Affiliate Terms

Last Updated: May 6, 2022

These Affiliate Terms (the "Agreement") constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “Customer”, “Client”, or a “party”) and Pricestack Inc. DBA Preflect ("Company", “we”, “us”, “our”, or a “party”), collectively the “parties".

We reserve the right, in our sole discretion, to make changes or modifications to these Affiliate Terms any time and for any reason. We will alert you about any changes by updating the “Last updated” date of this Agreement, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Affiliate Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Affiliate Terms unless you inform us otherwise within seven (7) days after the most recent Last Updated date.

THE PROGRAM

Pricestack may, at its sole discretion, accept, reject, or remove (the "Decision") you from our Affiliate program (the "Program") at any time with or without cause. Our decisions will be made to you in writing from an @preflectads.com or @pricestack.com email address.

If you are in our Program, you may personally refer potential non-current customers ("Lead" or "Leads") to us by sending an introductory email to us and the Lead.

It is our policy to offer you payment (the "Commission") when Leads complete certain milestones. This Commission is set at the time of our Decision, and may be modified by us, at our sole discretion, at any time, and without prior notice.

We will pay Commission to you within thirty (30) days of the end of each calendar month for Commission earned during the month and approved by us at our sole discretion. We specifically reserve the right to deny Commission for abuse of the Program as determined by us at our sole discretion.

INDEMNIFICATION

You shall indemnify and hold harmless us and our affiliate and subsidiary companies, officers, directors, employees, licensees, successors and assigns, including those licensed or authorized by us to transmit and distribute materials, from any and all liabilities, damages, fines, judgments, claims, costs, losses, and expenses (including reasonable legal fees and costs) arising out of or related to any and all claims sustained in connection with this Agreement due to the negligence, misrepresentation, failure to disclose, or intentional misconduct of you.

LIMITATION OF LIABILITY

In any event, damages owed by us to you will be limited to no more than $500 in any given calendar year.

We will not be liable for indirect or accidental damages (loss of revenue, commissions) due to affiliate tracking failures, loss of database files, or any results of intents of harm to the Program and/or to our websites.

We do not make any expressed or implied warranties with respect to the Program and/or the memberships or products we sell. We make no claim that the operation of the Program and/or our website(s) will be error-free and we will not be liable for any interruptions or errors.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement without consent.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement shall be governed by the laws of the State of Nevada without regard to its conflict of laws provisions.

BINDING MANDATORY ARBITRATION

  1. Scope, governing rules. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”).
  2. Authority of tribunal, judicial review. The award rendered by the arbitrator shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction.
  3. Selection of tribunal. There shall be one arbitrator agreed to by the parties within twenty (20) days of receipt by respondent(s) of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules.
  4. Consolidation, joinder. If more than one arbitration is commenced under this Agreement and any party contends that two or more arbitrations are substantially related and that the issues should be heard in one proceeding, the arbitrator selected in the first-filed proceeding shall determine whether, in the interests of justice and efficiency, the proceedings should be consolidated before that arbitrator. The parties are bound to each other by this arbitration clause. Each related party may be joined as an additional party to an arbitration involving other parties under this Agreement.
  5. Seat of arbitration, languages. The seat or place of arbitration shall be Las Vegas, Nevada, United States. The arbitration shall be conducted and the award shall be rendered in the English language.
  6. Confidentiality. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right.
  7. Remedies. The arbitrator will have no authority to award any punitive damages, consequential damages, liquidated damages, or compensatory damages.
  8. Remedies limitation. The arbitrator will have no authority to award damages that collectively exceed the amount paid, if any, by you to us during the six (6) month period prior to any cause of action arising.

PUBLICITY

  1. Consent. You agree that Pricestack reserves the right to announce the relationship between you and us, and make public the relationship between you and us for sales, advertising, and marketing purposes. Activities include but are not limited to displaying your logo in marketing materials, irrevocable and royalty-free.
  2. Cooperation. Upon our request, you shall cooperate to draft and distribute informational news releases, social media announcements, and other public announcements relating to the subject matter of this agreement and the relationship between you and us.
  3. No unreasonable delay. You will not unreasonably withhold or delay your consent to press releases or public announcements of any kind including case studies. Should you reject participation in such activities, you agree to discuss the reasons for your rejection, and every reasonable effort shall be made to co-develop joint marketing materials.


CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Pricestack Inc. DBA Preflect
legal@preflectads.com

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