Affiliate Agreement



Effective Date: May 6th, 2020

AGREEMENT:

This Affiliate Agreement (hereinafter called the
"Agreement") is provided

by the following organization, hereinafter referred to as "Company":

SPF Ventures, LLC. Our Primary Website

Primary Website is www.brushonblock.com 
(hereinafter called “Website”) The Agreement is a legal document between you
and the Company that describes

the Affiliate Relationship (hereinafter called “Affiliate”) we are entering
into. This Agreement covers your

responsibilities as an Affiliate and our responsibilities to you. Please
ensure

you read and understand the entirety of this document, as well as have a

lawyer's assistance if you desire, because each of the terms of this Agreement

are important to our working relationship. 

 

1) DEFINITIONS



The parties referred to in this Agreement shall be defined as

follows:



a) Company: As we describe above, we'll be referred to as

the “Company”. Us, we, our, ours and other first-person pronouns will also
refer

to the Company, as well as all employees or legal agents of the Company.



b) Affiliate: You will be referred to as the

"Affiliate." You'll also be referred to throughout this Agreement

with second-person pronouns such as You, Your, or Yours.



c) Parties: Collectively, the parties to this Agreement (the

Company and You) will be referred to as "Parties" or individually as

"Party."



d) Affiliate Program: The “Affiliate Program” we've set up for our Affiliates

as described in this Agreement.



e) Affiliate Application: The fully completed “Application” form by the
Affiliate which must be

provided to Company  for consideration of
your inclusion in the Affiliate Program.



f) Website: The Primary Website we've noted above will be referred

to as “Website”. 

2) ASSENT & ACCEPTANCE



By submitting an Application to our Affiliate Program, you warrant

that you have read and reviewed this Agreement and that you agree to be bound

by it. If you do not agree to be bound by this Agreement, please leave the

website immediately and do not submit an application to our Affiliate Program.

This Agreement specifically incorporates by reference any Terms of Conditions,

Privacy Policies, End-User License Agreements, or other legal documents which

we may have on our website and you acknowledge you have reviewed all of these
agreements and by signing this agreement accept all of the above 

3) AGE RESTRICTION



You must be at least 18 (eighteen) years of age to join our

Affiliate Program or use this Website. By submitting an Application to our

Affiliate Program, you represent and warrant that you are at least 18 years of

age and may legally agree to this Agreement. The Company assumes no

responsibility or liability for any misrepresentation of your age. 

4) PROGRAM SIGN-UP



In order to sign up for our Affiliate Program, you will first be

asked to submit an Affiliate Application to join. The Affiliate Application may

be found at the following website: https://brushonblock.refersion.com



Submitting an Affiliate Application does not guarantee inclusion

in the Affiliate Program. We evaluate each and every application and are the

sole and exclusive decision-makers on Affiliate acceptance. If we choose not to

allow your inclusion in the Affiliate Program, we will attempt to notify you in

a reasonable manner. If you do not hear from us within a reasonable time frame,

please consider your application rejected. We are not obligated to provide you

any explanation for your rejection, but please be advised we may reject

applicants for any reason or manner, including but not limited to a website or

social media page which violates our Acceptable Use Policy.



If your Affiliate Application is rejected, you may not reapply. If

your Affiliate Application is accepted, each of the terms and conditions in

this Agreement applies to your participation. We may also ask for additional

information to complete your Affiliate Application or for you to undertake

additional steps to ensure eligibility in the Affiliate Program. 

5) NON-EXCLUSIVITY



This Agreement does not create an exclusive relationship between

you and us. You are free to work with similar affiliate program providers in

any category. This agreement imposes no restrictions on us to work with any

individual or company we may choose. 

6) AFFILIATE PROGRAM



After your acceptance in the Affiliate Program, you must ensure

your account is set up thoroughly, including specific payout information and

location (such as a bank or online account which we may use to post payment).



Please be advised the below is a general description of the

Affiliate Program. Everything contained in this subsection is subject to the

specific terms and conditions throughout the rest of this Agreement.



We will provide you with a specific link or links which correspond

to certain products we are offering for sale (collectively, the

"Link"). The Link will be keyed to your identity and will send online

users to the Company's website or websites. You hereby agree to fully cooperate

with us regarding the Link and that you will explicitly comply with all of the

terms of this Agreement for the promotion of the Link at all times. We may

modify the specific link or links and will notify you if we do so. You agree to

only use links which are prior approved by us and to display the Link

prominently on your website or social media page, as described in your

Affiliate Application (collectively, the "Affiliate Site").



Each time a user clicks through the Link posted on the Affiliate

Site and completes the sale of the product or service the user becomes a
Referral (hereafter called “Referral”), and we determine the Referral  to be

Qualified Purchase (hereafter called “Qualified Purchase”), as described below,
you will be eligible to receive the

following percentage of the sale as a Payout (hereafter called “Payout”
outlined on Exhibit A. ).  If a Referral
returns a product or requests a chargeback on the purchase, you will not
receive a Payout

7) SPECIFIC TERMS APPLICABLE



We will determine whether Payout is permissible in our sole and

exclusive discretion. We reserve the right to reject clicks and/or sales that

do not comply with the terms of this Agreement.



Processing and fulfillment of orders will be our responsibility.

We will also provide real-time data regarding your account with us through the

portal on which you log into the Website.



As described above, in order to be eligible for Payout, Referral must make a

Qualified Purchase Requirements for a  Qualified
Purchase MUST include



a) Must not be referred by any other partner or affiliate links of

the Company (in other words, Qualified Purchases are only available through

your specific Affiliate Link;



b) May not be purchased by an already-existing partner or

Affiliate of the Company;



c) May not be purchased prior to the Affiliate joining the

Affiliate Program;



d) May only be purchased through a properly-tracking Affiliate

Link;



e) May not be purchased by a customer in violation of any of our

legal terms or Acceptable Use Policy;



f) May not be fraudulent in any way, in the Company's sole and

exclusive discretion;

8) PAYOUT INFORMATION



Payout will only be available when the Company has your current

address information as well as accounting and tax documentation. You will be

asked to submit a W8/W9 tax form. Accounting information must include the

routing and account number of a bank where you wish to post a direct deposit or

may include an email address for an online method of payment.



The Company employs the following methods of Payout:

PayPal



For any changes in your address or accounting information, you

must notify us immediately via the Affiliate Portal and we will endeavor to
make the changes to your

Payout information as soon as possible.



Payouts are made on the last week  of
the month for sales generated in the previous month.  We explicitly reserve the right to change Payout
information in our sole and exclusive discretion. If we do so, you will be
notified.



Payouts are also subject to the following restriction:



a) Payouts are available after Affiliate has been working with Company at least
30 days. 

b) Payouts will NOT be rendered for amounts
less than $30.00.  If you have a total
commission in your affiliate account of less than $30.00, that amount will
carry over to the next month’s cycle. 



For any disputes as to payout, the Company must be notified within thirty days
of your receipt of the Payout. We will review each dispute notification as well
as the underlying payout transaction to which it is related. Disputes filed
after thirty days of payout will not be addressed.

9) REPORTS



Affiliate may log into account to review reports related to

your affiliation, such as Payout reports and Conversions. Please be advised
however, that not all listed Conversions

have been fully reviewed for accuracy in the reports viewable

by you in real-time and therefore may be subject to change prior to
payout. 

10) TERM, TERMINATION & SUSPENSION



The term of this Agreement will begin when we accept you into the

Affiliate Program. It can be terminated by either Party at any time with or

without cause.



You may only earn Payouts as long as you are an Affiliate in Good

Standing during the term. If you terminate this Agreement with us, you will

qualify to receive payouts earned prior to the date of termination.



If you fail to follow the terms of this Agreement or any other

legal terms we have posted anywhere on our website or websites, you forfeit all

rights, including the right to any unclaimed payout.



We specifically reserve the right to terminate this Agreement if

you violate any of the terms outlined herein, including, but not limited to,

violating the Intellectual Property rights (hereafter called “Intellectual
Property”) of the Company or a third party,

failing to comply with applicable laws or other legal obligations, and/or

publishing or distributing illegal material.



At the termination of this Agreement, any provisions that would be

expected to survive termination by their nature shall remain in full force and

effect. 

11) INTELLECTUAL PROPERTY



You agree that the Intellectual Property is owned by the Company

includes all copyrights, trademarks, trade secrets, patents, and other

intellectual property belonging to the Company



Subject to the Intellectual Property limitations
listed below, we hereby grant you a

non-exclusive, non-transferable, revocable license to access our websites in

conjunction with the Affiliate Program and use the Intellectual Property ]
solely and

exclusively in conjunction with identifying our Company and brand on the

Affiliate Site to send customers to the Affiliate links we provide. You may not

modify the Intellectual Property in any way and you are only permitted to use
the Intellectual Property  if Affiliate
is in Good standing with Company



Company may revoke this Agreement at any time and if we find that Affiliate is

using the Intellectual Property in any manner not contemplated by this
Agreement,  including the right to
terminate this Agreement immediately.



Other than as provided herein, Affiliate  is not permitted to use any of

the Intellectual Property or any confusingly similar variation of the Intellectual
Property without

Company’s  express prior written consent..
This includes a restriction on using the

Intellectual Property in any domain or website name, in any keywords or
advertising, in

any metatags or code, or in any way that is likely to cause consumer confusion.



Please be advised that Affiliates unauthorized use of any Intellectual Property

shall constitute unlawful infringement and Company reserves all of  rights,

including the right to pursue an infringement suit against Affiliate. . You may
be obligated to pay monetary damages or legal fees and costs.



Affiliate has  hereby provide Company a
non-exclusive license to use Affiliate’s name,

trademarks and service marks if applicable and other Affiliate intellectual

property to advertise Company’s Affiliate Program. 

Affiliate is prohibited from posting your Affiliate links on
any and all social media of Company

Affiliate shall not purchase keywords, domain names,
advertising, search terms, adwords, or any other identifiers that include any
of the Company’s Intellectual Property, including but not limited to the word
“Brush On Block”, the names of any Brush On Block products, or any variations
or misspellings therof. 

12) MODIFICATION & VARIATION



The Company may, from time to time and at any time, modify this

Agreement. Affiliate agrees that the Company has the right to modify this
Agreement or

revise anything contained herein. Affiliate further agrees that all
modifications to

this Agreement are in full force and effect immediately upon posting on the

Website and that modifications or variations will replace any prior version of

this Agreement, unless prior versions are specifically referred to or

incorporated into the latest modification or variation of this Agreement. If Company

updates or replaces the terms of this Agreement, Company will let inform
Affiliate. If Affiliates  does not  agree to the update

or replacement, Affiliate can choose to terminate this Agreement as described
below.



a) To the extent any part or subpart of this Agreement is held

ineffective or invalid by any court of law, Affiliate  agrees that the prior, effective

version of this Agreement shall be considered enforceable and valid to the

fullest extent.



b) Affiliate agrees to routinely monitor this Agreement and refer to the

Effective Date posted at the top of this Agreement to note modifications or

variations. Affiliate further agrees to clear your cache when doing so to avoid

accessing a prior version of this Agreement. 

13) RELATIONSHIP OF THE PARTIES



Nothing contained within this Agreement shall be construed to form

any partnership, joint venture, agency, franchise, or employment relationship.

Affiliate is  an independent contractor
of the Company and will remain so at all

times. 

14) ACCEPTABLE USE



Affiliate agrees not to use the Affiliate Program or our Company for any

unlawful purpose or any purpose prohibited under this clause. Affiliate agrees
not to

use the Affiliate Program in any way that could damage our websites, products,

services, or the general business of the Company.

 

a) Affiliate further agrees not to use the Affiliate Program:



I) To harass, abuse, or threaten others or otherwise violate any

person's legal rights;



II) To violate any Intellectual Property  rights of the Company or

any third party;



III) To upload or otherwise disseminate any computer viruses or

other software that may damage the property of another;



IV) To perpetrate any fraud;



V) To engage in or create any unlawful gambling, sweepstakes, or

pyramid scheme;



VI) To publish or distribute any obscene or defamatory material;



VII) To publish or distribute any material that incites violence,

hate, or discrimination towards any group;



VIII) To unlawfully gather information about others. 

15) AFFILIATE OBLIGATIONS & FTC COMPLIANCE



Affiliate is   responsible for ensuring
operation and maintenance of the

Affiliate Site (needs definition), including technical operations, written
claims, links, and

accuracy of materials. Affiliate must ensure, as noted above, that the
Affiliate Site

does not infringe upon the intellectual property rights of any third party or

otherwise violate any legal rights.



Company may monitor Affiliates  account,
as well as clicks and/or purchases

coming through Affiliate account. If Company determines for any reason you are
not in compliance with any

of the terms of this Agreement, Company has the right to immediately terminate
your

participation in the Affiliate Program.



Company requires all of our Affiliates to comply with all applicable

statutes, regulations, and guidelines set by the Federal government, through

the Federal Trade Commission, as well as State and Local governments as

mandated. The Federal Trade Commission requires that affiliate
relationships,

such as the relationship between you and the Company, be disclosed to

consumers.



Company  recommends that Affiliate seek
independent legal counsel to advise you

of your obligations to disclose in this manner.



Affiliate is   required to post a
conspicuous notice on Affiliate Site

regarding the Affiliate Program. The notice does not have to contain the

precise words as the example given below, but should be similar:



We engage in affiliate marketing whereby we receive funds through

clicks to our affiliate program through this website or we receive funds

through the sale of goods or services on or through this website. We may also

accept advertising and sponsorships from commercial businesses or receive other

forms of advertising compensation. This disclosure is intended to comply with

the US Federal Trade Commission Rules on marketing and advertising, as well as

any other legal requirements which may apply.



Company also requires Affiliate to comply with any and all applicable data

privacy and security laws and regulations, including all of those which may

impact your country of residence or your visitors. Such regulations include,

but are not limited to, any applicable laws in the United States or the General

Data Protection Regulation of the European Union. Company also requires that Affiliate

implement adequate organizational and technical measures to ensure an

appropriate level of security for the data that you process. Further, you

hereby agree to comply with any requests which we may make to you regarding

compliance with the General Data Protection Regulation or requests which you

may receive from data subjects.



If Company finds Affiliate is   not in
compliance with any of the requirements

of this subpart, Company may terminate our relationship with Affiliate  at our sole and

exclusive discretion. 

16) REVERSE ENGINEERING & SECURITY



Affiliate  agrees not to undertake any of
the following actions:



a) Reverse engineer, or attempt to reverse engineer or disassemble

any code or software from or on any of our websites or services;



b) Violate the security of any of our websites or services through

any unauthorized access, circumvention of encryption or other security tools,

data mining or interference to any host, user or network. 

17) DATA LOSS



The Company does not accept responsibility for the security of

Affiliates account or content. Affiliate s agree that participation in the
Affiliate

Program is at own risk. 

18) INDEMNIFICATION



Affiliate  agrees to defend and indemnify
the Company and any of its

agents (if applicable) and hold us harmless against any and all legal claims

and demands, including reasonable attorney's fees, which may arise from or

relate to your use or misuse of the Affiliate Program, your breach of this

Agreement, or your conduct or actions. Affiliate agrees that the Company shall
be able

to select its own legal counsel and may participate in its own defense, if the

Company wishes.



19) SPAM POLICY



Affiliate is  strictly prohibited from
using the Affiliate Program for

illegal spam activities, including gathering email addresses and personal

information from others or sending any mass commercial emails.

20) ENTIRE AGREEMENT



This Agreement constitutes the entire understanding between the

Parties with respect to the Affiliate Program. This Agreement supersedes and

replaces all prior or contemporaneous agreements or understandings, written or

oral. 

21) SERVICE INTERRUPTIONS



The Company may need to interrupt your access to the Affiliate

Program to perform maintenance or emergency services on a scheduled or

unscheduled basis. Affiliate agrees that access may be affected by
unanticipated

or unscheduled downtime, for any reason, but that the Company shall have no

liability for any damage or loss caused as a result of such downtime. 

22) NO WARRANTIES



Affiliate agrees that use of the Affiliate Program is at their sole

and exclusive risk and that any services provided by Company are on an "As

Is" basis. The Company hereby expressly disclaims any and all express or

implied warranties of any kind, including, but not limited to the implied

warranty of fitness for a particular purpose and the implied warranty of

merchantability. The Company makes no warranties that the Affiliate Program

will meet Affiliate  needs or that it
will be uninterrupted, error-free, or secure.

The Company also makes no warranties as to the reliability or accuracy of any

information. Affiliate agrees that any damage that may occur,, through your

computer system, or as a result of loss of data from  use of the

Affiliate Program is Affiliate’s sole responsibility and that the Company is
not

liable for any such damage or loss. 

23) LIMITATION ON LIABILITY



The Company is not liable for any damages that may occur to you as

a result of Affiliate’s participation in the Affiliate Program, to the fullest
extent

permitted by law. The maximum liability of the Company arising from or relating

to this Agreement is limited to one hundred ($100) US Dollars. This section

applies to any and all claims by Affiliate, including, but not limited to, lost

profits or revenues, consequential or punitive damages, negligence, strict

liability, fraud, or torts of any kind. 

24) GENERAL PROVISIONS:



A) LANGUAGE: All communications made or notices given pursuant to

this Agreement shall be in the English language.



B) JURISDICTION, VENUE & CHOICE OF LAW: Through

participation in the Affiliate Program, Affiliate agrees that Oregon shall
govern any

matter or dispute relating to or arising out of this Agreement, as well as any

dispute of any kind that may arise between Affiliate and the Company, with the

exception of its conflict of law provisions. In case any litigation

specifically permitted under this Agreement is initiated, the Parties agree to

submit to the personal jurisdiction of the state and federal courts of the

following county: Washington, Oregon. The Parties agree that this choice of

law, venue, and jurisdiction provision is not permissive, but rather mandatory

in nature. You hereby waive the right to any objection of venue, including

assertion of the doctrine of forum non conveniens or similar doctrine.



C) ARBITRATION: In case of a dispute between the Parties relating

to or arising out of this Agreement, the Parties shall first attempt to resolve

the dispute personally and in good faith. If these personal resolution attempts

fail, the Parties shall then submit the dispute to binding arbitration. The

arbitration shall be conducted in the following county: Washington. The

arbitration shall be conducted by a single arbitrator, and such arbitrator

shall have no authority to add Parties, vary the provisions of this Agreement,

award punitive damages, or certify a class. The arbitrator shall be bound by

applicable and governing Federal law as well as the law of Oregon. Each Party

shall pay their own costs and fees. Claims necessitating arbitration under this

section include, but are not limited to: contract claims, tort claims, claims

based on Federal and state law, and claims based on local laws, ordinances,

statutes or regulations. Intellectual property claims by the Company will not

be subject to arbitration and may, as an exception to this subpart, be

litigated. The Parties, in agreement with this subpart of this Agreement, waive

any rights they may have to a jury trial in regard to arbitral claims.



D) ASSIGNMENT: This Agreement, or the rights granted hereunder,

may not be assigned, sold, leased or otherwise transferred in whole or part by

you. Should this Agreement, or the rights granted hereunder, by assigned, sold,

leased or otherwise transferred by the Company, the rights and liabilities of

the Company will bind and inure to any assignees, administrators, successors,

and executors.



E) SEVERABILITY: If any part or subpart of this Agreement is held

invalid or unenforceable by a court of law or competent arbitrator, the

remaining parts and subparts will be enforced to the maximum extent possible.

In such condition, the remainder of this Agreement shall continue in full

force.



F) NO WAIVER: In the event that we fail to enforce any provision

of this Agreement, this shall not constitute a waiver of any future enforcement

of that provision or of any other provision. Waiver of any part or subpart of

this Agreement will not constitute a waiver of any other part or subpart.



G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts

under this Agreement are for convenience and organization, only. Headings shall

not affect the meaning of any provisions of this Agreement.



H) FORCE MAJEURE: The Company is not liable for any failure to

perform due to causes beyond its reasonable control including, but not limited

to, acts of God, acts of civil authorities, acts of military authorities,

riots, embargoes, acts of nature and natural disasters, and other acts which

may be due to unforeseen circumstances.



I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications

are permitted to both Parties under this Agreement, including email or fax. For

any questions or concerns, please email us at the following address:

[email protected]