Affiliate Marketing Compliance AgreementThis Affiliate Marketing Compliance Agreement (the "Agreement") is entered into between [FUNTIONWEAR INC., dba “WearBands”], hereinafter referred to as the "Brand," and [Affiliate Name], hereinafter referred to as the "Affiliate."GENERAL PROVISIONSRelationship:The Affiliate agrees to participate in the Brand's affiliate marketing program and promote the Brand's products. The Affiliate acknowledges that they are an independent contractor and not an employee, agent, or partner of the Brand.Compliance with Laws:The Affiliate agrees to comply with all applicable laws, regulations, and guidelines related to affiliate marketing, including but not limited to laws governing advertising, privacy, consumer protection, and intellectual property rights.Ethical Marketing Practices:The Affiliate agrees to engage in ethical marketing practices and will not engage in any deceptive, misleading, or fraudulent activities. The Affiliate will represent the Brand’s products or services accurately and will not make any false claims or exaggerated statements.Disclosure and Transparency:The Affiliate agrees to clearly disclose their affiliate relationship with the Brand when promoting the Brand's products or services. This disclosure should be easily visible and prominently displayed on all affiliate marketing materials, including websites, social media posts, emails, and advertisements.Intellectual Property: The Affiliate acknowledges that all intellectual property rights, including trademarks, copyrights, and trade secrets, belong to the Brand. The Affiliate agrees not to infringe upon these rights and will only use approved marketing materials provided by the Brand.Prohibited Activities: The Affiliate agrees not to engage in any of the following activities:a. Spamming or unsolicited email marketing.b. Misrepresenting the Brand’s products or services.c. Using illegal or unauthorized content in marketing materials.d. Promoting the Brand's products or services on websites or platforms that violate the law or contain objectionable content.e. Using deceptive practices to generate leads or referrals.Compensation and Tracking:The Affiliate will receive compensation for qualified leads, sales, or referrals generated through their marketing efforts. The Brand will provide the Affiliate with tracking links or codes to accurately track and attribute conversions to the Affiliate.Termination:Either party may terminate this agreement at any time, with or without cause, by providing written notice to the other party. Upon termination, the Affiliate will cease all marketing activities related to the Brand and remove any marketing materials or links from their platforms.Indemnification: The Affiliate agrees to indemnify and hold the Brand harmless from any claims, damages, or liabilities arising out of the Affiliate's marketing activities or non-compliance with this Agreement.Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Colorado. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Colorado.ADVERTISING GUIDELINESPay-Per-Click Advertising: a. The Affiliate is prohibited from engaging in PPC advertising that includes the use of the Brand's brand name, trademarks, or any variation thereof as keywords. However, the Reseller may use these items in ad copy.b. The Affiliate shall not bid on the Brand's brand name or any related terms as keywords in search engine advertising campaigns.Brand Name Restrictions:a. The Affiliate acknowledges that the Brand's brand name, trademarks, and associated intellectual property rights are the sole property of the Brand.b. The Affiliate agrees not to use, register, or attempt to register any domain names, social media handles, or any other identifiers that include the Brand's brand name or trademarks, without express written consent of Brand.Prohibited Activities:a. The Affiliate shall not engage in any of the following activities related to PPC advertising:i. Direct linking from PPC ads to the Brand's website without prior written approval. ii. Using the Brand's brand name in a way that may mislead or confuse users or infringe upon the Brand's intellectual property rights.Compliance Monitoring:a. The Brand reserves the right to monitor the Affiliate's advertising activities to ensure compliance with this agreement. b. In the event of any non-compliance, the Brand may request immediate corrective action, suspend affiliate commissions, or terminate the affiliate agreement.Indemnification: a.The Affiliate agrees to indemnify and hold the Brand harmless from any claims, damages, or liabilities arising out of the Affiliate's PPC advertising activities, including any violations of this agreement.Termination: a. The Brand reserves the right to terminate the affiliate agreement if the Affiliate is found to be in violation of the restrictions mentioned in this section. b. Upon termination, the Affiliate shall immediately cease all PPC advertising activities that use the Brand's brand name or trademarks.COUPON PROMOTIONSCoupon Promotion: a. The Affiliate may promote coupons, discounts, or promotional offers provided by the Brand to attract potential customers. b. The Affiliate shall only promote coupons that have been specifically authorized and provided by the Brand for affiliate marketing purposes.Coupon Usage Guidelines: a. The Affiliate agrees to adhere to the following guidelines when promoting coupons: i. Display the coupon code or offer prominently and clearly on their website, blog, social media, or other marketing channels. ii. Clearly state the terms and conditions of the coupon, including any expiration dates, usage restrictions, and limitations. iii. Regularly update and remove expired or invalid coupons from their marketing materials to ensure accuracy and avoid misleading users.Coupon Attribution and Tracking: a. The Brand will provide unique coupon codes or tracking links to the Affiliate for proper attribution of sales or referrals generated through coupon promotions. b. The Affiliate agrees to use the provided coupon codes or tracking links exclusively and not to modify or manipulate them in any way that may compromise accurate tracking and attribution.Prohibited Activities: a. The Affiliate shall not engage in any of the following activities related to coupon promotions: i. Sharing unauthorized or non-affiliate specific coupons or discount codes. ii. Creating or distributing fake, misleading, or expired coupons. iii. Engaging in coupon stacking or combining multiple unauthorized coupons or offers without explicit permission from the Brand.Compliance Monitoring: a. The Brand reserves the right to monitor the Affiliate's coupon promotions to ensure compliance with this agreement. b. In the event of any non-compliance, the Brand may request immediate corrective action, suspend affiliate commissions, or terminate the affiliate agreement.Indemnification: a. The Affiliate agrees to indemnify and hold the Brand harmless from any claims, damages, or liabilities arising out of the Affiliate's coupon promotions or non-compliance with this agreement.Termination: a. The Brand reserves the right to terminate the affiliate agreement if the Affiliate is found to be in violation of the restrictions mentioned in this section. b. Upon termination, the Affiliate shall immediately cease all coupon promotions related to the Brand's products or services.NEXUS ACTIVITIES AND STATE TAXESNexus Activities and State Taxes: a. The Affiliate acknowledges that engaging in certain activities may create a tax nexus or a taxable presence in certain states, potentially resulting in sales tax or other tax liabilities. b. The Affiliate agrees not to engage in any activities that would trigger a tax nexus or tax obligations in any state unless explicitly authorized in writing by the Brand.Prohibited Nexus Activities: a. The Affiliate shall not engage in any of the following activities that may create a tax nexus or tax obligations: i. Maintaining a physical presence, such as an office, employees, or inventory, in a state without prior written approval. ii. Conducting in-person sales or solicitation activities in a state without prior written approval. iii. Using affiliate links or referral codes in a way that may create a tax nexus or tax obligations in a state without prior written approval. iv. Storing cookies or other tracking technologies on users' devices in a state without prior written approval if such activities could create a tax nexus.Compliance with State Tax Laws: a. The Affiliate agrees to comply with all applicable state tax laws and regulations. b. The Affiliate shall promptly notify the Advertiser if they become aware of any potential tax nexus or tax obligations arising from their affiliate marketing activities.Indemnification: a. The Affiliate agrees to indemnify and hold the Brand harmless from any claims, damages, or liabilities arising out of the Affiliate's failure to comply with state tax laws or their engagement in nexus activities without prior authorization.Tax Advice: a. The Brand and the Affiliate acknowledge that they are not providing tax advice to each other. b. It is recommended that the Affiliate consult with a qualified tax professional to ensure compliance with state tax laws and regulations.Termination: a. The Brand reserves the right to terminate the affiliate agreement if the Affiliate fails to comply with the prohibition on nexus activities or state tax laws. b. Upon termination, the Affiliate shall continue to be responsible for any outstanding tax obligations resulting from their prohibited nexus activities.By signing below, the parties acknowledge that they have read, understood, and agreed to the terms and conditions of this Affiliate Marketing Compliance Agreement.Functionwear Inc.Signature:Date:[Affiliate Name]: Signature: Date:
