This Affiliate Agreement (the “Agreement”) is made and entered into by and between Infinity3 Ltd (“Company”), located at Halton Mill, Mill Lane, Halton, Lancaster, Lancashire, LA2 6ND, and the Affiliate (“Affiliate”), whose details are provided during the registration process.

By participating in the Company’s affiliate program (“Affiliate Program”), the Affiliate agrees to the following terms and conditions:

1. Enrollment in the Affiliate Program

1.1. To enroll in the Affiliate Program, the Affiliate must complete and submit the online application form. The Company reserves the right to accept or reject any application at its sole discretion.

1.2. Upon acceptance into the Affiliate Program, the Affiliate will receive a unique affiliate link (“Affiliate Link”) to promote the Company’s products and services.

2. Affiliate Responsibilities

2.1. The Affiliate agrees to use the Affiliate Link to promote the Company’s products and services on their website, social media platforms, email marketing campaigns, or other promotional channels.

2.2. The Affiliate must ensure that all marketing materials used to promote the Company’s products are compliant with applicable laws and regulations and do not contain any false, misleading, or unethical content.

2.3. The Affiliate shall not engage in any activities that may harm the reputation of the Company, including but not limited to spamming, misleading advertising, or unethical marketing practices.

3. Commission and Payment

3.1. The Company will pay the Affiliate a commission of 10% of the sale price for each qualifying sale made through the Affiliate Link.

3.2. A “qualifying sale” is defined as a sale made to a customer who is referred to the Company’s website through the Affiliate Link and completes a purchase.

3.3. Commissions will be calculated based on the net sale amount, excluding taxes, shipping, refunds, chargebacks, and any other applicable deductions.

3.4. Payments will be made to the Affiliate on a monthly basis, within 30 days following the end of the calendar month in which the qualifying sale was made. If the commission balance does not meet the minimum threshold, the balance will roll over to the next month.

3.5. Payments will be made via Stipe.

4. Term and Termination

4.1. This Agreement shall commence upon acceptance into the Affiliate Program and shall continue until terminated by either party.

4.2. The Affiliate may terminate this Agreement at any time by providing written notice to the Company.

4.3. The Company may terminate this Agreement immediately and without notice if the Affiliate breaches any of the terms and conditions of this Agreement or engages in conduct that the Company deems harmful to its interests.

4.4. Upon termination of this Agreement, the Affiliate will immediately cease using the Affiliate Link and any promotional materials provided by the Company.

5. Intellectual Property

5.1. The Company grants the Affiliate a non-exclusive, non-transferable, revocable license to use the Company’s trademarks, logos, and promotional materials solely for the purpose of promoting the Company’s products in accordance with this Agreement.

5.2. The Affiliate shall not modify, alter, or create derivative works based on the Company’s trademarks, logos, or promotional materials without the Company’s prior written consent.

6. Confidentiality

6.1. The Affiliate agrees to keep confidential any and all information related to the Company, its products, and its customers that is not publicly available, including but not limited to pricing, sales data, and marketing strategies.

6.2. This confidentiality obligation shall survive the termination of this Agreement.

7. Indemnification

7.1. The Affiliate agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the Affiliate’s participation in the Affiliate Program, including but not limited to any breach of this Agreement or any wrongful or negligent act or omission by the Affiliate.

8. Limitation of Liability

8.1. The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement or the Affiliate’s participation in the Affiliate Program, even if the Company has been advised of the possibility of such damages.

8.2. In no event shall the Company’s total liability to the Affiliate exceed the total amount of commissions paid or payable to the Affiliate under this Agreement.

9. Independent Contractor

9.1. The Affiliate is an independent contractor and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

10. Governing Law and Dispute Resolution

10.1. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law principles.

10.2. Any disputes arising out of or related to this Agreement shall be resolved through good faith negotiations between the parties. If the parties are unable to resolve the dispute through negotiations, either party may submit the dispute to mediation or arbitration in United Kingdom.

11. Amendments

11.1. The Company reserves the right to modify or amend this Agreement at any time. The Affiliate will be notified of any changes via email or through the Affiliate Program portal. Continued participation in the Affiliate Program after any such changes shall constitute the Affiliate’s acceptance of the modified terms.

12. Entire Agreement

12.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations, whether oral or written, related to the subject matter hereof.

By submitting the Affiliate Program application, the Affiliate acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.

Company Contact Information:

Infinity3 Ltd

Halton Mill, Mill Lane, Halton, Lancaster, Lancashire, LA2 6ND

[email protected]