42 ELECTRONICS AFFILIATE PROGRAM TERMS AND AGREEMENTS

This agreement between ____________________________ (the affiliate) and 42 Development LLC DBA 42 Electronics entered into on the _____ day of ________________ 2018, contains the complete terms and agreements of the affiliate program.

Please Note: "we", "us", and "our" refers to 42 Electronics and "you", "yours", "your" refers to the applicant. The term of this agreement will begin once you are accepted into the 42 Electronics affiliate program and will end upon notice of termination from either you or 42 Electronics.

RIGHTS AND RESTRICTIONS

1. We reserve the right to accept or reject any affiliate we review. 42 Electronics will exercise their own discretion during the decision making process and may decide to decline any application we see necessary.
   1. All affiliates are required to be of legal age to enter into a contractual agreement.
   2. As part of this agreement, all affiliates who are accruing active commissions must do so through a visible 42 Electronics banner, link or other forwarding method on a publicly viewable website, newsletter, blog, etc. Failure to do so may result in a terminated account.
   3. Affiliates may place orders through their own website.
   4. Affiliates should regularly create original content for their site or provide rich informational resources related to electronics, programming, robotics, STEM education, etc.

CANCELLATION

1. The affiliate account may be cancelled by 42 Electronics at any time for any reason we feel appropriate. Reasons may include slander, misrepresentation made to us, spam email used to promote the affiliate, posting 42 Electronics links on unapproved websites, uploading affiliate code through the use of unapproved methods, or sites that we feel might bring 42 Electronics disrepute, etc. In most cases, an issued warning letter in the form of e-mail or letter will be sent first. If no reparations have been made, then the affiliates account with 42 Electronics will be terminated.
2. All affiliates may cancel their account with 42 Electronics at any time and for any reason. Account must be canceled in writing via email. You are responsible for removal of all links from your Media and deleting all copies of links.
3. Affiliate accounts are non-transferable. The affiliate account will belong to the original registered owner until such time as the account is canceled by either party.

ACCESS TO ACCOUNT MANAGEMENT SERVICES

Shortly after your acceptance into the 42 Electronics affiliate program you will be emailed links, passwords and the related information necessary to gain access to your control panel. From here you may manage your account and set its parameters.

USE OF GRAPHICS AND LINKS, LIMITATIONS OF USE, AND COOKIE PERIODS

1. Graphics, and account management information will be provided to the affiliate after their acceptance into the program. In no way is the affiliate to use graphics not approved by 42 Electronics.
   1. Once a viewer clicks on an affiliate link and places an order with 42 Electronics that viewer becomes the sole customer of 42 Electronics. The affiliate will not have access to the customer’s account information, contact information, and will not be allowed to communicate with customer in regards to their order(s) placed with 42 Electronics. 42 Electronics is responsible for all customer service, fulfillment, processing, shipping and after-order inquiries made with the customer.
   2. This agreement does not constitute a joint venture, partnership, franchise, or other representative business of 42 Electronics. The affiliate is being paid as an independent contractor and in no way is this to be interpreted as representation or endorsement by 42 Electronics.
   3. 42 Electronics may at any time refuse any particular link, text or referring graphic used to forward a viewer to the 42 Electronics website. Only approved banners and graphics may be used.
   4. The use of 42 Electronics affiliate links, or links referring to a particular affiliate link is strictly prohibited through the use of junk mail, email server programs, spam, hit distribution networks, or through mass distribution in chat rooms, on 42 Electronics accounts/presences on social networking sites. 42 Electronics holds sole discretion on what is termed as "inappropriate use" and may at any time close an account if we are given information on inappropriate use.
   5. The cookie period for the 42 Electronics affiliate program is exactly 180 days. After this 180 day period the viewer must come back to the affiliate's website and proceed to click a link for commission to be earned.
   6. Commissions will not be reported or recorded by viewers who have set their cookie protection settings to a high standard. This may block and prevent the necessary cookies from being installed thus preventing the accrual of commissions that you as the affiliate may earn. 42 Electronics is not responsible for sales lost through high security settings, firewall parameters, or any other settings or equipment which prevent the necessary cookies from being installed.
   7. Affiliates are solely responsible for the development, operation, maintenance and technical operation of their sites including all materials that appear on their sites and related equipment.

PAYMENT

1. Monthly payout to the affiliate will accrue in their account until a minimum of $100.00 has been met by the final day of the month. All commission payouts will be made to a Paypal account drawn on US funds and will sent by the 15^th of every month once the $100 minimum requirement has been met. Payments will be less Paypal transaction fees.
   1. The commission to the affiliates is based on 15% of the subtotal for each order (after application of any coupon codes or other offers). You will not receive a commission on shipping charges.
   2. To be eligible for a commission, an order must be placed through an appropriate banner or link and tracked in the affiliate system. We are unable to assign affiliate commissions for orders placed via phone or mail.
   3. Commissions can be voided within your account for reasons which we will feel are appropriate. This is usually the result of fraudulent orders, excessive clicks from the same IP address, declines from the referred customer’s credit card, cancelled orders, duplicate orders, or other reasons that facilitate garnishment of commission. In the event that this occurs you will be notified within three business days of the void.
   4. We will not be responsible for lost commissions due to improper coding or inoperative links. 42 Electronics is also not responsible for sales lost through technical issues, such as, service outages, service interruptions, website updates, and server updates.

FRAUDULENT ORDERS AND ORDERS OUTSTANDING

1. It is possible that we may receive an order that is illegitimate and fraudulent. This usually takes place with a stolen or dispossessed credit card. In the event that we receive an order, which we have conclusive evidence of being fraudulent, we will cancel the order entirely and decommission your account for the 20%. If this is to occur you will be notified within three business days.
   1. 42 Electronics reserves the right to decide whether or not a viewer from your site will be serviced, sold to or otherwise catered to.

AFFILIATE DISCLOSURE

Participants of the 42 Electronics Affiliate Program are required to comply with FTC guidance for structure/function of disclosure of affiliate status. Affiliate members who are found to not be clearly disclosing their affiliate relationship with 42 Electronics will have their account suspended or canceled until the disclosure is instituted or brought into compliance. For additional information, please review the following links:

• FTC Endorsement Guide: (https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking)
• Making Effective Disclosures in Digital Advertising: (https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-staff-revises-online-advertising-disclosure-guidelines/130312dotcomdisclosures.pdf)

PROHIBITED SOLICITATION

1. Except for the display of a link to the 42 Electronics website, you are prohibited from any unlawful solicitation activities that would refer customers to 42 Electronics. This prohibition on unlawful solicitation includes, but is not limited to: unlawfully distributing flyers, coupons, newsletters and other printed promotional materials or electronic equivalents; verbal solicitation (e.g. in person referrals); initiating telephone calls; and sending emails.
2. You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act") and the 2018 GDPR law (if applicable). All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link. It is solely your obligation to ensure that the email complies with the Act. Affiliate members who are found to not be in compliance with the Act will have their account suspended or canceled until the disclosure is instituted or brought into compliance.

GRANT OF LICENSE AND RESTRICTED USE

1. 42 Electronics grants you a non-exclusive, non-transferable, revocable right to use our banners, advertisements, links, trademarks, logos, and HTML used solely for the purpose of advertising the 42 Electronics website.
   1. You also agree to fully cooperate to work with 42 Electronics to maintain and manage links including using appropriate wording.
   2. All content on the affiliates website including links, banners, text, etc, leading to any or all content within the 42 Electronics website is the sole responsibility of the affiliate. Because of the constantly changing nature of the 42 Electronics website, we hold it to be the affiliates responsibility to update and manage their own links leading to the 42 Electronics website. We are not responsible for alerting the affiliate or making recommendations on when we anticipate changing the links or directions to content on the 42 Electronics website.
   3. If 42 Electronics believes that fraudulent clicks have been recorded within your account as a result of masking links, multiple clicks or through embedding the code in a hidden fashion within your pages, or if the commission links have been exploited in any other way, we reserve the right to cancel any or all commissions and if necessary, close the account.

IRS RESPONSIBILITIES

All affiliates are required to provide a tax identification number in their account prior to any payments being made. A W-9 form may also be required. 1099 tax forms will be submitted to the IRS for any affiliate who earns commissions in excess of $600.

CHANGES TO THIS AGREEMENT

42 Electronics may change the wording and structure of these terms at any time. When a change to these terms and agreements occurs all affiliates will be notified within three business days.

PRIVACY

Your privacy is a major concern for 42 Electronics. We will not sell, disperse, trade or otherwise disseminate your account information to any organization outside of 42 Electronics.

WARRANTY

42 Electronics does not make any guarantees on the ability of the affiliate programs ability to generate income for the affiliate or applicant. We are exempt from all warranty, including, traffic generated, revenue earned, and functionality of the affiliate program.

LIMITATIONS OF LIABILITY

1. WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL 42 ELECTRONICS CUMULATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
   1. Indemnification. You agree to indemnify and hold harmless 42 Electronics and its employees, representatives, officers, agents and affiliates, against any and all claims, suits, actions, or other proceedings brought against 42 Electronics based on or arising from any claim.
      1. That our use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property right of any third party, or
      2. Resulting from your breach of this Agreement or resulting from your breach of any third party intellectual property right or misappropriation of any material, or resulting from any of your defamatory, libelous act or resulting from your violation of any third party right of publicity or privacy. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by 42 Electronics in connection with or arising from any such claim, suit, action, or proceeding.

MISCELLANEOUS

1. In any proceeding to enforce or interpret this agreement, the prevailing party shall be entitled to recover from the losing party its reasonable attorney fees, costs and expenses before and at any trial, arbitration, bankruptcy or any other proceeding and in any appeal or review.
2. The parties acknowledge and agree that this agreement has been negotiated and entered into in the state of North Carolina. The parties expressly agree that this agreement shall be governed by, interpreted under and construed and enforced in accordance with the laws of the state of North Carolina. Venue of any legal proceeding shall be in Wake County, North Carolina.

________________________________                       ________________________________

Affiliate Signature                                                               Julie Feickert, Member-Manager
                                                                                                42 Electronics Inc.

________________________________                       ________________________________

Affiliate Name (please print)                                            Date

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Date