This agreement (the "Agreement") is made between Shortcut Labs
AB (the "Company"), and the Affiliate, and collectively, (the
"Parties") for participation in The Company’s affiliate
program. If Affiliate does not want to participate in the
affiliate program, please disregard the following agreement.
Affiliate wishes to include certain materials promoting
Company, and to include a link to Company’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 Parties agree as follows:
Company 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"). Affiliate
shall display the Promotional Materials on Affiliate’s
website/s, app/s and/or other software (the “Affiliate’s
Assets”) 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 Company’s
website or app, as specified by Company.
Use of Promotional Materials.
The Affiliate’s use and display of the Promotional
Materials on the Affiliate’s Assets shall conform to the
following terms, conditions and specifications:
Affiliate may not use any graphic, textual or other
materials to promote Company’s website, products or
services other than the Promotional Materials, unless
Company agrees to such other materials in writing prior
to their display.
Affiliate may only use the Promotional Materials for
the purpose of promoting Company’s website (and the
products and services available thereon), and for
linking to Company’s website or app.
Affiliate will not alter, add to, subtract from, or
otherwise modify the Promotional Materials as they are
prepared by Company. If Affiliate wishes to alter or
otherwise modify the Promotional Materials, Affiliate
must obtain prior written consent from Company for such
alteration of modification.
The Promotional Materials will be used to link only to
Company’s website or app, to the specific page and
address as specified by Company.
- License. Company 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
- Intellectual Property. Company 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 Parties. This Agreement shall not be
construed to create any employment relationship, agency relationship, or
partnership between Company and Affiliate. Affiliate shall provide services for
Company as an independent contractor. Affiliate shall have no authority to bind
Company into any agreement, nor shall Affiliate be considered to be an agent of
Company in any respect.
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, Company shall pay to
Affiliate a commission (the “Commission”) in the amount of a percentage of
product sold to a user that accesses Company’s website or app through a link on
Affiliate’s Assets (“Referred Sale”). Percentage is either 10% or 20% based on
the amount of Company’s main product Flic sold through Referred Sales during
one calendar quarter (“Flic Sold”). If Flic Sold is below 2000 the percentage
is 10%. If Flic Sold is 2000 or more, the percentage is 20%. After each
calendar quarter, Flics Sold will be reset to 0.
The calculation of the Commission in section 6a is
subject to change by the Company at any time.
Notification to Affiliate of any change in
commission percentage will be given by Company at
the email address on hand for the Affiliate.
Company shall keep accurate and up-to-date records of the
data used to determine the total amount of Commissions owed to Affiliate.
Affiliate shall be given reasonable access to these records upon request. Any
discrepancy between the amount of Commissions owed according to these records,
and the actual amount of Commissions paid to Affiliate in any period or periods
shall be rectified by Company within 14 days of discovering such discrepancy.
Commissions are held for a period of 1 month from any purchase to protect
Company in the event of any chargeback that may occur. Company shall pay all
Commissions accrued and payable to Affiliate within 7 days of the first day of
each calendar quarter (the “Commission Payment Date”). If on any Commission
Payment Date, the amount of total Commissions accrued and payable to Affiliate
is less than $20 USD, then such accrued and payable balance shall be held over
to the following quarter, and paid together with the Commissions due for that
quarter. If at any time, the balance of accrued and payable Commissions is held
over for 2 consecutive quarters, then Company shall pay all accrued and payable
Commissions to Affiliate in the third quarter, regardless of the total amount
owed. Payment is made via the Affiliate PayPal account.
- In the event that
Affiliate materially breaches this Agreement and Company terminates this
Agreement within 30 days of such breach, then any accrued and payable
Commissions owing to Affiliate shall be forfeited, and Company 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
Affiliate’s Assets does not contain any materials that are:
- Sexually explicit, obscene, or pornographic;
Offensive, profane, hateful, threatening,
harmful, defamatory, libelous, harassing,
or discriminatory (whether based on race,
ethnicity, creed, religion, gender, sexual
orientation, physical disability, or
- Solicitous of any unlawful behavior
- Affiliate has obtained any necessary
clearances, licenses, or other permission for any
intellectual property used on Affiliate’s Assets. Nothing
on Affiliate’s Assets 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
- Affiliate will not publish or otherwise
distribute any advertising materials for Affiliate’s Assets
that reference Company or Company’s website, apps or
products unless Company gives prior written consent to the
distribution of such materials. Affiliate will not use
Company’s name or Company’s products’ names (or any name
that is confusingly similar to such) for any purpose on its
website, in its promotional materials, or in any other
context except to promote Company’s website or app as
specified in this Agreement. Affiliate will not register
any domain name that incorporates Company’s name or
Company’s products’ names, or that is confusingly similar
- Affiliate will not engage in the distribution
of any unsolicited bulk emails (spam) in any way mentioning
or referencing Company, Company’s products, Company’s
website or Company’s app.
- Indemnification. Affiliate shall indemnify
Company and hold harmless Company 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
Company for any damage, loss or other cost arising out of
the use or misuse by Affiliate of the Promotional
- Confidentiality. Any information that
Affiliate is exposed to by virtue of its relationship with
Company 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
This Agreement shall take effect immediately, and
shall remain in full force and effect indefinitely,
or until terminated pursuant to this Section 10.
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
Company shall not be responsible for any taxes owed by Affiliate
arising out of Affiliate’s relationship with Company as set forth in this
Agreement. Company shall not withhold any taxes from the Commissions paid to
Limitation of Liability.
Company 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 Company 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.
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.
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.
The headings for section herein are for
convenience only and shall not affect the meaning of the provisions of this
Entire Agreement. This Agreement constitutes the entire
agreement between Company 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.