Blue Scorpion Affiliate-Customer Agreement 

Preamble

This Agreement is entered into by and between Blue Scorpion, hereinafter referred to as the "Company," and the undersigned party, hereinafter referred to as the "Affiliate," collectively known as the "Parties."

Recitals

WHEREAS, the Company operates an Affiliate-Customer Program aimed at promoting and selling the Company's health and wellness products through an affiliate network;

WHEREAS, the Affiliate expresses a desire to participate in the Company's Affiliate-Customer Program, committing to promote the Company's products in alignment with the terms and conditions hereby stipulated;

THEREFORE, in recognition of the mutual agreements made herein, and in consideration of the mutual benefits and obligations set forth in this Agreement, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Tax Compliance and Reporting: The Affiliate, particularly those residing within the United States, is obligated to furnish their Taxpayer Identification Number (TIN) to the Company. This requirement facilitates the issuance of IRS Form 1099-MISC or any relevant tax documentation mandated by law. The Affiliate may utilize an IRS Form W-9 or a duly approved substitute form to comply with this provision. 

2. Term and Termination: The effectiveness of this Agreement is contingent upon the Company's approval of the Affiliate's application, remaining valid until terminated by either Party. Termination may occur at any party's discretion, with or without cause, and necessitates written notification to the opposing party. Such termination shall not invalidate any due commission payments for transactions finalized before the termination. 

3. Use of Affiliate Links: The Company shall provide the Affiliate with a personalized online link designed for tracking sales and commissions. The Affiliate is prohibited from sharing this link on public coupon/discount platforms or engaging in deceptive practices.  

4. Obligations and Conduct: The Affiliate commits to: a. Endorse the Company's products within their network via social media and other communication channels; b. Uphold the Company's integrity and reputation by conveying accurate information and adhering to legal and ethical standards; c. Adhere to all applicable laws, regulations, and guidelines, including those pertaining to FTC disclosures and FDA regulations on health claims. 

5. Compensation: The Affiliate is entitled to commissions for sales attributed to their affiliate link, with payments disbursed on a bi-weekly basis. The commission structure, determined by the Company, may be subject to modifications. 

6. Social Media and Content: The Affiliate is encouraged to promote the Company's products in a manner that is unique, creative, and genuine. Unauthorized health claims or misrepresentations of the product's benefits are strictly prohibited, and FTC disclosure requirements must be observed. 

7. IRS Form W-9 Certification: The Affiliate certifies the accuracy of their TIN and their exemption from backup withholding for the reasons outlined within this Agreement. The Affiliate confirms their status as either a U.S. citizen or a legal U.S. person, including any applicable FATCA reporting exemptions.

8. Compliance with Laws and Guidelines: The Affiliate agrees to comply with all applicable laws, regulations, and guidelines, including but not limited to the Federal Trade Commission (FTC) Endorsement Guides and data protection laws such as the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). 

9. Use of Intellectual Property: The Affiliate is granted a non-exclusive, non-transferable, revocable right to use the Company's trademarks, logos, and other intellectual property solely for the purpose of promoting the Company's products. All such uses must be pre-approved by the Company in writing. 

10. Data Protection and Privacy: The Affiliate must ensure that all personal data collected is processed in accordance with applicable data protection laws. The Affiliate agrees to implement appropriate security measures to protect such data against unauthorized access or processing.

11. Misrepresentation and Brand Representation: The Affiliate shall not make any false or misleading representations regarding the Company's products or services. The Affiliate agrees to maintain high standards of ethics and integrity in promoting the Company's products, ensuring all promotional materials accurately reflect the Company's brand values.

Furthermore, the Affiliate is expressly prohibited from misleading their audience and customers by pretending to be the Company, either through representation, design, affiliate social media pages, or any other tactics that could be construed as impersonating the Company or misrepresenting the Affiliate's relationship with the Company. This prohibition includes but is not limited to creating materials or communications that could give the impression that the Affiliate is directly endorsed, operated, or managed by the Company itself, rather than as an independent contractor participating in the Affiliate Program. 

Violations of this clause will result in immediate termination of this Agreement and may lead to legal action against the Affiliate for brand infringement, misrepresentation, and damages incurred by the Company due to such actions.

12. Compliance with FTC Guidelines: The Affiliate must clearly and conspicuously disclose their relationship with the Company in all promotional materials in accordance with FTC guidelines. Failure to comply with these guidelines will result in immediate termination of this Agreement and forfeiture of any accrued commissions.

13. Indemnification: The Affiliate agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with the Affiliate's breach of this Agreement, violation of laws, or infringement of third-party rights.

14. Dispute Resolution: Any disputes arising under this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in the state of Florida, and the decision of the arbitrator(s) shall be final and binding upon the Parties. 

15. Termination: Either party may terminate this Agreement at any time, with or without cause, upon providing written notice to the other party. Upon termination, the Affiliate must cease all use of the Company's intellectual property and confidential information.

16. Modification of Agreement: The Company reserves the right to modify the terms of this Agreement at any time. Such modifications shall be communicated to the Affiliate in writing, and the Affiliate's continued participation in the Program following such notification will constitute acceptance of the modified terms.

17. Limitation of Liability: The Company shall not be liable for indirect, special, or consequential damages arising in connection with this Agreement or the Affiliate Program. The Company's total liability under this Agreement shall not exceed the total commissions paid or payable to the Affiliate.

18. Confidentiality: The Affiliate agrees not to disclose or use any confidential information received from the Company for any purpose outside the scope of this Agreement, both during and after the termination of the Agreement. 

Execution 

Acceptance and Agreement By electing to enroll in the Blue Scorpion Affiliate-Customer Program, you, the Affiliate, hereby acknowledge and affirm that you have thoroughly reviewed, fully understood, and unequivocally agree to all the terms and conditions contained within this Agreement. Your enrollment and participation in the Affiliate Program constitute a legally binding acceptance of these terms, and you affirm your commitment to adhere to and be bound by all provisions herein. This acceptance is deemed effective upon your initiation of the enrollment process and is reinforced by your active engagement and continued participation in the Program.

This Privacy Policy of UpPromote about Affiliate Marketing system describes how we may collect and use personal data and the rights granted to merchants, affiliates and customers regarding their respective data.

By joining the Affiliate program, you signify your approval of the terms set out in this Privacy Policy, and other terms and conditions. If you do not agree to this Privacy Policy, you must not use the affiliate marketing system.

We may update this Privacy Policy from time to time in order to reflect, for example, changes to our privacy practices or for other operational, legal, or regulatory reasons. By continuing to our affiliate program after these changes are posted, you agree to the revised policy.

Personal Information Controller

Any personal information provided to or gathered by UpPromote under this Privacy Notice will be stored and controlled by UpPromote (the data controller).

Information collected from Merchants

When merchant uses the app, we are automatically able to access certain types of information from your Shopify account such as email, first name, last name, shop information (shop domain, shop currency, shop address …). We collect this information to provide you with our Services; for example, to confirm your identity, contact you, provide customer support when you contact us, provide you with advertising and marketing activities.

Information collected from Affiliates

When an Affiliate signs up to join a program, we collect some information to inform merchants such as email, personal information, payment details and social network information,...The information would help merchant evaluate affiliate background and potential, along with process specific activities within the app and contact affiliate if needed.

Information collected from Customers when visiting merchant website

In order to track referral order, when customers visit merchant website and make a purchase, UpPromote system will collect information of order such as total order, order items, order ID,....

About Cookies

“Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier.

Cookies are created when a user's browser loads a particular website. The website sends information to the browser which then creates a text file. Every time the user goes back to the same website, the browser retrieves and sends this file to the website's server.

For more information about cookies, including how to disable them, visit allaboutcookies.org.

Because cookies allow you to take advantage of some of Affiliate marketing system’s essential features, we recommend that you leave them turned on.

Information sharing

Ensuring your privacy is important to us. We do not share your personal information with third parties except as described in this privacy policy. We may share your personal information with third-party service providers who we employ to process specific functions; examples include providing email marketing activity, analyzing data and other marketing support,... Third-party service providers have access to personal information only as needed to perform their functions and they must process the personal information in accordance with this Privacy Policy.

We may also disclose your personal information to any third party with your prior consent.

Use of UpPromote app by Children

UpPromote is not intended for children. If you are under 13, you may use the affiliate marketing system only with the supervision of your parent or guardian.

Your Rights

UpPromote understands that you have rights over your personal information, and takes reasonable steps to allow you to access, correct, amend, delete, port, or limit the use of your personal information. If you are using the system and wish to exercise these right, please contact us through harut@bluescorpion.com. We may require that you provide us with acceptable verification of your identity before providing access to such information.

If you are an affiliate and wish to exercise these rights, please contact the merchant you interacted with directly — we serve as a processor on their behalf, and can only forward your request to them to allow them to respond.

Contact information

If you have any questions about your personal data or this Privacy Policy, or if you would like to file a complaint about how we process your personal data, please contact us by email at harut@bluescorpion.com