K2 INDUSTRIES LLC — AFFILIATE PROGRAM AGREEMENT
Effective Date: Jan 3, 2024
This Affiliate Program Agreement ("Agreement") is entered into between K2 Industries LLC ("Company," "we," "us," "our") and you ("Affiliate," "you," "your"). By participating in the K2 Industries Affiliate Program, you agree to be bound by the terms of this Agreement. If you do not agree to these terms, you may not participate in the program.
This Agreement supersedes all prior affiliate arrangements, understandings, or agreements, whether written or verbal. Continued participation in the program after the effective date constitutes acceptance of these terms.
- PROGRAM OVERVIEW
The K2 Industries Affiliate Program is managed through UpPromote. Affiliates are provided with a unique referral code and/or tracking link to promote K2 Industries products. Commissions are earned only on qualifying sales as defined in this Agreement.
- COMMISSION STRUCTURE
Affiliates earn a flat percentage commission on net sales generated through their unique referral link or code. The commission rate is set at the time of enrollment and may be adjusted at any time at the sole discretion of K2 Industries with or without notice.
Commissions are calculated on the net sale amount after discounts, returns, refunds, chargebacks, and cancellations have been deducted. Shipping costs, taxes, and shipping protection fees are excluded from the commissionable amount.
K2 Industries reserves the right to modify, reduce, or eliminate commission rates for any affiliate at any time.
- QUALIFYING REFERRALS
A commission is earned only when ALL of the following conditions are met:
- The customer arrived at K2 Industries through the affiliate's unique referral link, or the affiliate's code was applied at checkout as a direct result of the affiliate's own promotional efforts.
- The affiliate played a meaningful and demonstrable role in driving the customer to make the purchase. This includes, but is not limited to: social media posts, content creation, email campaigns, video reviews, blog articles, or direct personal recommendations.
- The sale was not generated through any prohibited promotion method (see Section 4).
- The order is not subsequently returned, refunded, cancelled, or charged back.
- The affiliate is in good standing and in compliance with all terms of this Agreement at the time of payout.
If K2 Industries determines, at its sole discretion, that an affiliate did not meaningfully contribute to a sale, the commission for that sale may be withheld or denied without prior notice.
- PROHIBITED PROMOTION METHODS
The following promotional methods are strictly prohibited. Violation of any of these terms is grounds for immediate termination and forfeiture of all unpaid commissions:
- Coupon aggregator sites: Submitting, posting, or allowing your affiliate code or link to appear on coupon, deal, or discount aggregator websites including but not limited to Honey, RetailMeNot, CouponCabin, Dealspotr, Groupon, or any similar platform.
- Browser extensions: Distribution of affiliate codes through browser extensions, toolbars, or any automated coupon injection tools.
- Trademark bidding: Bidding on K2 Industries, Mod Supply, Mod Club, or any of our brand names, product names, or misspellings thereof in paid search advertising (Google Ads, Bing Ads, Facebook Ads, etc.).
- Cookie stuffing: Using any method to place tracking cookies on users' devices without their knowledge or genuine interaction with affiliate content.
- Spam: Unsolicited emails, text messages, social media DMs, or any other form of spam to promote affiliate links or codes.
- Misleading claims: Making false or misleading statements about K2 Industries products, pricing, availability, fitment, warranties, or promotions.
- Self-referrals: Using your own affiliate code or link for personal purchases unless expressly authorized in writing.
- Passive code distribution: Any method where your affiliate code becomes publicly discoverable through search engines or third-party sites without active, ongoing promotional effort on your part. If your code is found on sites you did not intentionally place it on, you are responsible for requesting its removal.
- RIGHT TO WITHHOLD, DENY, OR REVERSE COMMISSIONS
K2 Industries reserves the absolute right to withhold, deny, reduce, or reverse commissions under any of the following circumstances:
- The affiliate did not demonstrably and meaningfully contribute to the referred sale.
- The sale was attributed to the affiliate through a prohibited promotion method.
- The affiliate's code was applied by a customer who arrived at K2 Industries through organic search, direct navigation, paid advertising by K2 Industries, or any other non-affiliate channel, and then searched for or discovered the affiliate code independently.
- The referred order is returned, refunded, cancelled, or subject to a chargeback.
- Fraudulent, suspicious, or artificially inflated referral activity is detected.
- The affiliate is in violation of any term of this Agreement.
- K2 Industries determines, at its sole discretion, that the commission does not reflect a genuine affiliate-driven sale.
Decisions regarding commission eligibility are final and are made at the sole discretion of K2 Industries. The affiliate agrees that K2 Industries is not obligated to provide detailed justification for commission denials.
- PAYMENT TERMS
- Holding period: All commissions are subject to a 45-day holding period from the date of the qualifying sale before they become eligible for payout. This allows for returns, chargebacks, and verification.
- Minimum payout: Commissions are paid only when the affiliate's balance reaches a minimum of $50.00. Balances below this threshold carry forward to the next payment cycle.
- Payment schedule: Eligible commissions are paid monthly via the payment method configured in UpPromote.
- Tax responsibility: Affiliates are solely responsible for reporting and paying any applicable taxes on commissions received. K2 Industries may require a completed W-9 or equivalent tax form before processing payments.
- COMMISSION CLAWBACK
If a sale for which a commission has been paid is subsequently returned, refunded, cancelled, or charged back, K2 Industries reserves the right to deduct the corresponding commission from the affiliate's future earnings. If the affiliate's account has been terminated and no future earnings are available, K2 Industries reserves the right to seek repayment of overpaid commissions.
- BRAND USAGE AND CONTENT GUIDELINES
Affiliates may use K2 Industries brand assets (logos, product images, descriptions) solely for the purpose of promoting products through approved channels. Affiliates must:
- Not alter, modify, or misrepresent K2 Industries branding or trademarks.
- Clearly disclose the affiliate relationship in accordance with FTC guidelines (16 CFR Part 255). This includes using appropriate disclosures such as #ad, #affiliate, or #sponsored in social media content.
- Not create websites, social media accounts, or content that could be confused with official K2 Industries, Mod Supply, or Mod Club channels.
- Not associate K2 Industries with any content that is unlawful, defamatory, discriminatory, sexually explicit, or otherwise harmful to the brand's reputation.
- TERM AND TERMINATION
This Agreement is effective upon the affiliate's acceptance and continues until terminated by either party.
- Termination by K2 Industries: We may terminate any affiliate's participation immediately, with or without cause, at our sole discretion. Reasons for termination include but are not limited to: violation of this Agreement, inactivity, prohibited promotion methods, brand misrepresentation, or failure to generate qualifying referrals.
- Termination by Affiliate: You may terminate your participation at any time by notifying us in writing at Support@k2-industries.com.
- Effect of termination: Upon termination, all unpaid commissions that have not yet cleared the 45-day holding period are forfeited. Commissions that have cleared the holding period and meet the minimum payout threshold will be paid in the next payment cycle, provided the affiliate is not terminated for cause (violation of this Agreement). Affiliates terminated for cause forfeit all unpaid commissions regardless of holding period status.
- MODIFICATION OF TERMS
K2 Industries reserves the right to modify this Agreement at any time. Updated terms will be communicated through UpPromote or via the email address on file. Continued participation in the program after notification of changes constitutes acceptance of the modified terms. If you do not agree with any modification, your sole remedy is to terminate your participation.
- LIMITATION OF LIABILITY
K2 Industries shall not be liable to any affiliate for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, or anticipated commissions. Our total liability under this Agreement shall not exceed the total commissions actually paid to the affiliate in the 90 days preceding the claim.
- INDEPENDENT CONTRACTOR STATUS
Affiliates are independent contractors and are not employees, agents, or representatives of K2 Industries. Nothing in this Agreement creates a partnership, joint venture, or employment relationship. Affiliates have no authority to make commitments or enter into agreements on behalf of K2 Industries.
- GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States. Any disputes arising under this Agreement shall be resolved in the courts located in St. Lucie County, Florida.
- ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties regarding the affiliate relationship and supersedes all prior agreements, representations, or understandings, whether written or oral. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
By participating in the K2 Industries Affiliate Program, you acknowledge that you have read, understood, and agree to be bound by all terms of this Agreement.