Affiliate Terms And Conditions

This agreement (“Agreement) is made between Formilla, LLC (“Formilla.com”), and the Affiliate, (and collectively, the “Affiliates”) for participation in Formilla.com’s affiliate program. If Affiliate does not want to participate in the affiliate program, please disregard the following agreement and do not activate the affiliate program.

Affiliate wishes to include certain materials promoting Formilla.com, and to include a link to Formilla.com’s website within those materials on Affiliate’s website;

Now therefore, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Affiliates agree as follows:

Promotional Materials

Formilla.com shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”). The Promotional Materials shall contain unique affiliate link(s) which redirect to the Formilla.com website with a unique affiliate code assigned to the Affiliate (“Referral link”). This information is saved on the computer of the visitor, who enters the Formilla.com website thru the Referral link, in the form of a cookie which is active for the period of 90 days. Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Formilla.com’s website, as specified by Formilla.com.
Use of Promotional Materials

The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:
- Affiliate may not use any graphic, textual or other materials to promote Formilla.com’s website, products or services other than the Promotional Materials, unless Formilla.com agrees to such other materials in writing prior to their display.
- Affiliate may only use the Promotional Materials for the purpose of promoting Formilla.com’s website (and the products and services available thereon), and for linking to Formilla.com’s website.
- Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Formilla.com. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Formilla.com for such alteration of modification.
- The Promotional Materials will be used to link only to Formilla.com’s website, to the specific page(s) and address as specified by Formilla.com.
License

Formilla.com hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
Intellectual Property

Formilla.com retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
Relationship of Affiliates

This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Formilla.com and Affiliate. Affiliate shall provide services for Formilla.com as an independent contractor. Affiliate shall have no authority to bind Formilla.com into any agreement, nor shall Affiliate be considered to be an agent of Formilla.com in any respect.
Commissions

In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, Formilla.com shall pay to Affiliate a commission (the “Commission”) in the amount of a percentage of product sold to a user that accesses Formilla.com’s website through a link on Affiliate’s website. The Affiliate's commission percentage is posted in the Affiliate Dashboard and applies to net income (as defined below). This percentage is subject to change by Formilla.com at any time. Notification to Affiliate of any change in commission percentage will be given by Formilla.com at the email address on hand for the Affiliate. Commission will be based on purchases made by a user for any new and recurring purchases for the life of the subscription, under the following specifications:
- Net Income means total income from customer paid to Formilla.com. For example, if a customer purchases service at $24.99 a month, and the Affiliate receives 25% commission, it would amount to approximately $6.25 each month for the life of the customer’s paid subscription. If a customer purchases a one or two year subscription to take advantage of a discount (e.g. 20% off), Affiliate account balance will reflect the full Commission owed, although the amount permitted for withdrawal will be accrual-based, dependent on the portion of the one or two year subscription that has already been serviced by Formilla.com. Formilla.com processes Commissions in this manner to allow customers to request refunds for long-term subscriptions, under circumstances deemed appropriate by Formilla.com.
- For a sale of Formilla.com service to generate a Commission, the customer must use a browser that has its cookies setting enabled, follow a Referral link, and purchase Formilla.com service and remit full payment to Formilla.com.
- The Commission is tracked through the use of cookies. If it is not possible to track traffic from the Affiliate's site to the Formilla.com website because the visitor is not using cookies or uses cookie-blocking software, Formilla.com is only responsible for paying commissions on sales that can be traced back to the Affiliate.
- The Affiliate whose Referral link was clicked on last by a customer will get Commission for the sale.
- All determinations of whether a Commission is payable to an Affiliate will be made by Fomilla.com in its sole discretion, and will be final and binding on both Formilla.com and Affiliate.
- All referrals will receive the Commission Rate reflected in the Affiliate's account, with some exceptions. Shopify, Weebly, and Wix referrals will not result in a commission, as these platform are not eligible under this Agreement.
- If the Affiliate Account Balance exceeds $50 USD of accrued earnings (see above for details), Affiliate may request withdrawal of funds from their account at any time.
- All payments made by Formilla.com under this agreement are deemed inclusive of any VAT or other tax payable and will be paid in USD with PayPal. Any fees connected with withdrawing funds e.g. PayPal transaction fee, shall be assumed by Affiliate.
Formilla.com shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate will have access to view various statistics through the affiliate area in Formilla.com.

Commissions are held for a period of at least two months (even if accrued by Affiliate) from any purchase, to protect Formilla.com in the event of any chargebacks that may occur. Formilla.com shall pay all Commissions accrued and payable to Affiliate within 7 days of written request to Formilla.com.

Any Commissions not withdrawn by Affiliate in over two years will expire and therefore be forfeited.

In the event that Affiliate materially breaches this Agreement and Formilla.com terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Formilla.com shall not be obligated to pay such Commissions to Affiliate.
Affiliate’s Representations and Warranties

Affiliate represents and warrants the following:
- Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement. By registering with the affiliate program, Affiliate agrees to be bound by these Terms and Conditions and confirm that you are at least 18 years of age and are lawfully fit and able to accept these Terms and Conditions.
- If Affiliate is participating in the affiliate program on behalf of any legal entity or corporation, you further represent and warrant that you are rightfully authorized to accept these Terms and Conditions and enter into an agreement on such entity's behalf.
- Formilla.com reserves the right in its sole discretion at any time to refuse to anyone’s participation in the affiliate program and change any of the Terms and Conditions. You agree that your participation in the affiliate program after the date when the updated Terms and Conditions come into effect establishes an agreement based on the amended Terms and Conditions and will apply to your participation in the affiliate program from that point forward.
- Affiliate’s website does not contain any materials that are:
  1. Sexually explicit, obscene, or pornographic;
  2. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
  3. Graphically violent, including any violent video game images; or
  4. Solicitous of any unlawful behavior
- Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
- Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
- Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
- Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference Formilla.com or Formilla.com’s website unless Formilla.com gives prior written consent to the distribution of such materials. Affiliate will not use Formilla.com’s name (or any name that is confusingly similar to Formilla.com’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Formilla.com’s website as specified in this Agreement. Affiliate will not register any domain name that incorporates Formilla.com’s name, or that is confusingly similar to Formilla.com’s name.
- Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Formilla.com or Formilla.com’s website.
- Affiliate will not attempt to artificially inflate referral Commissions. If Formilla.com suspects artificial manipulation of referrals, it will result in immediate termination of this Agreement and Affiliate will forfeit all outstanding Commissions.
Indemnification

Affiliate shall indemnify Formilla.com and hold harmless Formilla.com from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 7 above. Affiliate shall also indemnify and hold harmless Formilla.com for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
Confidentiality

Any information that Affiliate is exposed to by virtue of its relationship with Formilla.com under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Formilla.com.
Term
1. This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.
2. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.
Taxes

Formilla.com shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Formilla.com as set forth in this Agreement. Formilla.com shall not withhold any taxes from the Commissions paid to Affiliate.
Limitation of Liability

Formilla.com shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Formilla.com was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.
Counterparts

This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
Severability

If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
Headings

The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
Entire Agreement

This Agreement constitutes the entire agreement between Formilla.com and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

Affiliate Terms And Conditions

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