Affiliate Agreement

Affiliate Marketing Program Agreement Form

State of: Oklahoma

Effective date: Jun 1, 2023

THIS AGREEMENT

(the “Agreement”) provides the terms and conditions of the relationship between:

Company: 1032 Space, LLC, 1 NE 2nd St. Suite 210, Oklahoma City, OK 73104 (“Company”)

And

Affiliate: [AffiliateName] (“Affiliate”)

In order to participate in the 1032 Space Affiliate Program (the “Program”) to refer traffic to the company’s website.

WHEREAS,

the Company is the sole owner and operator of the Internet site known as (the “Site”); and

WHEREAS,

the Company has created a Program that enables Affiliates to refer internet traffic to the Site from the website(s) or advertising networks of others in exchange for agreed consideration; and

WHEREAS,

You are the sole owner of the website(s) known as (collectively, the “Affiliate Site”); and

WHEREAS,

You desire to participate in the Program, as evidenced by your application, which application the Company may approve or disapprove, at its sole discretion.

THEREFORE,

in consideration of the mutual promises herein, the Parties agree as follows:

AFFILIATE RESPONSIBILITIES:

It is understood that the Affiliate will introduce Company products and services to their current and prospective customers and shall comply with all laws, including those that govern email marketing and anti-spam laws.

The Affiliate will be fully responsible for any costs related to maintaining or marketing the Affiliate Program.

The Company reserves the right to accept or reject any prospective customers. It will pay the Affiliate a commission per order using an affiliate code and according to a designated payment schedule.

NATURE OF PARTNERSHIP:

The Affiliate will act as an agent on behalf of the Company by placing links on their website(s) and social media accounts to direct traffic to the Company website(s) registered at (1032space.com). In addition, the Affiliate shall coordinate with the Company to carry out successfully the marketing, publicizing, and promoting of the Company’s products and services.

Any Affiliate Program may be amended or terminated at any time. Information about the Affiliate Program will be available on the company website. Accordingly, the Affiliate must keep themselves informed of any amendments of Affiliate Programs, particularly if a registered website has terminated its Affiliate Program or changed the conditions for remuneration to Affiliates. 

TERMS OF THE AGREEMENT:

• The term of this Agreement will begin upon the Company’s acceptance of the Affiliate’s application.
• The Affiliate is only eligible to earn commission fees on qualified purchases occurring during the term, and commission fees earned through the date of termination will remain payable only if the orders for the related products and services are not canceled and comply with all terms laid out in this Agreement.
• The Company may withhold your final payment of commission fees for a reasonable time to ensure that all qualified purchases are valid and payments from the referred company in its sole discretion.
• Any Affiliate who violates either this Agreement of the Company’s Terms and Conditions will immediately forfeit their right to all accrued commission fees and be removed from the Company Affiliate Program.
• Without limitation, the Affiliate’s participation in the program and this agreement shall be deemed automatically terminated immediately and all commission forfeited upon the Affiliate’s violation of any of the terms of this Agreement, of any applicable law or regulation having the force of law.

CONFIDENTIALITY:

The Affiliate promises and agrees to hold any confidential information in strict confidence and trust for the sole benefit of the Company, both during the term of this Agreement and at all times thereafter, and shall not use such confidential information for any purpose, whether or not for consideration, business or personal, other than as may reasonably necessary for the performance of its duties according to this Agreement, without the Company’s prior written consent. 

The Affiliate shall not disclose any confidential information to any person or entity, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement without the Company’s prior written consent.

The Affiliate’s obligations include taking all actions necessary to ensure that any affiliates, employees, contractors, or agents abide by the terms of this section in their entirety.

Confidential information does not include information that

1.  Is or  becomes publicly known through lawful means;
2. Was rightfully in provider’s possession or part of the Affiliate’s general knowledge before the effective date of this Agreement; or
3. Is disclosed to the Affiliate without confidential restriction by a third party who rightfully possesses the information (without confidential restriction) and did not learn of it, directly or indirectly, from the Company.

INDEMNIFICATION:

The Affiliate hereby agrees to indemnify and hold harmless the Company, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on:

• Any claim that our use of the Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary rights of any third party.
• Any claim related to the Affiliate’s site, including, without limitation, its development, operation, maintenance, and content therein not attributable to the Company.
• Any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Affiliate herein.

ENROLLMENT IN THE AFFILIATE PROGRAM:

To register for the Affiliate Program, the recipient must complete and send an Affiliate Program Application to the Company. The Affiliate Program Application is included on the Company’s website and can be completed and submitted through the site. 

The Company will evaluate the application and notify the Affiliate of their acceptance or rejection. The Company may reject the application for any reason at their sole discretion.

Without limiting the ability to reject any application for any reason, at the Company’s absolute discretion, the Affiliate application will be rejected if:

• The application is incomplete.
• The Affiliate website and/or social media account(s) contains images or content that promotes violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• The Affiliate website and/or social media account(s) promotes illegal activities or is intended to harass or defame any person.
• The Affiliate website and/or social media account(s) intentionally includes variations or misspellings thereof in their domain names or otherwise violates the Company's intellectual property rights or the intellectual property rights of others.

If the Company rejects the Affiliate’s application, the Affiliate is welcome to reapply to the program at any time.

However, if the company accepts the application, they reserve the right to terminate the Affiliate’s participation in the program for any reason at their sole discretion immediately and without prior notice.

PARTICIPATION IN THE AFFILIATE PROGRAM:

For the duration of the agreement, if the Affiliate displays action of the following, the Company has full discretion to terminate the agreement of the Affiliate Program and without prior notice.

• The Affiliate website and/or social media account(s) contains images or content that promotes violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• The Affiliate website and/or social media account(s) promotes illegal activities or is intended to harass or defame any person.
• The Affiliate website and/or social media account(s) intentionally includes variations or misspellings thereof in their domain names or otherwise violates the Company's intellectual property rights or the intellectual property rights of others.
• The Affiliate refuses to comply with all laws, including those that govern email marketing and anti-spam laws.
• The Affiliate deliberately harms the Company’s reputation.

MODIFICATION:

The Company may modify any of the terms and conditions in this Agreement at any time at their sole discretion. In such an event, the Company will notify the Affiliate by email. Modifications may include but are not limited to changes in the payment procedures and Company Affiliate Program rules.

If any modification is unacceptable to the Affiliate,  the Affiliate’s only option is to end this Agreement. Continued participation in the Company Affiliate Program following the notification of change or new Agreement posting on our site will indicate your agreement to the changes.

AFFILIATE PAYMENT:

The Company makes no representations or warranties regarding potential income that may result from the Affiliate Program. Commissions will be paid to the Affiliate based on customers who access the Company website through the Affiliate’s link and complete a purchase.

Commissions will be based on gross sales price, not including any sales tax, shipping, special service fees, late charges, collection costs, and any other payment made to the Company that is not the purchase price of the product.

The percentage paid as commissions is outlined in the Sales Commission Agreement (accessible from the previous page). Payments are made automatically on the 15th day of each month. The Affiliate understands that the Company may change the payout amount at any time. 

During the 30 day holding period for the Affiliate’s commission, the commission of canceled or fully refunded orders will be automatically canceled. 

For “Auto-Payouts”, the Affiliate will need to activate this on their side to get paid via PayPal or bank transfer. If the Affiliate fails this action on their end, the commission after the 30 day holding period will be moved to “waiting for creator” state.

The Affiliate is responsible for determining if the payout for a link they placed on their site and or social media account(s) has changed or been discontinued. The Company reserves the right to deduct the costs for any products that are returned or refunded in the subsequent months, attributable to credit card fraud or bad debt write-off, or for any other reason if the previous commission was overpaid.

When a customer clicks the Affiliate link, any orders within this time period will be tracked as conversions for the affiliate that owns the link. The Link Attribution Window is 90 days.

SEVERABILITY:

If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the Agreement to achieve the interests and objectives of the parties prevailing at the time of the execution of the Agreement. 

APPLICABLE LAW:

The laws of the States and Country will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Oklahoma City, OK and the Affiliate irrevocably consents to the jurisdiction of such courts.

The Affiliate may not assign this Agreement, by operation of law or otherwise, without our prior written consent. The Company’s failure to enforce the Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of the Company’s right to subsequently enforce such a provision or any other provision of this Agreement.

TERMINATION OF AGREEMENT:

Either the Affiliate or the Company may terminate the Affiliate relationship at any time. The Affiliate is only eligible to earn Affiliate payments during their time as an approved Affiliate. The Company may change the program or service policies and operating procedures at any time.

IN WITNESS WHEREOF,

the Company has caused this Agreement to be signed by a duly authorized office, and the Affiliate has affixed their signature hereto.

ENTIRE AGREEMENT:

This Agreement sets forth the entire agreement and understanding between the Affiliate and the Company relating to the subject matter hereof and thereof and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between the Affiliate and the Company, written or oral, to the extent they relate in any way to the subject matter hereof.

Sales Commission Agreement

This Sales Commission Agreement is entered into by and between 1032 Space, (“Company”) and [Affiliate.FirstName] [Affiliate.LastName], (“Affiliate.”) The purpose of this agreement is to document the sales commission structure that will govern compensation for goods or services sold by the Affiliate on behalf of the Company.

AUTHORIZATION:

This Sales Commission Agreement serves as authorization for the Affiliate to sell goods or services on behalf of the Company. These rights are non-transferable and non-exclusive. The Company reserves the right to restrict the Affiliate’s rights, including geographic restrictions. 

The Affiliate agrees to sell goods and services under the Company’s brand. Goods or services may not be rebranded for any reason. The Affiliate agrees to abide by the Company’s pricing policies. The Affiliate shall not offer discounts without the Company’s written approval.

DOCUMENTATION:

The Affiliate agrees to use company-provided and approved documentations and tools for recording, submitting, and tracking sales and opportunities. The Affiliate further agrees to avoid use of any documentation that has not been approved by the Company for the purpose of this Sales Commission Agreement.

NON-COMPETE:

The Affiliate acknowledges that over the duration of the Agreement, they may become familiar with confidential information regarding the Company.

Therefore, during the term of this contract and for a period of 2 weeks after the end of this Agreement, the Affiliate agrees that they will not, in any way, be involved in the operations of a business that is considered to be in competition with the Company’s current products and/or business. 

Nothing in this Agreement will prevent the Affiliate from being a passive owner of any such businesses with the understanding that they will not, in any manner, participate in the operations of that business.

NON-DISCLOSURE:

The Affiliate shall act in the best interests of the Company regarding confidential information and intellectual property at all times. This includes refraining from disclosing any information deemed proprietary, sensitive, or confidential to any third party.

RESPONSIBILITIES OF THE AFFILIATE:

The Company requires that the Affiliate meet a minimum sales quota to stay active as a Marketing Affiliate. These quotas are established at the sole discretion of the Company, as outlined in this Agreement. If the Affiliate doesn’t meet sales quotas for 3 consecutive months, the Agreement may be terminated.

The Company expects each Affiliate to complete sales totaling $150 in profit for the Company per month. The sales total may vary based on the profit margin of each individual product sold.

COMMISSION STRUCTURE:

Each earning calculation is outlined clearly so that the Affiliate may calculate their anticipated earnings as they track their own performance. All earnings are calculated during a calendar month, regardless of the number of working days, holidays, or time off taken by the Affiliate.

Sales Commision:

The Affiliate earns a percentage of the profit made from each sale. The Company calculates commission based on the profit amount of a single sale:

Sales profits from each product earn

10% commission

Multiple sales to a single individual or business during a calendar month do not accumulate for a higher earned rate. Each closed sale includes any number of items paid in full by a purchaser on a single invoice. If a sale is not finalized by the last day of the month, the commission is included on the next month’s commission.

If either party terminates this Agreement for any reason, the termination date is the last date that the Affiliate is eligible for earned commissions. Any sales completed after the date of termination are not eligible for commission payments.

Paying Back Commissions To The Employer:

The Affiliate is subject to paying back commission on any items that a customer returns for any reason other than a product defect. Owed commission paybacks are calculated and taken out of the Affiliate’s current month earned commissions. These payback amounts do not count against the monthly sales quota.

TERMS AND CONDITIONS:

The compensation of the Affiliate as a Marketing Affiliate for 1032 Space is calculated as commissions. The commissions paid to the Affiliate are based on sales performance and are strictly limited to the calculations defined in this Agreement.

If the Company needs to make adjustments or additions to the pay structure outlined in the Agreement, they must make an amendment to the document that both the Affiliate and Company agree to in writing.

Furthermore, the Affiliate agrees that this contract does not imply any definite length of employment with the Company. The Affiliate and the Company each maintain the right to terminate this agreement at any time without cause or notice required. The Affiliate understands that any commission for sales they are in the process of completing shall not be paid after the date of termination.

ACCEPTANCE:

By selecting the boxes on the previous page, the Affiliate agrees to enter into the Sales Commission Agreement and agree to the terms described herein.