishers.
De-duplication: Last non-direct click; Company campaigns prioritized.
Enforcement: Violations = clawback + termination.
