Affiliate Terms and Conditions

BLCKTEC AFFILIATE TERMS AND CONDITIONS

Last Updated: October 24, 2024

1. Introduction

These Affiliate Terms and Conditions (the “Affiliate Terms”), updated and effective as of the date listed above, along with BLCKTEC’s (“BLCKTEC,” “we,” “us,” or “our”) Affiliate Marketing Guidelines, Terms of Service, and Privacy Policy, which are incorporated herein and made a part of these Affiliate Terms by reference, apply to and govern your (“you,” “your”) relationship with BLCKTEC as an affiliate promoter, endorser, or marketer (each an “Affiliate”) of our goods and services (collectively, “Products”).

To the extent that any part of these Affiliate Terms conflicts with our Affiliate Marketing Guidelines, Terms of Service, or Privacy Policy, these Affiliate Terms shall control. For purposes of these Affiliate Terms, “Affiliate Services” means the sale of any of our Products, or rendering of promotional or endorsement services, by an Affiliate on social media or other platforms, including without limitation, TikTok and Instagram, for BLCKTEC.

Please read these Affiliate Terms, our Affiliate Marketing Guidelines, our Terms of Service, and our Privacy Policy carefully, as they form a binding agreement between you and BLCKTEC and affect your legal rights, responsibilities, and obligations. If you do not wish to be bound by our guidelines, terms, or policies, or any future modifications to any part thereof, you may not participate or serve as our Affiliate. Your compliance with these agreements is a material condition of your serving as an Affiliate and BLCKTEC’s obligations to compensate you for Affiliate Services. By rendering Affiliate Services, you consent to be bound by these terms.

By serving or applying to serve as our Affiliate, you acknowledge and agree that we reserve the right to modify these Affiliate Terms at any time. You further agree that serving or applying to serve as our Affiliate shall be considered acceptance of these Affiliate Terms, as may be amended from time to time, and that we may, at our sole and absolute discretion, cancel, change, suspend, or modify any aspect of any Affiliate program at any time, without prior notice.

2. Affiliate Eligibility

To be our Affiliate, you must apply to be an Affiliate through the appropriate social media channels (e.g., TikTok Shop) or via our website through our Ambassador Program.

You must also be:

  1. A legal resident of the fifty (50) United States or District of Columbia;
  2. At least eighteen (18) years of age; and
  3. If you are providing Affiliate Services on TikTok, an eligible and approved TikTok Shop Creator in accordance with TikTok’s applicable policies, including without limitation, the TikTok Shop Creator Eligibility Policy, which covers the requirements TikTok users must meet to qualify for TikTok Shop Creator e-commerce permissions.

We may also invite you to be our Affiliate at our sole discretion.

We reserve the right to deny any application to serve as our Affiliate and dismiss any Affiliate for any reason, at any time, with or without notice. You understand and agree that you are strictly prohibited from serving as our Affiliate if: (i) You do not meet any of the foregoing criteria; (ii) Your role as our Affiliate would violate any legal obligation you owe to a third party or other applicable law; or (iii) You fail to adhere to or comply with these Affiliate Terms or any part thereof.

3. Affiliate Representations, Warranties, and Covenants

By serving as our Affiliate, you represent, warrant, and agree:

  • You will provide and perform Affiliate Services to BLCKTEC’s satisfaction, as needed or requested by BLCKTEC, and in a first-class, skillful, appropriate, reasonable, and competent manner, exercising due and customary professional care at all times.

  • Your rendition of Affiliate Services is in your capacity as an independent contractor. Nothing contained in these Affiliate Terms, and no course of dealing between us, shall be construed as establishing an employment, partnership, or joint venture relationship between you and BLCKTEC. As such, you shall not have any right to bind BLCKTEC to any commitment or obligation of any kind, and any such attempted commitment shall be deemed null and void.

  • You will not render any Affiliate Services on any platform that we have not approved or that are otherwise unlawful, including but not limited to platforms that infringe on the intellectual property rights of any third party, contain malware, or promote illegal activities, violence, obscenity, harassment, or discrimination.

  • You may not and will not engage any “sub-affiliates” or other third parties to provide any Affiliate Services, participate in any Program, or otherwise fulfill any obligation under these Affiliate Terms on your behalf. No one may participate in any Program or serve as an Affiliate without our approval.

  • You may not and will not market toward minors, target minors, or knowingly collect information from minors.

  • You will not render any Affiliate Services by emailing, texting, or calling any consumer, or sending unsolicited messages (i.e., direct or instant messages) to social media users, unless BLCKTEC has given its prior written consent for and explicitly approved such action.

  • You have read, understand, accept, and will comply with any and all Federal Trade Commission (“FTC”) guidance related to advertising and endorsements, including but not limited to the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and Disclosures 101 for Social Media Influencers, as may be modified from time to time or hereinafter created (collectively, “FTC Guides”). This includes making certain disclosures in accordance with the FTC Guides.

  • Any content or materials that you create to provide or perform the Affiliate Services, including but not limited to any text, posts, statements, photographs, videos, or other user-generated content (collectively, “Affiliate Content”) will be wholly original and created by you, and will not infringe upon any copyright, trademark, patent, right of publicity or privacy, or any other proprietary rights of any person or entity.

  • If we provide any Products to you, you will use those Products only in connection with the Affiliate Services or for your own personal use. You will not resell such Products to any third parties or use such Products as promotional items in giveaways, contests, or sweepstakes, without our prior written approval.

  • You have the right, power, and authority to agree to these Affiliate Terms, and neither your agreement to the Affiliate Terms, nor the performance of any Affiliate Services by you, will conflict with or result in a breach of any contract or legal obligation.

  • You will not dishonestly disparage or make any false, misleading, or otherwise defamatory comment(s) about BLCKTEC or our employees, agents, directors, officers, affiliates, or Products.

  • You will comply with all applicable federal, state, and local laws, rules, regulations, administrative guidelines, and orders, as well as all third-party websites or platforms where Affiliate Services are provided (such as Instagram and TikTok).

  • You have read, understand, and will comply with our Affiliate Marketing Guidelines (the “Affiliate Guidelines”).

  • You will adhere to all policies and procedures of BLCKTEC with respect to professional behavior and overall conduct.

  • BLCKTEC has the right to review and approve all Affiliate Content and may require you to modify or take down any Affiliate Content at any time. You will comply with such requests immediately.

4. Compensation

In exchange for your provision of Affiliate Services, you will be eligible to earn commissions. Commissions will be based on the amount of Product sales generated by your Affiliate Content and may vary for each of our Products. Commissions will be paid to you within a reasonable period of time.

You understand and agree that we may change the rate of any commission at our sole discretion from time to time. Commissions will not be paid for any Product sales effectuated by dishonest, fraudulent, deceptive, misleading, or otherwise unlawful means.

5. BLCKTEC’s Intellectual Property

You acknowledge and agree that our intellectual property, including without limitation, all patents, trademarks, copyrights, trade secrets, and other confidential or proprietary rights (“BLCKTEC IP”), is the sole and exclusive property of BLCKTEC or our licensors. As an Affiliate, you are granted a limited, temporary, revocable license to use the BLCKTEC IP in connection with performing your role as an Affiliate subject to the terms and conditions of these Affiliate Terms.

No Affiliate shall acquire any ownership interest in any BLCKTEC IP. Any goodwill derived from any use of BLCKTEC IP inures to the benefit of BLCKTEC or its licensors.

6. Grant of License by Affiliate

In exchange for the good and valuable consideration conferred to you under these Affiliate Terms, you agree to and hereby grant BLCKTEC the irrevocable, worldwide, royalty-free, fully-paid up, non-exclusive, perpetual, sublicensable, and otherwise unlimited right and license to use, reproduce, post, share, distribute, publicly display, and publish your name, nickname, social media handles, voice, video or film portrayals, photograph, likeness, image, and any other means by which you may be recognized (collectively, “Likeness”), as well as any content or materials that may incorporate your Likeness, such as Affiliate Content (collectively, “Promotional Materials”).

7. Release

In exchange for the good and valuable consideration conferred to you under these Affiliate Terms, you further hereby release and hold harmless BLCKTEC, along with its affiliates, officers, directors, employees, subsidiaries, agents, representatives, and assigns from any and all claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected to any dispute between you and any third party.

8. Indemnification

You agree to indemnify, defend, and hold BLCKTEC and its affiliates, officers, directors, employees, subsidiaries, agents, and assigns harmless from and against any and all third-party claims, demands, or lawsuits arising from your provision of the Affiliate Services or violation of these Affiliate Terms.

9. Limitation of Liability

IN NO EVENT SHALL BLCKTEC BE LIABLE TO YOU UNDER THESE AFFILIATE TERMS FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, OR DAMAGE TO REPUTATION.

10. Confidentiality

You agree that you will not disclose any Confidential Information (as defined below) obtained from BLCKTEC. Confidential Information includes any information disclosed by us that is not available to the public.

11. Term and Termination

These Affiliate Terms shall commence as of the Effective Date and continue until terminated by either party. BLCKTEC may terminate these Affiliate Terms at any time, for any reason, with or without notice.

12. Arbitration, Choice of Law, and Venue

Any dispute arising out of or relating to these Affiliate Terms shall be submitted to and settled exclusively by binding arbitration, in accordance with the rules of the American Arbitration Association. The arbitration will be held in the State of California, and the laws of the State of California will govern these Affiliate Terms.

13. Contact Us

If you have any questions regarding these Affiliate Terms or about being our Affiliate, you may contact us at social@blcktec.com.