Affiliate Program Operating Agreement

The purpose of the Program is to permit you to advertise Products on your site and to earn advertising fees OR commissions for Qualifying Purchases (defined in Section 7) made by your end users. A "Product" is any item sold on the Partner Website, other than any products that are explicitly defined as excluded products here (collectively, "Excluded Products"). Product may also include certain services, if any, expressly included on the Affiliate Program Commissions Schedule. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program ("Content"). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the Partner Site.

To begin the enrollment process, you must submit a complete and accurate Program application. You must identify your site in your application. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application in our sole discretion including if we determine that your site is unsuitable. Unsuitable sites include those that:

• (a) promote or contain sexually explicit materials;
• (b) promote violence or contain violent materials;
• (c) promote or contain libelous or defamatory materials;
• (d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
• (e) promote or undertake illegal activities;
• (f) include any trademark of GoAffPro, its Partner Sites or its affiliates, or a variant or misspelling of a trademark of GoAffPro, its Partner Sites or its affiliates, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site; or
• (g) otherwise violate intellectual property rights.

If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Operating Agreement at any time in our sole discretion.

You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Operating Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

After you have been notified that you have been accepted into the Program, you may display Special Links on your site. "Special Links" are links to the Partner Site that you place on your site in accordance with this Operating Agreement, that properly utilize the special "tagged" link formats we provide, and that comply with the Affiliate Program Linking Requirements. Special Links permit accurate tracking, reporting, and accrual of advertising fees.

You may earn advertising fees only as described in Section 7 and only with respect to activity on the Partner Site occurring directly through Special Links. We will have no obligation to pay you advertising fees if you fail to properly format the links on your site to the Partner Site as Special Links, including to the extent that such failure may result in any reduction of advertising fee amounts that would otherwise be paid to you under this Operating Agreement.

If you wish to include Special Links in a software application designed and intended for use on mobile phones, tablets, or other handheld devices ("Mobile Application"), you must include the name of the Mobile Application and the link to your Mobile Application in your application to the Program. The suitability and other requirements of this Section 3 and the Mobile Application Policy will apply to Mobile Applications. We will evaluate your application and notify you of its acceptance or rejection. A Mobile Application that is accepted will be an "Approved Mobile Application" for the purposes of this Agreement.

Special Links displayed in Approved Mobile Applications may be served by the Affiliate API or Partner API ("Affiliate API") or the Product Advertising API, including any Special Links displayed within an integrated web browser and must use the Affiliate ID we have assigned to you expressly for your Approved Mobile Applications.

By participating in the Program, you agree that you will comply with the Affiliate Program Participation Requirements and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Operating Agreement (collectively, "Operational Documentation").

You will provide us with any information that we request to verify your compliance with this Operating Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction described on the Associates Program Participation Requirements page or any other Operational Documentation or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us): (a) withhold any advertising fees payable to you under this Operating Agreement; (b) close any other accounts you may have or may open in the future, without payment of any advertising fees; (c) terminate this Operating Agreement; or (d) undertake all of the above actions. In addition, you hereby consent to us:

• sending you emails relating to the Program from time to time;
• monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links (e.g., that a particular customer clicked through a Special Link from your site before buying a Product on the Partner Site) in accordance with the Privacy Notice; and
• monitoring, crawling, and otherwise investigating your site to verify compliance with this Operating Agreement and the Operational Documentation.

You will be solely responsible for your site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:

• the technical operation of your site and all related equipment;
• displaying Special Links and Content on your site in compliance with this Operating Agreement and the Operational Documentation and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);
• creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links);
• using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);
• using the Content, your site, and the materials on or within your site in a manner that is not harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous or otherwise in any manner whatsoever;
• disclosing on your site accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors' browsers; and
• any use that you make of the Content and the GoAffPro Marks, whether or not permitted under this Operating Agreement.

We will have no liability for these matters or for any of your end users' claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Operating Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Operating Agreement or any Operational Documentation; or (e) your or your employees' negligence or willful misconduct.

We will process Product orders placed by customers who follow Special Links from your site to the Partner Site. We reserve the right to reject orders that do not comply with any requirements on the Partner Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for reporting and advertising fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases.

We will pay you advertising fees on Qualifying Purchases in accordance with Section 8 and the Affiliate Program Commissions Schedule. In the event any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent advertising fees payable to you under this Operating Agreement. Subject to the exclusions set forth below, a "Qualifying Purchase" occurs when (a) a customer clicks through a Special Link on your site to the Partner Site; (b) during a single Session that the customer adds a Product to his or her shopping cart and places the order for that Product no later than 89 days following the customer's initial click-through; or (c) the Product is shipped to, and paid for by, the customer.

12HourFits uses a tiered affiliate commission structure based on qualifying sales. Affiliate tier levels are Bronze, Silver, and Gold. Commission rates for each tier are determined by the current 12HourFits Affiliate Commission Schedule displayed in the affiliate portal. Affiliates earn commissions only on qualifying purchases properly tracked through their approved affiliate referral link or approved affiliate coupon code.

• Bronze Tier: 0–10 qualifying sales
• Silver Tier: 11–30 qualifying sales
• Gold Tier: 31+ qualifying sales

Commissions are calculated on qualifying merchandise sales and exclude shipping charges, taxes, refunds, returns, chargebacks, fraudulent transactions, canceled orders, and other non-qualifying purchases.

A "Session" begins when a customer clicks through a Special Link on your site to the Partner Site and ends upon the first to occur of the following: (x) 24 hours elapses from that click; (y) the customer places an order for a Product; or (z) the customer follows a Special Link to the Partner Site that is not your Special Link.

Qualifying Purchases exclude, and we will not pay advertising fees on any of, the following:

• any Product that, after expiration of the applicable Session, is added to a customer's Shopping Cart, or is streamed or downloaded by a customer, even if the customer previously followed a Special Link from your site to the Partner Site;
• any Product purchase that is not correctly tracked or reported because the links from your site to the Partner Site are not properly formatted;
• any Product purchased through a Special Link by you or on your behalf, including Products you purchase through Special Links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity);
• any Product purchased for resale or commercial use of any kind;
• any Product purchased after termination of this Operating Agreement;
• any Product order where a cancellation, return, or refund has been initiated; and
• any Product purchased by a customer who is referred to the Partner Site through any of the following:
  • a Prohibited Paid Search Placement; or
  • a link to the Partner Site, including a Redirecting Link, that is generated or displayed on a Search Engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.
• any Qualifying Purchase wherein you have offered any person or entity any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Special Links (e.g., by implementing any “rewards” or loyalty program that incentivizes persons or entities to visit the Partner Site via your Special Links).
• any Product purchased through a Special Link in a Mobile Application that was not an Approved Mobile Application or where the Special Link in an Approved Mobile Application was not served by the AMA API, Product Advertising API or other linking tools that we make available to you.
• any Qualifying Purchase, which takes place in India, made through a mobile device or tablet wherein:
  • Pay-Per-Click advertising is strictly prohibited.
  • any Qualifying purchase wherein the affiliate has posted links or their coupon code on "coupon website" are strictly prohibited. For definition of a coupon website see below
  • Posting coupon offers on your website with “reveal the coupon code” or similar phrase that stimulates visitor to click to reveal a coupon code and go to the Partner's site is prohibited.
  • the mobile application of the Partner Site is pre-loaded by the original equipment manufacturer ("OEM") on the device or tablet; or
  • the mobile application of the Partner Site is installed through a maintenance release or firmware update or firmware based notifications sent by the OEM or the notification partner; or
  • the mobile application of the Partner Site is installed from a source other than Google Play store or iOS App Store

"Coupon Website"

Whether you are classified as a Coupon Affiliate shall be determined by the Partner in its sole discretion. Factors that may lead to classification as “Coupon Affiliate” include, but are not limited:

• the presence of coupon offerings, especially from many different merchants, on the Affiliate's website, especially if such coupons represent many different merchants and/or are indexed or are organized in a directory;
• the presence of certain words (or variations or misspellings thereof) in the website's URL or prominently featured in the website's content, such as “coupons,” “deals” or “savings”;
• a website that is focused on other merchants and the discounts or promotions offered by them, rather than on products, and that features little original, human-generated content.

"Prohibited Paid Search Placement" means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. "Proprietary Term" means keywords, search terms, or other identifiers that include the word "goaffpro," or any other trademark of GoAffPro or its affiliates, or variations or misspellings of any of those words (e.g., "goaffpor"). "Redirecting Link" means a link that sends users indirectly to the Partner Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. "Search Engine" means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.

12HourFits pays approved affiliate commissions on a monthly basis. Eligible commissions will generally be paid between the 5th and 7th of each month, following the applicable commission validation period. Commissions may be held for at least 30 days to allow time for order verification, returns, refunds, cancellations, disputes, and chargebacks. Commissions associated with returned, refunded, canceled, fraudulent, disputed, or charged-back orders are not eligible for payment. If a commission has already been credited or paid on an ineligible transaction, 12HourFits reserves the right to deduct or offset that amount from future commissions. Affiliates are responsible for maintaining accurate payment and contact information in their affiliate account. U.S. affiliates may be required to provide a completed Form W-9 and any other required tax information before payment is issued. Affiliates are responsible for reporting and paying any taxes applicable to commissions they receive. Payment methods, minimum payout requirements, and other payout procedures, if applicable, will be displayed in the 12HourFits Affiliate Portal or communicated directly to affiliates. 12HourFits reserves the right to delay or withhold payment while investigating suspected fraud, program abuse, violations of this Agreement, or other questionable activity.

Customers who buy products through this Program are customers of the Partner Site with respect to all activities they undertake in connection with the Partner Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Partner Site will apply to those customers, and the same may be changed at any time.

• Affiliates must clearly and conspicuously disclose their relationship with 12HourFits whenever promoting 12HourFits products, links, discount codes, or other promotional content.
• Affiliates must comply with applicable Federal Trade Commission (FTC) endorsement and advertising disclosure requirements.
• Appropriate disclosures may include #ad, #12HourFitsPartner, "I earn a commission from qualifying purchases," or another clear statement that informs consumers that the affiliate may receive compensation from purchases made through their link or code.
• Disclosures must be easy to notice and understand and should appear near the affiliate link, promotional message, video, post, or other endorsement.
• Affiliates may not represent themselves as employees, agents, owners, or official representatives of 12HourFits. Affiliates may identify themselves as a 12HourFits Affiliate, Brand Ambassador, or Partner as applicable.
• Affiliates may not make false, misleading, or unapproved claims regarding 12HourFits, its products, pricing, discounts, or promotions.

Subject to this Operating Agreement, 12HourFits grants approved affiliates a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to use approved 12HourFits logos, product images, promotional materials, trademarks, and other brand assets solely for the purpose of promoting 12HourFits through the Affiliate Program.

• Affiliates may use only brand assets and promotional materials provided or approved by 12HourFits.
• Affiliates may not alter, distort, misrepresent, imitate, or misuse the 12HourFits name, logos, trademarks, product images, or other brand assets.
• Affiliates may not register or use any domain name, social media handle, business name, advertisement, or other identifier that could reasonably cause confusion as to whether the affiliate is 12HourFits or is officially operated by 12HourFits.

This license immediately terminates when an affiliate leaves or is removed from the Affiliate Program. Upon termination, the affiliate must stop using all 12HourFits brand assets and remove them from any promotional channels under the affiliate's control.

12HourFits retains all right, title, and interest in and to its trademarks, logos, product designs, brand names, website content, promotional materials, photographs, graphics, and other intellectual property. Participation in the Affiliate Program does not transfer ownership of any 12HourFits intellectual property to an affiliate.

Except for the limited rights expressly granted in Section 11, affiliates receive no ownership interest or other rights in the 12HourFits brand, products, trademarks, or other intellectual property. 12HourFits reserves the right to require the removal or correction of any affiliate content that misuses the brand, violates these terms, creates customer confusion, or otherwise harms the reputation of 12HourFits.

Affiliates must comply with all applicable federal, state, and local laws, rules, regulations, and advertising requirements that apply to their participation in the 12HourFits Affiliate Program. This includes, without limitation, applicable Federal Trade Commission (FTC) endorsement and disclosure requirements, intellectual property laws, privacy laws, anti-spam laws, consumer protection laws, and any rules applicable to the affiliate's promotional methods or marketing channels.

Affiliates are solely responsible for ensuring that their promotional content, advertising practices, communications, disclosures, and business activities comply with applicable law. 12HourFits may suspend or terminate an affiliate account if it reasonably believes the affiliate has violated applicable law, regulatory requirements, or the terms of this Operating Agreement.

This Operating Agreement begins when an affiliate is accepted into the 12HourFits Affiliate Program and continues until terminated by either the affiliate or 12HourFits. Either party may terminate participation in the Program at any time, with or without cause, by providing notice to the other party. 12HourFits may immediately suspend or terminate an affiliate account for fraud, abuse of the Program, violation of this Agreement, misuse of the 12HourFits brand, misleading advertising, unauthorized coupon activity, failure to make required disclosures, or conduct that may harm the reputation or interests of 12HourFits.

Upon termination, the affiliate must immediately stop using 12HourFits affiliate links, discount codes, trademarks, logos, promotional materials, and other brand assets. 12HourFits may withhold unpaid commissions for a reasonable period after termination to allow for verification of returns, refunds, chargebacks, cancellations, fraud, or other adjustments. Termination does not eliminate any obligations, liabilities, or payment adjustments that arose before the termination date.

12HourFits reserves the right to modify, update, or change the terms of this Operating Agreement, the Affiliate Program rules, commission structure, tier requirements, payout procedures, promotional requirements, or other Program policies from time to time. Material changes may be communicated through the 12HourFits Affiliate Portal, by email, or through another reasonable form of notice. Continued participation in the 12HourFits Affiliate Program after the effective date of any change constitutes acceptance of the updated terms. If an affiliate does not agree with a modification, the affiliate may discontinue participation in the Program.

Affiliates participate in the 12HourFits Affiliate Program as independent contractors. Nothing in this Operating Agreement creates an employment, partnership, joint venture, agency, franchise, sales representative, or other employment-type relationship between the affiliate and 12HourFits. Affiliates have no authority to make commitments, representations, warranties, contracts, or agreements on behalf of 12HourFits. Affiliates are solely responsible for their own business expenses, taxes, insurance, equipment, marketing activities, and compliance obligations associated with their participation in the Program. Participation in the Program does not entitle an affiliate to employee wages, benefits, reimbursement, workers' compensation, unemployment benefits, or any other employee-related compensation or protections from 12HourFits.

To the fullest extent permitted by applicable law, 12HourFits will not be liable to an affiliate for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to participation in the Affiliate Program. This includes, without limitation, loss of profits, revenue, business opportunities, goodwill, data, or anticipated commissions, even if 12HourFits has been advised of the possibility of such damages. 12HourFits does not guarantee any minimum level of sales, traffic, earnings, commissions, or business results from participation in the Affiliate Program. To the fullest extent permitted by law, the total liability of 12HourFits arising out of or relating to the Affiliate Program or this Operating Agreement will not exceed the total commissions actually paid or payable to the affiliate during the twelve months immediately preceding the event giving rise to the claim.

Participation in the 12HourFits Affiliate Program is provided on an "as is" and "as available" basis. 12HourFits does not guarantee that the Affiliate Program, affiliate tracking, referral links, coupon tracking, reporting, website access, or related systems will always be uninterrupted, error-free, or available at all times. 12HourFits does not guarantee any minimum number of sales, referrals, clicks, commissions, earnings, or other results from participation in the Affiliate Program. Affiliates participate in the Program at their own discretion and are responsible for their own marketing decisions, expenses, promotional activities, and business results. To the fullest extent permitted by applicable law, 12HourFits disclaims all warranties, express or implied, relating to the Affiliate Program, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. 12HourFits is not responsible for losses resulting from third-party platforms, social media services, payment processors, affiliate tracking technology, internet outages, system interruptions, or other circumstances outside the reasonable control of 12HourFits.

This Operating Agreement and participation in the 12HourFits Affiliate Program shall be governed by and interpreted in accordance with the laws of the State of Wisconsin, without regard to its conflict-of-law principles. Any legal action or proceeding arising out of or relating to this Operating Agreement or the 12HourFits Affiliate Program shall be brought in a court of competent jurisdiction located in the State of Wisconsin, and the parties consent to the jurisdiction of such courts. Nothing in this section prevents 12HourFits from seeking temporary, injunctive, or other equitable relief when necessary to protect its trademarks, intellectual property, confidential information, or other legal rights.

This Operating Agreement, together with any commission schedules, payout policies, promotional guidelines, and other Affiliate Program rules provided by 12HourFits, constitutes the entire agreement between the affiliate and 12HourFits regarding participation in the Affiliate Program. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Failure by 12HourFits to enforce any provision of this Agreement does not constitute a waiver of that provision or any other right. Affiliates may not assign or transfer their rights or obligations under this Agreement without prior written approval from 12HourFits. 12HourFits may assign or transfer its rights or obligations under this Agreement in connection with a merger, sale, reorganization, or transfer of its business or assets. Affiliates must keep any non-public business, commission, promotional, operational, or program information received from 12HourFits confidential unless disclosure is authorized or required by law. Program notices may be provided by email, through the 12HourFits Affiliate Portal, or through another reasonable method of communication. Section headings are provided for convenience only and do not affect the interpretation of this Agreement.