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This Affiliate Agreement (the “Agreement”) is made and entered into as of the date of Affiliate’s registration (the “Effective Date”) by and between Pirate Traders Inc., a Washington State corporation with its principal place of business in Seattle (“Company”), and the individual or entity completing the affiliate program application (“Affiliate”). In consideration of the mutual covenants and agreements contained herein, the parties agree as follows: Affiliate acknowledges that they have carefully read, understood, and agree to be bound by all the terms and conditions of this Agreement by registering for and participating in the Company’s Affiliate Program.

Affiliate’s participation in the Company’s affiliate program (the “Program”) is solely for the purpose of marketing and advertising the Company’s website(s) and services (collectively, the “Services”) in a legal and ethical manner, with the sole objective of referring potential customers to the Company. Upon a Qualified Referral (as defined herein) that results in a purchase of the Company’s memberships or products by such referred customer, Affiliate may be eligible to receive a commission as set forth in Section 2 below. Permissible advertising methods include [Specify permissible methods, e.g., website banners, social media posts, email marketing in compliance with CAN-SPAM, etc.].

1. Approval or Rejection of the Application

Company reserves the right to approve or reject any Affiliate Program application for any reason or no reason, in its reasonable discretion. Affiliate acknowledges and agrees that Company shall have no liability to Affiliate for any rejection of Affiliate’s application.

2. Commissions

Commissions, if earned, will be paid within 30 days following the end of each calendar month for Qualified Referrals completed and paid for in the preceding month. A “Qualified Referral” for memberships requires that the referred customer (i) has been directly referred by Affiliate through a valid Affiliate Link, (ii) has maintained an active, paid account with the Company for a minimum of 36 days following the initial purchase date (the “Minimum Retention Period”), and (iii) has not requested a refund or initiated a chargeback during the Minimum Retention Period. For workshops, a “Qualified Referral” requires that the referred customer (i) has been directly referred by Affiliate through a valid Affiliate Link, and (ii) has fully paid for and commenced participation in the workshop.

Self-referrals are strictly prohibited, and Affiliate shall not receive any commission on purchases made through their own Affiliate Links for their own accounts. Furthermore, only the first Qualifying Purchase made by a unique referred customer through Affiliate’s link will be eligible for a commission. Subsequent purchases by the same referred customer, even if made through Affiliate’s link, will not generate additional commissions for Affiliate.

Commissions will only be paid on transactions that have been fully completed and for which Pirate Traders Inc. has received and retained full payment. In the event of a chargeback, refund, cancellation, or other reversal of payment initiated by the referred customer within 365 days of the purchase date, no commission will be earned or paid to Affiliate.

If a commission has been paid to Affiliate and the corresponding transaction is subsequently subject to a chargeback, refund, cancellation, or other reversal of payment within 365 days of the initial purchase, Affiliate shall promptly repay the full commission amount to the Company within 30 days of receiving written notice from the Company.

The Company reserves the right to pursue all available legal and equitable remedies to recover any commissions paid to Affiliate that were earned through fraudulent activity, misrepresentation, or any violation of this Agreement, including, but not limited to, demanding immediate repayment, initiating legal action, and setting off such amounts against future payments.

3. Termination

Affiliate’s participation in the Program may be suspended or terminated by the Company, in its sole discretion, with or without cause, upon written notice to Affiliate. Without limiting the foregoing, the following shall constitute grounds for immediate suspension or termination:

Prohibited Advertising Practices: Engaging in any false, misleading, deceptive, or unsubstantiated advertising or marketing claims regarding the Company or its Services. This includes, but is not limited to, misleading hyperlinks or representations.
Spamming: Transmission of unsolicited electronic communications (e.g., mass emails, newsgroup postings) promoting the Company or its Services.
Promotion of Illegal Activities: Advertising the Company’s Services on websites or through other channels that contain or promote illegal activities, goods, or services.
Adult Content: Advertising the Company’s Services alongside pornographic, sexually explicit, or adult-oriented content.
Failure to Disclose Affiliate Relationship: Failing to clearly and conspicuously disclose the Affiliate’s material connection to the Company in any promotion or endorsement of the Company’s Services, as required by the Federal Trade Commission (“FTC”) guidelines (including, without limitation, 16 CFR Part 255) and any applicable state laws or regulations regarding endorsements and testimonials. Affiliate is solely responsible for understanding and adhering to all applicable disclosure requirements.
Intellectual Property Infringement: Infringing upon the Company’s trademarks, copyrights, or other intellectual property rights. Affiliate shall not use the Company’s name, logos, trademarks, or copyrighted materials in any manner without the Company’s prior written consent and in accordance with any brand guidelines provided by the Company. The Company reserves the right to require Affiliate to enter into a separate license agreement for the use of specific trademarks.
Prohibited Incentives: Offering rebates, coupons not explicitly authorized by the Company in writing to the Affiliate, or any other form of promised kick-back from the Affiliate’s commission as an incentive for referrals. Offering value-added bonuses or bundling other products or services with the Company’s Services, however, may be permitted with the Company’s prior written approval.
Fraudulent Activity: Self-referrals, the generation of fraudulent transactions, suspected Affiliate fraud, or any attempt to artificially inflate commissions.
Breach of Agreement: Any other material breach of the terms and conditions of this Agreement.

4. Affiliate Links

Affiliate will be provided with unique tracking links (“Affiliate Links”) to promote the Company’s Services. Affiliate may use these Affiliate Links in their website(s), social media platforms, and email messages (in compliance with all applicable laws, including CAN-SPAM). Affiliate may also advertise the Company’s Services in online and offline classified ads, magazines, and newspapers, provided that such advertising is truthful, not misleading, and complies with all terms of this Agreement and any guidelines provided by the Company.

Affiliate may use the graphic and textual promotional materials provided by the Company. If Affiliate creates their own promotional materials, they must be truthful, non-misleading, and fully compliant with all terms and conditions of this Agreement, including the prohibitions outlined in Section 3. The Company reserves the right to review and require changes to any promotional materials created by Affiliate. Affiliate shall not use any promotional materials that could disparage the Company or its Services or otherwise damage the Company’s reputation.

5. Coupon and Deal Sites

The Company may, from time to time, offer exclusive coupons and promotional codes to select affiliates or to its newsletter subscribers. Affiliate acknowledges that they are strictly prohibited from promoting any coupon or promotional code that has not been specifically provided to them in writing by the Company. The following terms apply to any Affiliate promoting the Company’s Services in relation to deals or coupons:

Affiliate shall not use misleading text on Affiliate Links, buttons, or images that implies the existence of discounts or deals beyond those currently and explicitly authorized by the Company for that specific Affiliate.
Affiliate is expressly prohibited from bidding on any keywords or search terms that include the Company’s name, trademarks, or variations thereof in combination with terms such as “coupons,” “discounts,” “deals,” or similar phrases, without the Company’s prior written consent.
Affiliate shall not generate pop-ups, pop-unders, iframes, frames, or any other mechanisms that automatically set affiliate cookies unless the user has affirmatively and explicitly indicated their intent to activate a specific saving by clicking on a clearly labeled link, button, or image for that particular coupon or deal. The Affiliate Link must directly redirect the user to the Company’s website.
Users must be able to clearly view the details and terms of any coupon, deal, or savings offer before an affiliate cookie is set. For example, “click here to see coupons and open a window to merchant site” is strictly prohibited.
Affiliate websites shall not display phrases such as “Click for Deal/Coupon” or any similar variation if no valid coupons or deals are currently available, and the click redirects to the Company’s website or sets an affiliate cookie. Affiliates found to be using such misleading text on their landing pages will be immediately removed from the Program, and any earned commissions may be forfeited.

6. Pay Per Click (PPC) Policy

Affiliate is strictly prohibited from engaging in any pay-per-click (PPC) advertising or bidding on any keywords, search terms, or domain names that include the Company’s name, trademarks, or variations thereof, including misspellings, without the Company’s prior express written consent. Any violation of this policy will result in immediate termination of this Agreement and forfeiture of any accrued but unpaid commissions.

7. Liability

To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, consequential, special, or exemplary damages (including, without limitation, loss of revenue, loss of profits, loss of data, or business interruption) arising out of or in any way connected with this Agreement, the Program, or Affiliate’s participation therein, even if the Company has been advised of the possibility of such damages. The Company shall not be responsible for any failures or errors in tracking affiliate referrals, loss of database files, or any unauthorized access to or alteration of Affiliate’s data or the Program.  

THE PROGRAM AND THE COMPANY’S SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE PROGRAM OR ITS WEBSITE(S) WILL BE UNINTERRUPTED OR ERROR-FREE, AND THE COMPANY SHALL NOT BE LIABLE FOR ANY INTERRUPTIONS OR ERRORS.  

8. Term of the Agreement

This Agreement shall commence upon the Effective Date and shall continue until terminated as provided herein.

The Company reserves the right to modify the terms and conditions of this Agreement at any time in its sole discretion. The Company will provide Affiliate with written notice of any material changes to this Agreement, which may be provided by email or by posting the updated Agreement on the Company’s website. Affiliate’s continued participation in the Program following the effective date of any such modifications shall constitute Affiliate’s acceptance of the revised Agreement. If Affiliate does not agree to the modified terms, Affiliate’s sole and exclusive remedy is to terminate their Affiliate account.

9. Indemnification

Affiliate agrees to indemnify, defend, and hold harmless the Company, its affiliates, subsidiaries, officers, directors, employees, agents, licensees, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of or relating to (i) any breach of this Agreement by Affiliate, (ii) any negligent acts or omissions, willful misconduct, or misrepresentations by Affiliate, (iii) Affiliate’s promotional activities, including but not limited to the content of Affiliate’s websites and marketing materials, (iv) any failure by Affiliate to comply with applicable laws and regulations (including, without limitation, FTC guidelines on endorsements and testimonials), or (v) any claim that Affiliate’s activities infringe upon the intellectual property rights of any third party.  

10. Governing Law, Jurisdiction, and Attorney Fees

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state and federal courts located in Seattle, Washington, and each party irrevocably submits to the personal jurisdiction of such courts.  

In the event of any legal action or proceeding to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys’ fees and costs incurred in connection with such action or proceeding, including, without limitation, costs of investigation, preparation, and appeal.  

11. Electronic Signatures Effective

Affiliate acknowledges and agrees that the completion of the Company’s online application process and the acceptance of this Agreement through electronic means shall constitute a valid and legally binding electronic signature, having the same force and effect as a handwritten signature. Affiliate further agrees that this Agreement and any electronically submitted documents shall be admissible in any legal proceeding as if they were original written documents.