Archer Affiliates Terms of Service

This Archer Affiliates Terms of Service (the “Agreement”) is a binding agreement that governs

the Brand’s participation in the Archer Affiliates platform and may be supplemented by additional

agreements upon mutual consent. This Agreement is effective as of the date signed by the last

party to execute it (the “Effective Date”).

BETWEEN: Archer Affiliates (the “Corporation”), a company organized and existing under the

laws of the State of Delaware, with its head office located at:

Kew Gardens, NY 11415

AND: The Business Entity identified on the attached signature page (hereinafter referred to as

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Definitons

1.1. "Customer" refers to an individual who makes a "Qualified Purchase" on

Amazon.com.

1.2. “Amazon Attribution Program” refers to the program that generates and provides

“Affiliate Links” and reports on unit sales, revenue, and URL clicks from the

Affiliate Links to Amazon.com.

1.3. “Affiliate Link” refers to a URL generated and provided by the Amazon Attribution

program, which includes a unique tag for that specific URL.

1.4. "Qualified Purchase" refers to a customer's purchase of a "Brand" product on

1.7. “Affiliate Portal” refers to the online dashboard provided by Archer Affiliates,

where the Brand sets and updates commission rates and related billing settings.

The commission calculation for any Qualified Purchase uses the rate and

settings as they exist in the Affiliate Portal at the time Amazon reports the sale.

1.8. “Services” means the creation, tracking, and reporting of Affiliate Links via the

Amazon Attribution Program.

1.9. "Corporation" refers to the company "Archer Affiliates," which is attached to the

signature page of this document.

2. Purpose

3. Commissions

3.1. Archer Affiliates shall be entitled to payment of the commission rate specified by

the Brand in the Affiliate Portal for each Qualified Purchase. The commission

calculation for any given sale uses the rate and related settings as they exist in

the Affiliate Portal at the time Amazon reports the sale.

3.2. The Brand shall compensate Archer Affiliates with the agreed-upon commission

stated in the “Affiliate Portal” every 14 days on the 1st and 14th of every month,

starting from the first sale from an Archer Affiliates-generated link for the total

revenue of qualified purchases in the previous 14 days, as reported by the

4. Billing

4.1. Archer Affiliates will issue invoices via email to the Brand’s designated billing

address on the 1st and 14th of each month, covering Qualified Purchases

recorded in the prior 14-day period.

4.2. Payment is due on the date the invoice is issued.

4.3. If the Brand fails to pay any invoiced amount within thirty (30) days of the invoice

date, a late fee of two percent (2%) per month will be added to the outstanding

balance until paid in full.

4.4. If the Brand elects to pay by credit card, a processing fee of two point nine

percent (2.9%) plus thirty cents ($0.30) per transaction will apply. ACH or wire

agreed upon in writing by both parties.

5. Sales Data, Reporting & Dispute Resolution

5.1. The Brand agrees to share with the Company all reporting provided by the

Amazon Attribution program, including but not limited to unit sales, Affiliate Link

clicks, and revenue from qualified purchases on promoted Brand product(s).

5.2. All sales and performance data under this Agreement shall be sourced

calculations, performance metrics, and audits.

5.3. Any dispute regarding invoiced data must be submitted in writing within seven (7)

days of the invoice date, accompanied by evidence of the dispute's validity.

5.4. Suppose the parties cannot resolve a dispute by good-faith negotiation between

senior executives within thirty (30) days after submission. In that case, they shall

submit the matter to mediation under the American Arbitration Association’s

Commercial Mediation Rules, followed by binding arbitration under its

Commercial Arbitration Rules. Judgment on the arbitration award may be

entered in any court of competent jurisdiction.

6. Prohibited Use

6.1. Brands may not:

6.1.1. Use robots, spiders, scrapers, deep-linking or similar automated means to

access or extract data.

7. Term, Termination & Survival

7.1. This Agreement remains in effect indefinitely until terminated as below.

7.2. Either party may terminate this Agreement upon two (2) full business days' prior

written notice via email.

7.3. Archer Affiliates may terminate this Agreement and suspend any Brand account

immediately if Brand fails to pay any undisputed invoice within ten (10) days of its

due date.

7.4. For a period of one (1) year following the last live campaign under this

Agreement, the Brand shall not directly solicit, engage, or contract with any

publisher or creator introduced via the Attribution Program for the purpose of

replicating or replacing the services provided by Archer Affiliates.

7.5. Sections on Limitation of Liability, Indemnification, Non-Solicitation, Governing

8. Severability

9. No Waiver

9.1. No failure or delay by either party in exercising any right, power, or remedy under

this Agreement shall operate as a waiver thereof, nor shall any single or partial

exercise of any such right, power, or remedy preclude any other or further

10. Business-Use-Only & Competitor Restriction

10.1. The Platform and Services may be used only for B2B marketing purposes.

Notwithstanding anything to the contrary, direct competitors of Archer Affiliates

(i.e., any entity operating an affiliate-marketing platform serving Amazon) are

prohibited from accessing — including creating Archer Brand or Affiliate accounts

or API integrations — or using the Services without Archer Affiliates’ prior written

consent, which may be withheld in Archer Affiliates’ sole discretion.

11. Limitation of Liability

officers, directors, employees, and agents from any claims, losses, liabilities, or

expenses (including reasonable attorneys’ fees) arising solely from errors or

inaccuracies in Amazon’s reporting systems.

11.3. Archer Affiliates uses Amazon Attribution APIs and other external data feeds.

Brands bear all risk for upstream data accuracy, latency, or API outages; Archer

Affiliates disclaims liability for any errors in third-party reporting.

12. Governing Law & Miscellaneous

12.1. This Agreement shall be governed by and construed in accordance with the laws

of the State of Delaware. The parties hereby submit to the exclusive jurisdiction

and venue of the state and federal courts located in Delaware for the resolution

of any disputes arising out of or relating to this Agreement.

payment obligations) due to events beyond its reasonable control, including but

not limited to Amazon platform outages, regulatory changes, natural disasters,

labor disputes, acts of terrorism, Amazon API outages, or cyberattacks.

12.3. If any provision is held unenforceable, the remainder shall continue in full force

and effect.

12.4. Archer Affiliates may assign this Agreement in connection with a merger,

12.5. Each party shall keep all confidential information disclosed in connection with this

hereunder.

12.6. Brand hereby grants Archer Affiliates a non-exclusive, royalty-free, revocable

license to use Brand’s trademarks, logos, and product imagery solely to perform

the Services. Archer Affiliates retains all right, title, and interest in the Affiliate

13. Entire Agreement

13.1. This Agreement, together with any exhibits or schedules hereto, constitutes the

entire agreement between the parties regarding its subject matter and

supersedes all prior or contemporaneous communications, understandings, and

agreements, whether oral or written. No amendment is binding unless in writing

and signed by both parties.