Terms of Agreement

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 the Brand accepts these terms by clicking “I

agree” (or any equivalent button) when creating an Archer Affiliates account or otherwise accessing the

Services (the “Effective Date”).

BETWEEN: Archer Affiliates, a company organized and existing under the laws of the State of Delaware,

with its head office located at:

450 Lexington Avenue, Suite 4179, New York, NY 10017

AND: The business entity creating an Archer Affiliates account and accepting these terms (the “Brand”).

WHEREAS the Brand wishes to establish customer sales and increase revenue.

WHEREAS Archer Affiliates operates an affiliate marketing network through which the Brand can make

its products available to Publishers. Publishers, in their sole discretion, select which Brand Offers to

promote and drive sales through their own channels and audiences.

WHEREAS the parties wish to set forth the terms of their agreement.

NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS

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

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

1.2. “Affiliate Portal” refers to the online platform operated by Archer Affiliates, including

the dashboard through which the Brand sets and updates commission rates and related

billing settings, as well as the reporting, data flow, and related functions available to the

Brand. 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.

1.3. “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.

1.4. “Brand” refers to the business entity creating an Archer Affiliates account and accepting

these terms.

1.5. “Brand Offer” refers to a promotional offer established by the Brand in the Affiliate

Portal, including the Brand product, the applicable commission rate, the Amazon

marketplace(s) in which the offer is active, and any related materials or instructions made

available to Publishers.

1.6. “Customer” refers to an individual who makes a Qualified Purchase on Amazon.

1.7. “Publisher” refers to any third-party individual or entity, including affiliate marketers,

affiliates, creators, content creators, influencers, and media partners, that promotes Brand

Offers through Affiliate Links and earns a commission for Qualified Purchases. Publishers

are independent contractors and independent business entities. Publishers are not

employees, agents, joint venturers, or partners of Archer Affiliates, and Archer Affiliates

does not own, control, or direct any Publisher. The terms “affiliate marketer,” “affiliate,”

“creator,” “content creator,” “influencer,” and “media partner” are used interchangeably

with “Publisher” throughout this Agreement.

1.8. “Qualified Purchase” refers to a Customer’s purchase of a Brand product on Amazon

made through the Affiliate Link and recorded by the Amazon Attribution Program.

1.9. “Services” refers to the affiliate marketing network operated by Archer Affiliates,

including the Affiliate Portal, the creation and tracking of Affiliate Links via the Amazon

Attribution Program, reporting, billing, Publisher payment facilitation, and related

services.

2. PURPOSE

2.1. This Agreement aims to establish a non-exclusive relationship between Archer Affiliates

and the Brand, under which Archer Affiliates makes the Brand’s products available to

Publishers through the Affiliate Portal. Publishers, in their sole discretion, select which

Brand Offers to promote and drive sales through their own channels and audiences. The

Brand shall compensate Archer Affiliates at the agreed-upon commission rate whenever a

sale of the Brand’s product(s) is made on Amazon through the Affiliate Link and recorded

by the Amazon Attribution Program.

2.2. This Agreement applies to each Amazon marketplace in which the Brand activates a Brand

Offer through the Affiliate Portal, including but not limited to Amazon.com (United

States), Amazon.co.uk (United Kingdom), Amazon.de (Germany), and Amazon.fr

(France). All terms and conditions of this Agreement apply on a per-marketplace basis.

Where the Brand activates Brand Offers in more than one marketplace, Archer Affiliates

shall issue a separate invoice for each marketplace, denominated and payable in the local

currency of the applicable marketplace (for example, USD for Amazon.com, GBP for

Amazon.co.uk, and EUR for Amazon.de and Amazon.fr). The applicable commission rate

shall be applied to the gross revenue of the Qualified Purchase in the local currency.

Publishers participating in Brand Offers will be paid in the local currency in which they

earned the commission, in accordance with their separate agreement with Archer Affiliates.

Because invoicing and Publisher payouts occur in matching local currencies, no foreign

exchange conversion is required in the normal course. If the Brand elects to pay an invoice

in a currency other than the local currency of the applicable marketplace, the Brand shall

bear all currency conversion fees, bank charges, transfer fees, and intermediary fees

associated with such payment.

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 commission rate established by the Brand in the Affiliate Portal represents the full

commission payable by the Brand for each Qualified Purchase. Archer Affiliates retains a

portion of each commission as its platform fee and pays the remaining portion to the

applicable Publisher pursuant to Archer Affiliates’ separate agreement with that Publisher.

The Brand is not a party to, and has no rights or obligations under, any agreement between

Archer Affiliates and any Publisher.

3.3. 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 Amazon Attribution Program.

3.4. Brands are fully responsible for all acts or omissions under their Affiliate Portal, including

fraudulent clicks, unauthorized data pulls, or misuse of the Affiliate Portal. Archer

Affiliates may suspend or terminate any Brand for breach or suspicious activity.

4. BILLING, PAYMENT, AND TAXES

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 sales

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. To use the Services, the Brand must provide and maintain at least one valid Payment

Method on file. “Payment Method” means a valid credit card issued by a bank acceptable

to Archer Affiliates, a bank account, a debit card, or such other method of payment as

Archer Affiliates may accept from time to time in its sole discretion. The Brand authorizes

Archer Affiliates to (i) run credit card authorizations on all credit cards provided, (ii) store

credit card, banking, and other financial details as the Brand’s Payment Method, and (iii)

charge the Payment Method for amounts owed as set forth in this Agreement. By providing

Payment Method information, the Brand represents that it is legally authorized to provide

such information and to make payments using the Payment Method, and that such actions

do not violate any terms applicable to the Payment Method or applicable law.

4.5. 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 transfer payments incur

no additional processing fee.

4.6. If the Brand fails to pay any amount when due, Archer Affiliates may, without notice, (i)

temporarily suspend or permanently revoke the Brand’s access to the Affiliate Portal and

Services, (ii) charge all or any portion of amounts due to any Payment Method on file, (iii)

report the non-payment to credit reporting agencies and cooperate with law enforcement

or collection authorities in any investigation or proceeding, and (iv) pursue any other

remedies available under this Agreement or applicable law. Archer Affiliates’ election not

to pursue any one or more of these remedies shall not constitute a waiver of any other

remedy. Notwithstanding any suspension or revocation of access, the Brand shall remain

liable for all amounts payable to Archer Affiliates.

4.7. All commissions and other amounts payable to Archer Affiliates under this Agreement are

exclusive of, and shall be paid free and clear of, any and all value added tax (VAT), goods

and services tax (GST), sales tax, use tax, excise tax, withholding tax, and any other

transactional, indirect, or similar taxes, levies, duties, or charges, together with any related

interest, penalties, and surcharges (collectively, “Taxes”). The Brand shall be solely

responsible for, and shall pay, all Taxes arising in connection with this Agreement, other

than taxes imposed on Archer Affiliates’ net income. If any applicable law requires the

Brand to deduct or withhold any amount from any payment due to Archer Affiliates, the

Brand shall increase the sum payable by such amount as is necessary so that, after making

all required deductions and withholdings, Archer Affiliates receives an amount equal to the

sum it would have received had no such deductions or withholdings been made. The Brand

shall be solely responsible for determining the applicability of, registering for, collecting,

reporting, and remitting any Taxes in any jurisdiction. Archer Affiliates shall have no

obligation to register for, collect, file, or remit Taxes in any jurisdiction outside of the

United States.

4.8. The Brand and Archer Affiliates agree to adhere to the detailed commission structure

outlined in the Affiliate Portal. Any changes to this structure must be agreed upon in writing

by both parties.

5. SALES DATA, REPORTING, AND DISPUTE RESOLUTION

5.1. The Brand agrees to share with Archer Affiliates 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 exclusively from

Amazon’s Attribution dashboard (or Amazon Seller Central, as applicable). In the event of

any system bug, discrepancy, or data latency, Amazon’s reporting shall be the sole

authoritative record for invoicing, payment calculations, performance metrics, and audits.

5.3. From time to time, Amazon may record refunds, chargebacks, or other events that change

previously recorded conversions and sales. In such cases, commission amounts will be

automatically adjusted to reflect the latest data from the Amazon Attribution Program.

5.4. Any dispute regarding invoiced data must be submitted in writing within thirty (30) days

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

5.5. If the parties cannot resolve a dispute by good-faith negotiation between senior executives

within thirty (30) days after submission, 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:

• Use robots, spiders, scrapers, deep-linking, or similar automated means to access or extract

data.

• Frame, mirror, or embed any part of the Affiliate Portal outside the Portal itself.

• Circumvent the platform fees, circumvent the network of Publishers, or otherwise compete

with Archer Affiliates by misusing its content or directory.

6.2. The Brand must promptly notify Archer Affiliates if it knows or suspects any Prohibited

Use through its account. Archer Affiliates may investigate and take any action it deems

appropriate, including suspending or terminating Brand access, if it believes the Brand has

violated this Agreement, misused the Affiliate Portal, or behaved in a way that Archer

Affiliates regards as inappropriate or unlawful, whether on or off the Affiliate Portal.

7. TERM, TERMINATION, AND SURVIVAL

7.1. This Agreement remains in effect indefinitely until terminated as set forth 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 the Brand fails to pay any undisputed invoice within ten (10) days of its due

date.

7.4. This Agreement will terminate with immediate effect if the Brand (i) becomes insolvent or

is generally unable to pay, or fails to pay, its debts as they become due, (ii) petitions for or

becomes subject to any bankruptcy or insolvency proceeding, whether voluntary or

involuntary, (iii) makes or seeks to make a general assignment for the benefit of creditors,

or (iv) comes under the control of a receiver, trustee, custodian, or similar agent by order

of any court of competent jurisdiction to administer or sell any material portion of its

property or business.

7.5. The sections on Non-Solicitation, Limitation of Liability, Indemnification, and Governing

Law and Miscellaneous shall survive termination.

8. NON-SOLICITATION

8.1. The Brand agrees that for a period of one (1) year following the last live campaign under

this Agreement, it will not knowingly use Publishers originally introduced to the Brand

through Archer Affiliates to perform the same services contemplated under this Agreement

outside of the Affiliate Portal. This provision is not intended to restrict the Brand from

engaging Publishers with whom it had a pre-existing relationship, or from working with

Publishers in connection with other business activities.

9. SEVERABILITY

9.1. If any provision of this Agreement is held invalid or unenforceable by a court of competent

jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid

or unenforceable provision shall be reformed only to the extent necessary to make it

enforceable.

10. NO WAIVER

10.1. 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 exercise thereof or the exercise

of any other right, power, or remedy.

11. BUSINESS-USE-ONLY AND COMPETITOR RESTRICTION

11.1. The Affiliate Portal 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 Publisher accounts or API integrations) or

using the Services without Archer Affiliates’ prior written consent, which may be withheld

in Archer Affiliates’ sole discretion.

12. LIMITATION OF LIABILITY

12.1. Archer Affiliates is not responsible for, and disclaims all liability with respect to: (i) Brand

products, including any defect, recall, safety issue, or product liability matter; (ii) Brand

marketing claims, advertising content, or promotional materials; (iii) Brand compliance

with Federal Trade Commission Endorsement Guides, advertising laws, or consumer

protection laws; (iv) the acts or omissions of any Publisher in promoting Brand Offers,

including FTC disclosure failures, content quality, or platform policy violations; and (v)

any dispute between the Brand and a Publisher, between the Brand and Amazon, or

between the Brand and any Customer.

12.2. Under no circumstances shall Archer Affiliates be liable for any indirect, incidental,

special, consequential, or punitive damages, including lost profits or data inaccuracies,

even if advised of the possibility. The aggregate liability of Archer Affiliates for any claim

arising under this Agreement shall not exceed the total fees paid by the Brand under this

Agreement in the twelve (12) months preceding the claim.

12.3. Archer Affiliates relies on the Amazon Attribution Program and related Amazon systems

for sales, click, and revenue data. Archer Affiliates does not control these systems and is

not responsible for any errors, inaccuracies, omissions, latency, or outages in such data, or

for any impact such issues may have on commission calculations, invoicing, or reporting

under this Agreement.

13. INDEMNIFICATION

13.1. The Brand shall defend, indemnify, and hold harmless Archer Affiliates and its officers,

directors, employees, and agents from and against any and all third-party claims, losses,

liabilities, or expenses (including reasonable attorneys’ fees) arising out of or relating to

(i) the Brand’s products, (ii) the Brand’s promotional materials, (iii) the Brand’s breach of

this Agreement, (iv) the Brand’s violation of any applicable law or regulation, or (v) any

Taxes for which the Brand is responsible under this Agreement.

13.2. Archer Affiliates shall defend, indemnify, and hold harmless the Brand and its officers,

directors, employees, and agents from and against any and all third-party claims arising out

of or relating to (i) Archer Affiliates’ negligence or willful misconduct, or (ii) any claim

that the Affiliate Portal or the Services, as supplied by Archer Affiliates, infringe a third

party’s intellectual property rights, in each case excluding any claim arising from the

Brand’s products, promotional materials, or instructions.

13.3. The party seeking indemnification shall (i) promptly notify the other party of the claim, (ii)

grant the indemnifying party sole control of the defense and settlement, provided no

settlement admits liability or imposes obligations on the indemnified party without its prior

written consent (not to be unreasonably withheld), and (iii) provide reasonable cooperation

at the indemnifying party’s expense.

14. GOVERNING LAW AND MISCELLANEOUS

14.1. 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.

14.2. Neither party shall be liable for any failure or delay in performance (other than 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.

14.3. All notices required or permitted under this Agreement shall be in writing and delivered by

email to the address associated with the Brand’s Archer Affiliates account. A notice shall

be deemed given on the date of transmission, provided that the sender does not receive a

bounce-back or non-delivery notice. Either party may update its notice email address by

written notice to the other party.

14.4. By clicking “I agree” (or any equivalent button) at account creation or when otherwise

accessing the Services, the Brand acknowledges that it has read and understands this

Agreement, has the authority to bind the business entity it represents, and accepts and

agrees to be bound by this Agreement. The parties consent to the use of electronic records

and electronic acceptance in connection with this Agreement, which shall have the same

legal force and effect as a handwritten signature.

14.5. Archer Affiliates may assign this Agreement in connection with a merger, acquisition, or

sale of substantially all assets.

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

Agreement in strict confidence and use it solely to perform its obligations hereunder.

14.7. The Brand hereby grants Archer Affiliates a non-exclusive, royalty-free, revocable license

to use the Brand’s trademarks, logos, and product imagery solely to perform the Services.

Archer Affiliates retains all right, title, and interest in the Affiliate Portal software and any

derivative works.

15. ENTIRE AGREEMENT

15.1. 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 agreed to by both parties.