This Affiliate Program Terms (the “Agreement”) is made between Deep Root Interactive LLC (“Deep Root”) and you, the Affiliate who is agreeing to this Agreement (“you,” or the “Affiliate”). This Agreement governs your participation in the Deep Root Affiliate Program. By participating in the program, you acknowledge that you have read, understood, and agree to be bound by these terms.
1.1. “Affiliate Platform” means the third-party service designated by Deep Root to manage the Affiliate Program, including but not limited to tracking referrals, providing Tracking Methods, and processing payments.
1.2. “Affiliate Program” means Deep Root’s marketing program through which Affiliates can earn Commissions for referring customers to Deep Root’s products and services through the Affiliate Platform.
1.3. “Commission” means the payment made to Affiliate for successful referrals, as described in the Affiliate Platform.
1.4. “Referred Customer” means an individual who makes a qualifying purchase using your Tracking Methods.
1.5. “Tracking Methods” means any affiliate links, promotional codes, or other Affiliate Program-related materials provided by Deep Root directly or through the Affiliate Platform for Affiliate to use in order to track Referred Customers and assign Commissions correctly for successful referrals.
2.1. To participate in the Deep Root Affiliate Program, you must complete the online application process through the Affiliate Platform, agree to the terms of this Agreement (either by physically or electronically signing, by clicking an “I Agree” button, or otherwise), and submit any tax documentation (W-9 for U.S. persons or W-8BEN for non-U.S. persons) required by the Affiliate Platform.
2.2. Deep Root reserves the right to approve or reject any Affiliate application at its sole discretion. Deep Root may also terminate this Agreement at any time if, in Deep Root’s opinion, Affiliate fails to meet the Affiliate Program requirements or violates any terms of this Agreement.
2.3. Affiliate must be at least 18 years old and able to form legally binding contracts.
2.4. You will need to sign up for and maintain an account with the Affiliate Platform, in order to participate in the Affiliate Program, receive Commission payments, and access your Tracking Methods.
3.1. Deep Root will provide Affiliate with access to the Affiliate Platform, where Affiliate can generate and manage their Tracking Methods.
3.2. The Affiliate Platform will automatically track all referrals and associated sales made using the Tracking Methods. Deep Root is not responsible for tracking failures or errors caused by ad blockers, cookie blockers, browser privacy settings, or other technical issues outside Deep Root’s or the Affiliate Platform’s reasonable control.
4.1. Commission rates and structures are set by Deep Root and may be changed at any time at Deep Root’s sole discretion. Current rates and Commission structure will be published in the Affiliate Platform.
4.2. Commissions are calculated based on the net purchase amount after deduction of:
· Sales tax
· Discounts and coupons
· Refunds
· Chargebacks
· Other reasonable deductions as determined by Deep Root and the Affiliate Platform
4.3. Commissions are earned only for valid purchases that are not refunded or charged back within the applicable refund period.
5.1. Commission payments will be processed through the Affiliate Platform according to its standard payment schedule.
5.2. A minimum payout threshold will apply to all Commission payouts, as described in the Affiliate Platform. If your earned Commissions are below this amount, they will roll over to the next payment period until the threshold is met.
5.3. Payments will be made via the method specified in your Affiliate Platform account. Deep Root is not responsible for delayed or lost payments due to incorrect or outdated payment information provided by Affiliate.
5.4. Affiliate is responsible for any taxes owed on Commissions received. Deep Root will provide appropriate tax documentation as required by law.
As an Affiliate, you are required to adhere to the following obligations (in addition to the other obligations under this Agreement):
· Affiliate agrees to accurately represent Deep Root’s products, services, policies, and offerings in all marketing efforts.
· Affiliate must comply with all applicable laws, regulations, and guidelines, including but not limited to advertising laws, FTC endorsement and other guidelines, and data protection regulations.
· Affiliate must clearly disclose their affiliate relationship with Deep Root in all materials which incorporate the Tracking Methods or are related to the Affiliate Program.
· Affiliate must not engage in spam, misleading advertising practices, or any activity that may damage Deep Root’s reputation or brand.
· Affiliate will not bid on or purchase keywords, search terms, or other identifiers containing Deep Root’s trademarks or variations thereof, nor register any domain names containing Deep Root’s trademarks.
7.1. This Agreement remains in effect until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by providing 30 days’ written notice to the other party.
7.2. Deep Root may terminate this Agreement immediately and without notice if Affiliate violates any terms of this Agreement or engages in any fraudulent, abusive, or unethical behavior.
7.3. Upon termination:
· Affiliate’s access to the Affiliate Platform will end;
· Affiliate must immediately cease using all Tracking Methods;
· Affiliate must discontinue representing themselves as a Deep Root Affiliate; and
· Any earned but unpaid Commissions will be paid according to the regular payment schedule, provided Affiliate’s account on the Affiliate Platform is in good standing.
7.4. Deep Root values its reputation and the integrity of its brand. As such, Deep Root reserves the right to immediately terminate this Agreement if Affiliate engages in conduct that, in Deep Root’s sole discretion, could damage Deep Root’s reputation, goodwill, or business relationships.
Such conduct includes, but is not limited to, illegal activities, hate speech, discrimination, harassment, public scandal, or any behavior that is inconsistent with Deep Root’s values and mission. In the event of termination under this clause, Deep Root reserves the right to withhold any unpaid Commissions.
8.1. Deep Root may modify this Agreement at any time by posting updates in the Affiliate Platform or by sending notice to the email address associated with Affiliate’s account.
8.2. Affiliate’s continued participation in the Affiliate Program after such modifications constitutes acceptance of the updated terms.
8.3. If Affiliate does not agree to the modifications, they must terminate their participation in the Affiliate Program.
9.1. The Affiliate Program and Affiliate Platform are provided “as is” and “as available” without warranties of any kind, either express or implied.
9.2. Deep Root does not guarantee any level of earnings or success in the Affiliate Program.
9.3. Deep Root is not liable for any technical issues with the Affiliate Platform, lost or incorrect tracking data, or third-party service interruptions. Affiliate acknowledges that the successful operation of the Affiliate Program depends on third-party services outside of Deep Root’s control.
9.4. To the fullest extent permitted by law, Deep Root’s liability under this Agreement is limited to the amount of Commissions paid to Affiliate in the 3 months preceding any claim.
9.5. Neither party will be liable for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement.
10.1. This Agreement does not create any employment, partnership, joint venture, or agency relationship between Deep Root and Affiliate.
10.2. This Agreement is governed by the laws of the state of Florida, USA. Any disputes arising from this Agreement will be resolved through binding arbitration in the state of Florida, USA, in accordance with the JAMS Streamlined Arbitration Rules.
10.3. Affiliate may not assign or transfer this Agreement or any rights or obligations hereunder without Deep Root’s prior written consent. Any attempted assignment in violation of this provision will be null and void.
10.4. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.