Affiliate Program Agreement
This Affiliate Program Agreement (the "Agreement") is made by and between FX Elements LLC, a limited liability company with its
principal place of business at 7782 801 W 33rd St, Edmond, OK 73083 (the "Company") and you, the Affiliate ("Affiliate" or "you").
This Agreement contains the complete terms and conditions that apply to your participation in the Company's Affiliate Program (the
"Affiliate Program").
1. Definitions
1.1 "Affiliate" means the individual or entity applying to or participating in the Affiliate Program.
1.2 "Affiliate Site" means the Affiliate's website, blog, social media account, or other digital property where the Affiliate will promote
the Company's products or services.
1.3 "Commission" means the amount payable to the Affiliate based on Qualified Purchases, as set forth in Section 5.
1.4 "Qualified Purchase" means a sale of the Company's products or services to a Referred Customer that meets the criteria in
Section 4.2.
1.5 "Referred Customer" means each new and unique customer referred from Affiliate through a Link (defined in Section 3.1) that
provides valid account and billing information.
2. Affiliate Program
2.1 Application and Acceptance. To begin the enrollment process, you must submit a complete Affiliate Program application. The
Company will evaluate your application and notify you of your acceptance or rejection. The Company may reject your application for
any reason, including if it determines your Affiliate Site is unsuitable for the Affiliate Program.
2.2 Affiliate Obligations. As an Affiliate, you must: (i) have and maintain a website or digital property that does not contain content
that is unlawful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable; and (ii) comply with
all applicable laws and regulations in your jurisdiction.
3. Affiliate Links and Promotion
3.1 Links. Upon acceptance into the Affiliate Program, the Company will make available to you unique affiliate tracking links and/or
codes ("Links"). The Links will allow the Company to track Referred Customers and Qualified Purchases for Commission calculation.
3.2 Affiliate Site. You will display the Links on your Affiliate Site prominently and as the only means for your visitors to access the
Company's site. You will not alter the Links in any way. You are solely responsible for the content, maintenance, and operation of
your Affiliate Site.
3.3 Promotional Materials. The Company may make available images, text, or other materials for you to use in promoting the
Company's products or services ("Promotional Materials"). You may display the Promotional Materials only on your Affiliate Site and
in accordance with this Agreement. The Company may revoke your license to use the Promotional Materials at any time for any
reason.
4. Commissions
4.1 Qualified Purchases. A "Qualified Purchase" is a sale of the Company's products or services to a Referred Customer that meets
all of the following criteria:
(a) The Referred Customer clicked on a Link and was directed to the Company's site;
(b) The Referred Customer purchased the Company's products or services through the Company's standard checkout process;
(c) The Referred Customer was not previously registered with the Company under any other email address or alias;
(d) The Referred Customer's purchase was made within 30 days of clicking on the Link;
(e) The Referred Customer's purchase has not been returned or refunded.
4.2 Commission Rates. For each Qualified Purchase, the Company will pay you a Commission equal to 30% of the net sale amount.
"Net sale amount" means the gross sales price paid by the Referred Customer, less any applicable taxes, shipping charges, or other
deductions.
4.3 Commission Payments. The Company will pay you Commissions upon your request once a minimum Commission amount of
$50 has been reached by you. The Company will send payments to the account you designate. You are responsible for providing
and maintaining accurate contact and payment information with the Company.
5. Intellectual Property
5.1 Ownership. The Company retains all right, title, and interest in and to its products, services, Promotional Materials, Links,
trademarks, and other intellectual property (collectively, "Company IP"). You acknowledge that you have no right to use any
Company IP except as expressly permitted in this Agreement.
5.2 License. The Company grants you a limited, non-exclusive, non-transferable, revocable license to use the Promotional Materials
and Links solely for the purpose of promoting the Company's products and services on your Affiliate Site. This license will
automatically terminate upon the termination of this Agreement.
6. Confidentiality
During the term of this Agreement, you may receive information that is confidential to the Company, including but not limited to
information about the Company's business plans, marketing strategies, finances, and proprietary technology ("Confidential
Information"). You agree to maintain the confidentiality of the Confidential Information and to use it only as necessary to perform
your obligations under this Agreement. This section will survive the termination of this Agreement.
7. Termination
7.1 Term. This Agreement will commence upon the Company's acceptance of your Affiliate Program application and will continue
until terminated as provided herein.
7.2 Termination by the Company. The Company may terminate this Agreement at any time and for any reason by providing notice to
you. Upon termination, you must immediately remove all Links and Promotional Materials from your Affiliate Site.
7.3 Termination by Affiliate. You may terminate this Agreement at any time by removing all Links and Promotional Materials from
your Affiliate Site and providing notice to the Company.
7.4 Effect of Termination. Upon termination of this Agreement, you will no longer be eligible to earn Commissions. The Company will
pay you any Commissions earned prior to termination in accordance with Section 4.3.
8. Indemnification
You agree to indemnify, defend, and hold harmless the Company and its affiliates, directors, officers, employees, and agents from
and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of
or relating to: (i) your breach of this Agreement; (ii) your Affiliate Site; or (iii) your misuse of the Links, Promotional Materials, or
Company IP.
9. Limitation of Liability
In no event will the Company be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or
relating to this Agreement, even if the Company has been advised of the possibility of such damages. The Company's total liability
arising out of or relating to this Agreement will not exceed the total Commissions paid or payable to you under this Agreement.
10. Miscellaneous
10.1 Relationship of the Parties. You and the Company are independent contractors, and nothing in this Agreement will create any
partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
10.2 Modification. The Company reserves the right to modify this Agreement at any time by posting a revised version on its website.
The revised version will be effective as of the date it is posted. Your continued participation in the Affiliate Program after the posting
of a revised version will constitute your acceptance of the revised Agreement.
10.3 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Oklahoma,
USA, without giving effect to any principles of conflicts of law.
10.4 Entire Agreement. This Agreement constitutes the entire agreement between you and the Company regarding the Affiliate
Program and supersedes all prior agreements and understandings, whether written or oral.
By joining the FX Elements Affiliate Program, you acknowledge that you agree to be bound by the terms and conditions of this Affiliate Program Agreement.