ProSpec Affiliate Terms & Agreements

Last Updated: [Insert Date]

Table of Contents

1. Affiliate Program Terms & Conditions
2. Media & Image Rights License
3. Affiliate Liability & Independent Contractor Notice

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1. ProSpec Affiliate Program Terms & Conditions

This Affiliate Program Terms & Conditions Agreement (“Agreement”) is entered into between ProSpec Gloves LLC (“ProSpec,” “we,” “our,” or “us”) and the participating individual (“Affiliate,” “you,” or “your”). By applying to the ProSpec Affiliate Program, creating an affiliate account, or using any affiliate code, you agree to be bound by these terms.

1. Program Overview

ProSpec offers Affiliates the opportunity to earn commissions by promoting ProSpec products. Affiliates may receive:

• A customizable 30% discount window (split between customer discount and affiliate commission)
• Commissions on qualifying purchases made using their affiliate code
• Optional royalties on approved glove model designs listed on the ProSpec website
• Access to exclusive discounts, drops, and promotional opportunities

2. Eligibility Requirements

To participate, you must:

• Be at least 13 years old (with parental consent if under 18)
• Create or log into a ProSpec customer account
• Submit accurate personal and payment information
• Agree to all terms in this Agreement

ProSpec reserves the right to accept or reject any affiliate application at its sole discretion.

3. Affiliate Code & Discount Structure

Each Affiliate receives a custom discount code.

3.1 Discount Window

Affiliates can allocate a total of 30% between:

• Discount offered to customers, and
• Commission rate earned by the Affiliate.

Examples:

• 20% discount / 10% commission
• 15% discount / 15% commission
• 10% discount / 20% commission

Custom splits must total 30%.

3.2 Code Usage

Your affiliate code may not be:

• Used on your own orders unless explicitly permitted by ProSpec
• Used fraudulently or for any misleading purpose
• Posted on coupon/deal aggregation sites without ProSpec’s approval

ProSpec may revoke, modify, or reassign codes at any time.

4. Commissions

4.1 Commission Eligibility

Commissions are earned when:

• A qualifying purchase is completed using your affiliate code, and
• The order is fully paid, not refunded, not cancelled, and past the fraud/chargeback window.

4.2 Commission Rate

Your commission rate is determined by the discount/commission split you select within the 30% window.

4.3 Payment Schedule

• Commissions are paid monthly.
• Payouts are made to the Affiliate’s selected payout method.
• A minimum payout threshold may apply if ProSpec implements one.
• Monthly payouts include commissions from the previous calendar month’s completed orders.

5. Taxes & W-9 Requirements

• You participate as an independent contractor, not an employee.
• You are solely responsible for reporting and paying all taxes on your earnings.
• ProSpec will issue a 1099-NEC to Affiliates earning $600 or more in a calendar year, as required by law.
• You may be required to submit a W-9 or similar tax form. Failure to provide accurate tax information may delay or void payouts.

6. Affiliate Obligations

As an Affiliate, you agree to:

• Follow all applicable laws and regulations, including FTC disclosure guidelines for endorsements and advertising.
• Represent ProSpec products honestly and accurately.
• Refrain from hate speech, harassment, illegal activity, or offensive conduct while promoting ProSpec.
• Use only media and assets you have the rights to use.
• Not mislead customers or misrepresent product performance or features.

7. Website Promotion & Player Model Listings

Affiliates may opt in to:

• Appear on the ProSpec website as a featured athlete or affiliate.
• Have up to two glove model designs listed for sale on the site.

Affiliates provide:

• Links to their unique glove designs created in the ProSpec customizer.
• Optional photos for use on their player profile or promotional sections.

ProSpec may approve, decline, remove, or modify listings and promotions at any time. Affiliates may earn a 10% royalty on approved glove model sales, subject to program rules.

8. Intellectual Property

• Participation does not grant ownership of ProSpec trademarks, logos, website content, or product designs (other than your personal customizer designs).
• Use of ProSpec logos or branding must follow ProSpec’s guidelines.
• Additional rights regarding images and media are governed by the Media & Image Rights License.

9. Term & Termination

ProSpec may suspend or terminate your affiliate status at any time, with or without cause, including but not limited to:

• Fraud or suspected fraud
• Abuse or manipulation of affiliate codes
• Offensive, illegal, or inappropriate conduct
• Misrepresentation of ProSpec or its products

Upon termination, your affiliate code may be deactivated. Valid, earned commissions for completed orders prior to the termination date will still be paid in accordance with this Agreement.

10. Limitation of Liability

To the fullest extent permitted by law:

• ProSpec is not liable for indirect, incidental, consequential, or special damages, including lost profits or opportunities.
• ProSpec is not liable for website downtime, tracking errors, or technical issues that may affect commissions, except to the extent we can reasonably correct or reconcile them.
• Your sole and exclusive remedy for any claim relating to the Affiliate Program is the payment of valid, earned commissions that have not yet been paid.

11. Governing Law

This Agreement is governed by the laws of the State of [Insert State], without regard to its conflict of law principles.

12. Acceptance

By applying to the program, creating an affiliate account, checking any “I agree” box, scrolling through these terms, or using an affiliate code, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

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2. Media & Image Rights License Agreement

Last Updated: [Insert Date]

1. License Grant

Affiliate grants ProSpec a non-exclusive, royalty-free, worldwide license to use the following materials provided by the Affiliate or publicly posted by the Affiliate in connection with ProSpec products:

• Photographs
• Videos
• Glove designs and configurations
• Name, likeness, and basic biographical information

These materials may be used for:

• Website content and product pages
• Social media posts and advertisements
• Email campaigns
• Printed and digital marketing materials
• Showcasing glove designs and affiliate stories

2. Promotional Use on Website

Affiliates may choose whether to:

• Be featured on the ProSpec website
• Display personal photos on their player or affiliate profile
• Have glove models listed for sale connected to their profile

Affiliates can update these preferences in their account or by contacting ProSpec.

3. Ownership

Affiliates retain ownership of their original content. By submitting or allowing use of such content, Affiliate grants ProSpec the right to use, reproduce, modify, publish, display, and distribute this content for promotional purposes, without additional compensation beyond the affiliate commissions and any applicable glove model royalties.

4. No Additional Compensation

Except for commissions, royalties, or other program benefits explicitly described by ProSpec, Affiliates are not entitled to additional payment for the use of their images, media, or designs.

5. Release of Claims

Affiliate releases ProSpec from any claims related to the permitted use of submitted media, including claims for:

• Invasion of privacy
• Right of publicity
• Defamation or misrepresentation based on typical editing or formatting
• Copyright or moral rights claims, to the extent allowed by law

6. Revocation of License

Affiliate may request that ProSpec discontinue future use of specific images or media by sending a written request. ProSpec will make reasonable efforts to remove or replace such content on its digital platforms within a reasonable timeframe. This does not require ProSpec to recall printed materials or remove content already widely distributed.

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3. Affiliate Liability Waiver & Independent Contractor Notice

Last Updated: [Insert Date]

1. Independent Contractor Status

Affiliate acknowledges and agrees that:

• They participate in the ProSpec Affiliate Program as an independent contractor, not an employee.
• No employment relationship, partnership, joint venture, or agency relationship is created by this program.
• They are not entitled to employee benefits of any kind, including but not limited to health insurance, retirement benefits, or paid leave.
• They are solely responsible for their own working hours, promotional methods, and business expenses.

2. Liability Waiver

Affiliate voluntarily participates in the program and assumes all risks arising from their promotional activities.

To the maximum extent permitted by law, Affiliate releases ProSpec from liability for:

• Personal injuries or property damage related to affiliate activities
• Financial losses, including lost commissions or profits
• Reputation or brand damage resulting from the Affiliate’s own actions
• Technical issues, tracking errors, or website downtime beyond ProSpec’s reasonable control

The primary obligation of ProSpec is to pay valid, earned commissions and royalties as outlined in the Affiliate Program Terms & Conditions.

3. Indemnification

Affiliate agrees to indemnify and hold ProSpec harmless from any claims, damages, liabilities, costs, or expenses (including legal fees) arising out of:

• Affiliate’s violation of any law, rule, or regulation
• Affiliate’s violation of this Agreement or the Affiliate Program Terms & Conditions
• Affiliate’s infringement of any third-party rights, including intellectual property or privacy rights
• Affiliate’s misleading or false statements about ProSpec or its products

4. Dispute Resolution

Affiliate agrees that:

• Any dispute will first be addressed in good faith directly with ProSpec.
• Damages, if any, are limited to the amount of valid, unpaid commissions or royalties owed.
• Affiliate waives any right to participate in class actions or similar representative proceedings against ProSpec relating to the Affiliate Program.

5. Governing Law

This notice and any dispute related to the Affiliate Program are governed by the laws of the State of [Insert State], without regard to conflict of laws principles.

6. Acceptance

By joining or continuing to participate in the ProSpec Affiliate Program, Affiliate confirms that they have read, understood, and agree to this Liability Waiver & Independent Contractor Notice.

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