Affiliate Terms

These Protoface Affiliate Program Terms and Conditions (the “Agreement”) govern participation in the Protoface affiliate program (the “Program”). By applying to, enrolling in, or participating in the Program, you (“Affiliate,” “you,” or “your”) agree to be bound by this Agreement.

1. Eligibility and Enrollment

You may participate in the Program only if you are legally capable of entering into a binding contract and are not prohibited from participating under applicable law. Participation is subject to Protoface’s approval. Protoface may accept, reject, suspend, or terminate any application or Affiliate’s participation at its sole discretion.

You must provide accurate, complete, and current information in connection with the Program, including your legal name, business name (if applicable), contact information, payment details, tax information, website(s), and social profiles. You are responsible for all activity under your Program account and for maintaining the security of your account credentials.

2. Program Structure

If approved, you may receive referral links, referral codes, tracking links, or similar identifiers (collectively, “Referral Tools”) to promote Protoface. Certain commercial, attribution, payment, campaign, or operational terms may be provided through the Program dashboard, onboarding materials, campaign pages, or other written communications from Protoface (collectively, the “Program Materials”).

If there is a conflict between this Agreement and the applicable Program Materials, the Program Materials control solely with respect to that campaign, referral, attribution, or commission rule. The Program is non-exclusive, and Protoface may market and sell its products and services directly or through any other channel.

3. Relationship of the Parties

Affiliate is an independent contractor and not an employee, agent, partner, joint venturer, franchisee, broker, fiduciary, or representative of Protoface. Affiliate has no authority to bind Protoface, make commitments on Protoface’s behalf, negotiate or enter into contracts for Protoface, accept payment for Protoface, or make warranties or representations not expressly authorized by Protoface.

All customers and prospective customers of Protoface remain customers or prospective customers of Protoface. Affiliate is not entitled to any salary, reimbursement, benefits, insurance, workers’ compensation, or other employee protections from Protoface.

4. Qualified Referrals and Purchases

A “Qualified Referral” is a prospective customer referred through an approved Referral Tool and validly attributed to Affiliate under this Agreement and the applicable Program Materials. A “Qualified Purchase” is a bona fide, fully paid customer transaction that Protoface determines qualifies for a commission under the applicable Program Materials.

Protoface’s tracking, attribution, payment, customer, and transaction records are controlling absent manifest error. Protoface may make final determinations regarding attribution, eligibility, duplicate referrals, suspected abuse, and disputed commissions.

Unless Protoface expressly approves otherwise in writing, self-referrals, purchases for Affiliate’s own use, related-party purchases, existing customers or active sales opportunities, test orders, free or non-revenue transactions, fraudulent or duplicate transactions, refunded or disputed transactions, and transactions obtained in violation of this Agreement, the Program Materials, or applicable law do not qualify for commissions.

5. Commissions and Payment

Affiliate earns commissions only on Qualified Purchases and only as expressly stated in the applicable Program Materials. A tracked referral, pending transaction, or dashboard entry does not create a right to payment. A commission is not earned or payable until Protoface determines that the underlying transaction is a Qualified Purchase and all applicable requirements have been satisfied.

Protoface may reject, reverse, offset, recapture, withhold, or adjust any commission if Protoface determines that the transaction was ineligible, refunded, disputed, unpaid, improperly attributed, generated through prohibited conduct, or paid in error. Protoface may delay payment while it reviews suspected fraud, abuse, policy violations, incomplete tax or payment information, or other compliance concerns.

Affiliate is solely responsible for all taxes, filings, and obligations related to amounts paid to Affiliate. Protoface may withhold payment until required tax, identity, and payment information has been provided and verified.

6. Affiliate Obligations

Affiliate must promote Protoface lawfully, professionally, and truthfully. Affiliate must not make false, misleading, deceptive, unsubstantiated, disparaging, or unauthorized statements about Protoface, its products, services, pricing, features, customers, competitors, or business.

Affiliate may not make guarantees, performance claims, legal claims, compliance claims, service commitments, or warranties on Protoface’s behalf unless expressly authorized in writing by Protoface. Affiliate must clearly and conspicuously disclose its material relationship with Protoface whenever required by applicable law or guidance.

Affiliate must comply with applicable advertising, consumer protection, privacy, anti-spam, telemarketing, and platform rules. Upon Protoface’s request, Affiliate must promptly modify or remove promotional material that Protoface reasonably determines is inaccurate, noncompliant, or inconsistent with Protoface’s brand.

7. Prohibited Conduct

Affiliate must not use illegal, deceptive, misleading, or unethical promotional methods; spam or unlawful commercial messaging; malware, spyware, bots, fake leads, fake accounts, fake reviews, cookie stuffing, click injection, forced redirects, hidden iframes, or other deceptive tracking methods.

Affiliate must not bid on or use Protoface trademarks, product names, misspellings, or confusingly similar terms in paid advertising without Protoface’s prior written approval; impersonate Protoface; register or use domain names, social handles, ad accounts, or business names incorporating Protoface trademarks without approval; offer unauthorized customer incentives; interfere with another affiliate’s attribution; or use Referral Tools on coupon, cashback, toolbar, browser extension, loyalty, or similar properties without approval.

8. Intellectual Property

Protoface and its licensors retain all right, title, and interest in Protoface’s trademarks, logos, service marks, domain names, website, software, content, creative assets, and other intellectual property. Subject to this Agreement, Protoface grants Affiliate a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term to use Protoface-approved Program materials solely to promote Protoface in accordance with this Agreement.

Affiliate may not modify Protoface’s marks or materials, create derivative works from them, use unapproved creative, or use Protoface intellectual property in a misleading, unlawful, disparaging, or brand-inconsistent manner. Protoface may revoke this license at any time.

9. Confidentiality

Affiliate may receive non-public information relating to Protoface’s business, customers, product plans, pricing, roadmap, partner arrangements, or other confidential matters (“Confidential Information”). Affiliate must protect Confidential Information using at least reasonable care, use it only as necessary to perform under this Agreement, and not disclose it to any third party except as required by law.

10. Term, Suspension, and Termination

This Agreement begins when Affiliate first accepts it or participates in the Program and continues until terminated. Either party may terminate this Agreement at any time. Protoface may immediately suspend or terminate Affiliate’s participation, with or without notice, if Protoface suspects fraud, abuse, prohibited conduct, legal noncompliance, reputational risk, or a breach of this Agreement.

Upon termination, Affiliate must immediately stop promoting Protoface, stop using Referral Tools, and cease using Protoface trademarks and Program materials. Any unpaid commissions remain subject to Protoface’s review, adjustment, reversal, withholding, and setoff rights. If Protoface terminates Affiliate for fraud, abuse, prohibited conduct, or breach of this Agreement, Affiliate forfeits unpaid commissions to the fullest extent permitted by law.

11. Representations, Indemnification, and Remedies

Affiliate represents and warrants that its participation in the Program, promotional materials, websites, data practices, and communications will comply with applicable law and will not infringe or violate third-party rights. Affiliate will defend, indemnify, and hold harmless Protoface and its affiliates, officers, directors, employees, licensors, service providers, and agents from and against third-party claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising from Affiliate’s participation in the Program, content, communications, breach of this Agreement, or violation of law or third-party rights.

Affiliate acknowledges that unauthorized use of Protoface intellectual property or Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Protoface may seek injunctive or equitable relief in addition to any other available remedies.

12. Disclaimers and Limitation of Liability

The Program, Referral Tools, tracking, dashboards, and related materials are provided “as is” and “as available.” Protoface does not guarantee any level of conversions, revenue, commissions, attribution accuracy, availability, or continued operation of the Program. To the maximum extent permitted by law, Protoface disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

To the maximum extent permitted by law, Protoface will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, goodwill, data, customers, business opportunities, or anticipated savings arising out of or relating to this Agreement or the Program. Protoface’s total aggregate liability arising out of or relating to this Agreement or the Program will not exceed the lesser of: (a) $100; or (b) the commissions actually paid to Affiliate during the three months preceding the event giving rise to the claim. Nothing in this Agreement limits liability that cannot lawfully be limited.

13. Modification of the Program and Agreement

Protoface may modify, suspend, or discontinue the Program, Program Materials, Referral Tools, or this Agreement at any time. Changes become effective when posted on Protoface’s website, communicated through the Program, or otherwise provided to Affiliate, unless a later effective date is stated. Continued participation after the effective date of a change constitutes acceptance of that change.

14. Governing Law and Miscellaneous

This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles. The state and federal courts located in Los Angeles County, California will have exclusive jurisdiction over disputes arising out of or relating to this Agreement, and each party submits to the personal jurisdiction and venue of those courts.

This Agreement, together with applicable Program Materials, is the entire agreement between the parties concerning the Program and supersedes prior understandings on that subject. Affiliate may not assign or transfer this Agreement without Protoface’s prior written consent. Protoface may assign this Agreement without restriction. If any provision is held unenforceable, the remaining provisions remain in effect. Electronic acceptance of this Agreement is legally binding and equivalent to a handwritten signature.

15. Contact

For questions about the Program, contact info@protoface.com.