Archer Affiliates Corp.

Affiliate Marketing Services Terms and Conditions

 

Last Updated Date: July 9, 2024.

 

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

 

BY SIGNING UP FOR AN AFFILIATE ACCOUNT, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU ARE SIGNING UP FOR AN ACCOUNT ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.

 

YOU MAY NOT SIGN UP FOR AN AFFILIATE ACCOUNT IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH ARCHER AFFILIATES CORP., OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

 

These Affiliate Marketing Services Terms and Conditions (the "Agreement") apply to you (the “Affiliate Marketer,” “you,” or “your” as the context may require) and your use of your Affiliate account and the related services through https://www.archeraffiliates.com/ (the “Site”). This Agreement is subject to change by Archer Affiliates Corporation (the “Company,” “us,” “we,” or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Agreement will be in effect as of “Last Updated Date” referenced above. You should review this Agreement before using the services that are available through your Affiliate account. Your continued use of your Affiliate account and the services provided therein after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

 

This Agreement is an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before using our services through this Site.

 

  1.       Definitions:
    1.   "Affiliate Portal" is the portal on this Site that connects Affiliate Marketer to Amazon Products, Archer Links, and Company Offers, available after you create an Affiliate account.
    2.   "Amazon Attribution Program" refers to the program that generates and provides Archer Links and reports on unit sales, revenue, and URL clicks for Amazon Products resulting from the use of Archer Links.
    3.   “Amazon Product” is a Seller’s product listed for sale on Amazon.com that is offered for promotion by the Company as a Company Offer via Archer Links on the Affiliate Portal.
    4.   "Archer Link” refers to the affiliate link associated with a specific Company Offer and with the Affiliate Marketer that can be used by Customers to purchase the offered Amazon Product on Amazon.com. The affiliate link is generated by the Amazon Attribution Program. For each Company Offer, the Company provides a unique Archer Link to Affiliate Marketer via the Affiliate Portal or API. Any Qualified Purchase of the offered Amazon Product made using that Archer Link will be attributed to the Affiliate Marketer for purposes of calculating commissions.
    5.   "Company Offer" refers to a promotional offer created by the Company and placed on the Affiliate Portal for a product offered by a Seller. This offer is made available to the Affiliate Marketer for the purpose of marketing and promotion through their channels. The Company Offer may include specific details such as product descriptions, promotional materials, and associated commission rates for the Affiliate Marketer upon successful referral and sale of the product or service.
    6.   "Customer" refers to a customer who purchases an Amazon Product on Amazon.com using an Archer Link.
    7.   "Qualified Purchase" refers to a Customer's purchase of an Amazon Product on Amazon.com made through an Archer Link and recorded by the Amazon Attribution Program.
    8.   “Seller” is an individual or business that lists product(s) for sale on Amazon.com and whose products are being listed on the Affiliate Portal as a Company Offer.   
    9.   “Services” refer to Affiliate Marketer providing affiliate marketing services (e.g., promoting Company Offers on associated marketplaces, websites, and other media outlets) for the Company.

 

  1.       Commissions:
    1.   You can use the Archer Links to promote Amazon Products listed on the Site and earn commissions for purchases made using the Archer Links, as described more fully herein.
    2.   For each Qualified Purchase of an Amazon Product using the associated Archer Link provided by the Company to Affiliate Marketer, the Affiliate Marketer shall be entitled to a commission payment based on the specific commission rate set forth in the Company Offer for that particular product as listed on the Affiliates Portal (the “Commission Rate”). That commission rate will be applied to the sales price of the Qualified Purchase for that Amazon Product, as recorded in the Amazon Attribution Program, to determine the amount of Commission owed to Affiliate Marketer for that sale transaction (the “Commission”).
    3.   Following the end of each calendar month, the Company will determine the total Commissions earned by the Affiliate Marketer for the preceding month, as tracked by the Amazon Attribution Program. The Company will pay Commissions earned in the preceding month on the 28th day of the following month. For example, Commissions earned for Qualified Purchases made between January 1 through January 31 will be paid on February 28.
    4.   After payment is made for Commissions earned for a particular month, if within 30 days following the date of payment there are any subsequent credits, refunds, or other adjustments to the sales of Qualified Purchases for that month that would alter the amount of the previously-paid Commission, the difference between the amount of Commission paid for that month and the amount of Commission that should have been paid based on the adjusted sales shall be accounted for in the next Commission payment.    
    5.   The Company reserves the right to modify or cancel Commission Rates for future sales on any of the Archer Links associated with the Company Offers. However, such modification or cancellation shall take effect only after the Company provides the Affiliate Marketer at least 24-hours’ notice of such change. This notice period will allow the Affiliate Marketer adequate time to adjust their marketing strategies accordingly. Any change to a Commission Rate will not apply retroactively to Commissions earned  prior to the effective date of the change.
    6.   Commissions originate from marketing fees paid by a Seller to the Company. Sellers may have holdback periods during which they hold a pending payment for a specified period, for example, until the expiration of a return policy and/or until a service is consumed. If the Company is not paid for a transaction by a Seller, the Company shall have no obligation to provide any Commissions to Affiliate Marketer for the associated transaction. The Company only provides a Commission to Affiliate Marketer after a transaction is successfully tracked and completed and after the Company receives payment for that specific transaction from the Seller. If, for any reason or no reason, the Seller pays less than the expected amount or does not pay a commission for the transaction, we reserve the right to adjust or cancel the Commission accordingly.
    7.   We strive to display accurate commission rate, price, discount rate and other product  information, however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any Commissions arising from such occurrence.

 

  1.       Affiliate Marketer Services and Responsibilities:
    1.   Affiliate Marketer shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement and in a professional and diligent manner consistent with industry standards and good business practice.
    2.   FTC Endorsement Disclosure Guidelines. Since the Affiliate Marketer may earn a Commission by recommending a product or Seller using an Archer Link, the FTC Endorsement Guides require the Affiliate Marketer to reference that fact within its interface or message when it presents or sends an Archer Link. Learn more at https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking.
    3.   Compliance with Laws. Affiliate Marketer shall at all times comply with all applicable federal, state, and local laws, ordinances, regulations, and orders that are applicable to this Agreement and its performance hereunder.

 

  1.       Sales Data and Revenue Data Sharing between Parties:
    1.   The Company commits to sharing with the Affiliate Marketer all relevant sales and revenue data as provided by the Amazon Attribution Program, including but not limited to unit sales, clicks on Archer Links, and revenue from Qualified Purchases of Company Offers. This commitment is subject to our continued access to and ability to share such data from the Amazon Attribution program, as such data is controlled by and made available to the Company at the sole discretion of the Amazon Attribution Program. In the event that the Company is unable to access this data or faces restrictions on sharing it due to changes in the program's policies, legal requirements, or other external factors beyond the Company’s control, the Company will not be held accountable for failing to provide this data.

 

  1.       Third-Party Services and Products:
    1.   The Company does not endorse, warrant, or guarantee the products, services, or content of Sellers or other third parties. The Company is not an agent or broker or otherwise responsible for Sellers’ activities, policies, products, or services. When Affiliate Marketer or its users use the Archer Links to access Sellers or other third parties, Affiliate Marketer and its users do so at their own risk. These Sellers and other third parties are not under the Company’s control, and Affiliate Marketer acknowledges and agrees that the Company is not responsible or liable, directly, or indirectly, for any aspect of content, functions, accuracy, transactions, legality, privacy policies, practices, terms of use, prices, offers, rates, opinions expressed, appropriateness or any other aspect of such third parties. The Company does not guarantee that the product details, prices, coupon availability or other service terms, rates or rewards offered by any particular Seller or other third-party linked to or from the Affiliate Portal are actually the terms that may be offered or provided to Affiliate Marketer or its users. The Company encourages Affiliate Marketer and its users to be aware, when they link to a third-party, to read the terms, conditions and privacy policy of each third-party website or service that they visit or utilize.
    2.   Affiliate Marketer acknowledges and agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or relating to the use of or reliance on any such transaction, purchase, content, goods or services available on or through any such Seller or third-party. Affiliate Marketer releases and holds the Company harmless from any and all liability arising from Affiliate Marketer’s or its users’ use of any Seller or third-party website or service. If there is a dispute between Affiliate Marketer or its users and any Seller or third-party, Affiliate Marketer agrees that the Company is under no obligation to represent Affiliate Marketer’s or its users’ interests in any way.
    3.   To the maximum extent permitted by applicable laws and regulations, Affiliate Marketer releases the Company, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to its use of the Company’s platform, website or services. If Affiliate Marketer is a California resident, it shall and hereby does waive California Civil Code Section 1542, which says: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

 

  1.       Confidentiality:
    1.   From time to time, the Company may disclose or make available to you information about its business affairs and services, confidential information, and materials comprising or relating to Intellectual Property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this section by the you or any of your representatives; (b) is or becomes available to the you on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of you prior to being disclosed by or on behalf of the Company; (d) was or is independently developed by the you without reference to or use of, in whole or in part, any of the the Company’s Confidential Information; or (e) is required to be disclosed pursuant to applicable law.
    2.   You shall, for five years from receipt of such Confidential Information: (x) protect and safeguard the confidentiality of the Company’s Confidential Information with at least the same degree of care as you would protect your own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Company’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person, except to your representatives who need to know the Confidential Information to assist you, or act on your behalf, to exercise your rights or perform your obligations under this Agreement. You shall be responsible for any breach of this section caused by any of your representatives.

 

  1.       Data Privacy and Compliance:
    1.   While executing the duties outlined in this agreement, you agree to comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). You shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk per Article 32 of the GDPR. Any data breach shall be reported to the Company within 7 days of discovery.

 

  1.       Performance Metrics and Reporting:
    1.   During the Term, the Company shall provide ongoing access to Affiliate Marketer to the detailed reports of the Amazon Attribution Program or another designated tracking system. These reports will include comprehensive data on unit sales, revenue, and URL clicks from the Archer Links to Amazon.com, related to the promoted Company Offers.
    2.   The parties agree that the data provided by the Amazon Attribution Program, or similar tracking system agreed on by the parties, shall be the exclusive source of data for assessing the sales attributable to Affiliate Marketer and calculating the commissions due.

 

  1.       Non-Compete and Exclusivity:
    1.   It is expressly agreed that no non-compete or exclusivity obligations are imposed on either party as part of this Agreement. Each party retains the right to perform the same or similar types of services for third-parties.

 

  1.   Customer Data Privacy:
    1.   The Company acknowledges that it does not have access to, nor will it seek access to, the personal information of Customers who purchase Amazon Products through Amazon.com. The responsibility for protecting and handling Customer data rests solely with Amazon under its privacy policies and applicable data protection laws. The Company is committed to respecting the privacy of the end consumers and shall not engage in any activities to obtain such personal data.

 

  1.   Termination for Convenience:
    1.   The Company may terminate this Agreement and the Affiliate Marketer’s account for convenience and without cause at any time. Upon the effective date of termination, the Affiliate Marketer shall cease promoting, marketing, and otherwise using the Archer Links; any Qualified Purchases attributable to Affiliate Marketer made after the effective date of termination will not result in any Commission paid to Affiliate Marketer for such purchases.
    2.   Neither party shall have any further obligations or liabilities to the other arising out of or relating to this Agreement following the termination. However, the termination of this Agreement shall not relieve either party of any liability for any breach of this Agreement prior to termination. Provisions of this Agreement which by their nature should survive termination or expiration shall survive.

 

  1.   Relationship of Parties:
    1.   Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the parties. Affiliate Marketer is an independent contractor pursuant to this Agreement. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.

 

  1.   Warranty Disclaimer:
    1.   The Company makes no representations concerning any link contained in or accessed through its platform, website or services, and the Company will not be responsible or liable for the accuracy, copyright compliance, or legality of material or links contained in or accessed through its platform, website or services.
    2.   We do not manufacture or control any of the products or services offered on our Site. The availability of products or services through our Site does not indicate an affiliation with or endorsement of any product, service, or manufacturer. Accordingly, we do not provide any warranties with respect to the products or services offered on our Site.
    3.   ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

 

  1.   Limitation of Liability:
    1.   IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.                                         

 

  1.   Force Majeure:
    1.      We will not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in our performance under this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

 

  1.   No Waivers:
    1.   The failure by us to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of the Company.

 

  1.   No Third-Party Beneficiaries:
    1.   This Agreement does not and are not intended to confer any rights or remedies upon any person other than you.

 

  1.   Choice of Law and Forum:
    1.   This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, construed in accordance with, the laws of the State of New York, United States of America.
    2.   Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against any other party in any way arising from or relating to this Agreement and all contemplated transactions, in any forum other than US District Courts of New York or the courts of the State of New York, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in US District Courts of New York or the courts of the State of New York. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

 

  1.   Assignment of Agreement:
    1.   You will not assign any of your rights or delegate any of your obligations under this Agreement without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void.

 

  1.   Entire Agreement:
    1. This Agreement, including the related schedules attached hereto, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and therein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

 

  1.   Severability:
    1.   If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.