AFFILIATE PROGRAM SERVICES AGREEMENT
This Affiliate Program Services Agreement (this “Agreement”) will govern the relationship between you (“Affiliate”) and Zero Flakes Given, LLC., a Delaware limited liability company (“Company”) (each a “Party” or together the “Parties”) with respect to Company’s affiliate program (the “Affiliate Program”) and its hair and scalp products (the “Products”). All capitalized terms not defined when initially used will have the meanings given to them elsewhere in this Agreement.
BY SUBMITTING THE ONLINE AFFILIATE APPLICATION, AFFILIATE IS AGREEING THAT AFFILIATE HAS READ AND UNDERSTANDS THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT AFFILIATE AGREES TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION. IF AFFILIATE DOES NOT AGREE TO THESE TERMS AND CONDITIONS, AFFILIATE HAS NO RIGHT OR AUTHORITY TO ACCESS OR USE THE PROGRAM OR EXERCISE ANY OTHER RIGHT IN CONNECTION THEREWITH.
COMPANY RESERVES THE RIGHT TO MAKE CHANGES TO THE COMPANY WEBSITE (AS DEFINED BELOW), THE AFFILIATE PROGRAM, AND THIS AGREEMENT AT ANY TIME WITHOUT PRIOR NOTICE, AND THE REVISED VERSION OF THE AGREEMENT SHALL BECOME EFFECTIVE IMMEDIATELY AFTER BEING POSTED ON THE COMPANY WEBSITE.
In consideration of the foregoing premises, and the covenants and undertakings herein contained, Affiliate and Company mutually agree as follows:
1. Application
To enroll in the Affiliate Program, Affiliate must be either an entity or an individual who is at least eighteen (18) years old and must complete and submit an online application. Affiliate must provide Company with truthful, accurate, and complete application information. If any such information changes, Affiliate must immediately update Affiliate’s registration information. Company may reject or accept Affiliate applications at its sole and absolute discretion. Company may cancel Affiliate’s application and affiliation with the Affiliate Program if it determines that Affiliate’s website, social media profiles, blogs, smartphone apps, email, and/or other medium (collectively, “Affiliate’s Channels”) are unsuitable for the Affiliate Program. Subject to the terms and conditions in this Agreement, and upon approval by Company, Affiliate will be deemed to have joined the Affiliate Program as an Affiliate.
2. Services
Affiliate will be responsible for the execution of the Services to the reasonable satisfaction of Company, and Affiliate will coordinate any and all elements of the Services directly with Company and subject to Company’s approval. For purposes of this Agreement, “Services” will refer to (i) such related services as Company may reasonably request from time to time, and (ii) will include, but may not be limited to:
(a) Promotion of the Affiliate Relationship. Company will make available to Affiliate a variety of personalized graphic and textual links for use on Affiliate’s Channels (each a “Link”), which are subject to the terms and conditions hereof. The Links will serve to identify Affiliate as a member of the Affiliate Program and establish a connection from Affiliate’s Channels to Company’s Website. Company will only provide Affiliate with Links that, if accessed, will be credited to Affiliate, and commission will be paid accordingly. In utilizing the Links, Affiliate agrees to cooperate fully with Company in order to establish and maintain such Links.
(b) Approval. Affiliate agrees that it will display on Affiliate’s Channels only those graphic or textual images (indicating a Link), including any IP provided by Company, expressly approved in advance in writing by Company. Affiliate agrees not to use cookie stuffing techniques that set the affiliate tracking cookie without the customer’s knowledge (e.g., iframe). Any information with respect to Company that is displayed on Affiliate’s site must be provided and expressly approved by Company in writing in advance.
(c) Obligations Regarding Affiliate’s Channels. Affiliate will be solely responsible for the development, operation, and maintenance of Affiliate’s Channels and all materials appearing on them. Such responsibilities include: (i) technical operation of Affiliate’s site and app; (ii) creating and posting product reviews, descriptions, and references linked to Company’s Website; and (iii) ensuring posted materials are accurate, lawful, and do not infringe on third-party rights. Company disclaims all liability for such matters but reserves the right to monitor Affiliate’s Channels at any time to ensure compliance.
(d) PPC Guidelines. Affiliate may not bid on Company’s trademarked terms or restricted terms (including variations/misspellings) for campaigns on Google, MSN, Yahoo, Facebook, or any other network.
(e) Coupon Code Guidelines. Affiliate may NOT advertise Company’s coupon codes obtained from non-affiliate channels, including email, paid search, or other campaigns.
3. Compensation
Affiliate shall receive a one-time commission equal to eight percent (8%) of net revenue (excluding taxes and shipping) from the first sale of Products placed by each customer using a Link, provided that the first sale occurs within thirty (30) days of the customer first clicking the Link. Commissions are payable within thirty (30) days following the end of each calendar month. Commission applies only to the first order by the referred customer. Upon termination of this Agreement, Company’s only obligation will be to pay earned commissions through the termination date.
4. Term; Termination
This Agreement will remain in effect until terminated by either Party, at any time, with or without cause, upon written notice (the “Term”). Upon termination, Company will have no further obligations other than paying commissions earned up to the termination date. Company may, at its sole discretion, remove any Affiliate from the program at any time.
5. Work-Made-For-Hire; License
(a) Ownership of IP. Affiliate acknowledges that all results of Services (including copyrights, patents, trademarks, and materials created) are “work-made-for-hire” owned by Company. To the extent any rights do not vest in Company by law, Affiliate irrevocably assigns them to Company. Affiliate may not use such IP for any purpose other than providing Services, without written consent.
(b) License to Affiliate. Company grants Affiliate a non-exclusive, non-transferable, revocable license to access Company’s Website via the Links, and to use Company’s trademark/logo solely to sell Products and perform Services.
(c) Use of Licensed Materials. Affiliate may not alter or misuse Licensed Materials and may not disparage Company in its use. Company reserves all rights and may revoke this license at any time.
(d) License to Company. Affiliate grants Company a non-exclusive license to use Affiliate’s name, title, and logos for marketing purposes.
6. Confidentiality
Affiliate acknowledges that Company may disclose confidential information, including financial data, marketing strategies, trade secrets, and technical information (“Confidential Information”), solely to permit Affiliate to perform its obligations. Affiliate agrees to maintain confidentiality during and after the Term and to return or destroy all materials containing Confidential Information upon termination.
7. Representations and Warranties; FTC Compliance
(a) Representations. Affiliate represents and warrants that it has authority to enter into this Agreement, will comply with applicable laws, owns its trademarks, and will not engage in prohibited activities.
(b) FTC Endorsement Rules. Affiliate must comply with Federal Trade Commission regulations, including disclosure of material connections in endorsements. Failure to comply may result in withheld commissions and removal from the program.
(c) Prohibited Software/Techniques. Affiliate may not transmit “Parasiteware™,” “Shopping Assistance Applications,” deceptive pop-ups, or similar software interfering with commission tracking.
(d) Disclaimer. COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING THE PROGRAM OR PRODUCTS. ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, AND NON-INFRINGEMENT ARE DISCLAIMED.
8. Indemnification
Affiliate will indemnify and hold harmless Company, its affiliates, and representatives from losses arising from Affiliate’s negligence, misconduct, or breach of this Agreement. Company will indemnify Affiliate for losses arising from Company’s actions, except where caused by Affiliate. Indemnification survives termination.
9. Notices
Notices may be provided by posting on the Affiliate Program section of Company’s Website, by email, by hand delivery, by registered mail, or by overnight courier. Notices are effective when received or delivered per method used.
10. Independent Contractor
Affiliate is an independent contractor. Nothing in this Agreement creates a partnership, agency, or employment relationship. Affiliate is solely responsible for all taxes, insurance, and benefits related to its compensation.
11. Miscellaneous
Nothing herein shall be construed as creating a joint venture, franchise, or agency. Neither Party may bind the other except as expressly stated. Invalid provisions will be modified to be enforceable without affecting the remainder of the Agreement. This Agreement may not be assigned without written consent, except by Company to an affiliate or successor. This Agreement is governed by Delaware law. Provisions in Sections 5 through 11 survive termination.
12. Customer Information
All names, addresses, emails, and other customer information obtained through the Affiliate Program shall be owned and controlled exclusively by Company.
Last modified: August 19, 2025
