AFFILIATE AGREEMENT
This Affiliate Agreement (“Agreement”) is entered into by and between Artifox LLC, a Missouri limited liability company (“we”, “us”, “our”, “Artifox”) and _____________________ (“you”, “your”). The “Effective Date” of this Agreement will be the date it is signed and accepted by Artifox, as shown under our signature below. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you and Artifox agree as follows:
You will promote our products through your various media and / or social media channels – i.e. Website, Blog, Facebook, Twitter, Instagram, Pinterest, email, etc., in accordance with this Agreement and the rules of the Affiliate Program, which will include but not be limited to your performing those duties set forth on Exhibit A, attached hereto and incorporated herein, and in return we will pay you a commission for any products that are sold by us to purchasers through your individualized referral website link or Share A Sale data, as described below.
Purchases will primarily be tracked through Share A Sale dashboards, in which case an individualized link is not required. We will provide you with an individualized website link (“Link”) when necessary that will allow purchasers to click through to our website, and if a purchaser purchases a product through your Link or attributes to your account via Share A Sale, then you will receive credit for the sale. If a purchaser does not go through your Link, and instead purchases directly from us, then you will not receive credit for it. You will also be provided with access to a dashboard where you can see your account status, sales credited to your account, and other information about your account. We will also have access to your dashboard. Currently, our Influencer Program is running on the Share A Sale platform, but we have the right, in our sole discretion, to change the platform or use a different platform.
We will pay you a commission of 5% on the price paid by a purchaser for our products purchased through your Link during each calendar month, not including any taxes or shipping costs paid by the purchaser. We will send you a check for your commission within 30 days of the end of the month in which the sales were made. If the purchaser returns the product they purchased through your Link or we are otherwise required to pay the purchaser a refund for such product, then you will not receive any commission for the sale of the product. If we have already paid you the commission for the returned/refunded product, then we will deduct the amount of the commission already paid from the next commission check we send to you.
You can use your Link in social media posts, videos, blog posts, press and emails that you send out under your approved brand name. You are the only one authorized to post under this agreement. You agree to comply with all state and federal laws, statutes, rules and regulations, and the terms and conditions related to any social media platform or email provider you use when promoting our products, including the FTC Requirement that you must conspicuously disclose any material connection between you and our products when promoting our products. You must strictly comply with all rules related to the Affiliate Program. From time to time we may amend, modify or expand such rules, and you must also comply with those rules, as amended. Share A Sale guidelines must also be followed.
The initial term of this Agreement will be for one year beginning on the Effective Date, and unless earlier terminated in accordance with this Agreement, this Agreement will automatically renew every year on the anniversary of the Effective Date. Both you and Artifox may terminate this Agreement for any reason, or no reason, upon the terminating party giving 30 days prior written notice to the other party. Notwithstanding the foregoing, if we determine, in our sole discretion, that you are violating this Agreement, we can cancel this Agreement immediately by sending you written notice. We will not be required to allow you the opportunity to cure any violation of this Agreement. Upon termination of this Agreement for any reason, you will no longer be eligible to receive a commission, and we may take all steps necessary, as we determine, to terminate your Link and access to your Share A Sale dashboard. Commissions attributable to sales made through your Link before the date of termination of this Agreement, will be paid within 60 days of the date of termination of this Agreement to account any commissions we must deduct for any returns or refunds we must make on products sold through your Link before the termination date.
If we determine, in our sole discretion, that any post, video, blog post, email or other communication by you would embarrass, harass, harm or disparage Artifox, any of its members, managers, officers, directors, employees or any other person or is illegal, violent, threatening, or may be considered hate speech, we shall have the right to require you to remove, terminate or destroy such post, video or communication, write a retraction email, transfer all rights you have in the video, communication or post to us, or take other corrective action, and we can suspend your participation in the Affiliate Program until you comply to our satisfaction, or we can terminate this Agreement.
The terms of this Agreement shall apply to our use of any comments, pictures, images, data, video, information or any other ‘user-generated content’ (the “User Generated Content”) that you upload, post, or share via third-party websites and platforms including but not limited to Instagram, Facebook, Pinterest, YouTube, Snapchat, Tik Tok, and Twitter (the “Third Party Platforms”) and which we use on our website, platforms, apps, in other marketing channels (“Media”). You hereby grant a perpetual, non-exclusive, royalty-free license to use, publish or otherwise reproduce, modify or distribute your User Generated Content, in whole or in part, with or without your name in any and all Artifox related media for any lawful purpose. These uses may include, but are not limited to, information, education, promotion or advertising of Artifox or its products via the Internet, web sites, mobile apps, and social media. You represent to Artifox that you own all User Generated Content you provide and/or have the unencumbered legal right to grant the above-referenced license with respect to all User Generated Content you provide. You further represent to Artifox that such materials do not infringe any third party copyrights or other third party intellectual property rights or rights of privacy or publicity. You agree to indemnify Artifox for any and all loses resulting from the invalidity or inaccuracy of such representation.
We will grant you a non-exclusive, royalty free license to use certain of our trademarks, logos, tradenames and slogans (our “intellectual property”) for the purpose of, and only when, promoting our products in accordance with this Agreement. Any license or rights so granted to you hereunder will immediately terminate when this Agreement terminates, without any further action required on our part, and you will be required to immediately stop using and remove our intellectual property from your social media platforms. You do not have and/or nor are you being given any ownership rights in our intellectual property, and you acknowledge that all of our intellectual property and any goodwill (whether now existing or later created) related thereto belongs solely to us, forever. You will not allow anyone else to use any of our intellectual property under any circumstances.
You are an independent contractor of Artifox, and not an agent or employee, and nothing herein contained shall be deemed to create a partnership or joint venture between you and Artifox. You shall be solely and exclusively responsible for paying and reporting all taxes associated with the payments made to you under this Agreement.
You are not authorized to take any action on behalf of Artifox. We have the sole right to make decisions as to the operation of our business, including but not limited to pricing, sales, intellectual property, product lines and the Influencer Program, without incurring any liability to you.
This Agreement will be governed by the laws of Missouri, without regard to laws of conflicts. You consent to and voluntarily submit to personal jurisdiction of the Circuit Court of St. Louis County, Missouri and/or the U.S. District Court for the Eastern District of Missouri. Our rights and obligations under this Agreement shall inure to the benefit of and shall be binding upon our successors and assigns. You may not assign any of your rights or obligations hereunder.
Except to the extent that we may make changes to the Affiliate Program by written notice to you, this Agreement cannot be amended or changed without the written consent of you and Artifox. The fact that we do not take action if you violate this Agreement in one instance does not mean that we cannot take action, including terminating this Agreement, if you later violate this Agreement. You agree to keep all confidential information we give to you and any information related to this Agreement and the Affiliate Program in general, strictly confidential. You agree that if Artifox, or any of its members, managers, employees, officers or directors is held liable for damages related to a claim based on your actions, statements, videos, or communications, you will indemnify us for all such damages, and pay our related costs and fees, including attorney’s fees. Our liability to you, or anyone making a claim against us by or through you, shall be limited to the amounts paid by Artifox to you under this Agreement, and we will not be responsible for paying any punitive, consequential, incidental, special or indirect damages.
We may require that you “like” or “friend” or allow Artifox to follow you on Facebook, Instagram or any other social media platform or copy us on any emails that you send out which promote our products, and if we do, you must comply. You agree to notify us in writing if any of your social media or email accounts are hacked or if spam emails are sent out from your accounts, or if your name, address or other account information changes. Our address for notification is 911 Washington Avenue, St. Louis, Missouri 63101, ATTN: CEO.
Pursuant to the Defend Trade Secrets Act of 2016, you shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if you file a lawsuit for retaliation by Artifox for reporting a suspected violation of law, you may disclose the trade secret to your attorney and may use the trade secret information in the court proceeding, if you (X) file any document containing the trade secret under seal and (Y) do not disclose the trade secret, except pursuant to court order.
By signing this Agreement (which includes attaching or affixing your signature to this Agreement electronically), you are acknowledging that you have read this entire Agreement, and that you fully understand all the terms and conditions of this Agreement, and you are also agreeing to strictly comply with and be bound by this Agreement.
Print Name:______________________________________
Address:_________________________________________
Email Address:____________________________________
Date:____________________________________________
Agreed to and accepted by:
Artifox LLC
By:______________________________________________
Print Name:_______________________________________
Title:_____________________________________________
Date:____________________________________________
