Affiliate Program Agreement

This Affiliate Program Agreement (this "Agreement") is a contract between Arct Technology LLC, a Wyoming limited liability company ("Arct Cloud", "we", "us", "our"), and the individual or organisation we accept as an affiliate ("you"). It governs every affiliate, referral-partner, revenue-share or other arrangement under which we pay or credit a reward for referrals (each, an "arrangement"). It applies only when both parties accept a written Program Offer that incorporates this Agreement. By accepting a Program Offer, you agree to this Agreement. Publishing this page, visiting a link or receiving a referral code does not by itself enrol you or promise a Commission. There is no Commission entitlement without an accepted Program Offer. The referral link in your Console account settings is not an affiliate arrangement under this Agreement. Section 20 of the Terms of Service governs it.

1. Enrolment and Program Offer

You must be at least 18, able to enter a contract and authorised to act for any organisation you represent. Give accurate contact, business, tax and payment information and identify the websites, communities and other channels where you will promote Arct Cloud. We may accept or decline an application, a proposed arrangement or a proposed channel in our sole discretion and without giving reasons, and we may ask for further information or verify your identity and business details before or after acceptance. An affiliate acts in a business capacity; customers referred through it keep their own consumer and contractual rights.

Before rewards accrue, the Program Offer must identify the parties, commencement date, approved referral identifiers and channels, eligible Services and customers, qualifying transaction or event, commission rate or fixed reward, calculation currency, attribution model and window, validation or locking period, payout threshold, schedule, method and fees. It must say whether rewards cover only the first qualifying purchase or also specified later purchases. Any minimum term or special termination rule must also be explicit. Commercial terms not stated in the accepted Program Offer are not implied from any other program or trade practice.

A "Program Offer" is a written offer from us that states the commercial terms of an arrangement and incorporates this Agreement. A "Commission" is a reward earned under that accepted offer. A "Qualifying Transaction" is the purchase or other event it expressly makes eligible. A "Referral" is a prospect introduced through an approved link, code or other identifier (a "Referral Identifier"). Capitalised terms not defined in this Agreement, such as "Services", "Account", "Console" and "Customer Content", have the meanings given in the Terms of Service, which apply for interpretation only. An enquiry or application stays pending until we expressly accept it in writing; silence is not acceptance. The arrangement is non-exclusive. Each party may work with others, including businesses offering competing services. Nothing in this Agreement limits our right to market and sell the Services, directly or through others, to any person, including a prospect you introduce.

2. Referrals and attribution

Use only the Referral Identifiers and placements we approve. A Referral qualifies only under the accepted Program Offer and the customer's actual eligible transaction. A cookie's lifetime is not a guaranteed commission attribution period. Consent choices, blocked storage, signed-link validity, existing Accounts and competing referrals can affect whether an event is attributed. Unless the Program Offer states a different rule, we decide attribution, including conflicts between referral sources, in our reasonable discretion on the records available to us. We do not guarantee that any click, sign-up or purchase is tracked or attributed. To the maximum extent permitted by applicable law, we are not liable for a Commission that is not recorded because tracking failed, a cookie expired or was deleted or blocked, or a person declined consent.

We determine whether a Referral is valid and whether a transaction is a Qualifying Transaction under this Agreement and the Program Offer. You may ask for a calculation statement and may dispute a missing or incorrect Referral or Commission, with supporting information, within 90 days after the end of the period the statement or payment covers. To the extent the law allows, a dispute raised later is waived. We review a supported dispute in good faith and tell you the outcome. Our determination is final unless it contains a manifest error. We may withhold details where disclosure would breach confidentiality, privacy or fraud controls. This Agreement does not promise a partner portal, customer-level analytics, lifetime revenue sharing or automatic commission payments.

No reward is due for an event outside the offer; a self-referral or a purchase through an Account owned or controlled by you, your personnel or anyone acting with you; a fabricated customer; a payment prohibited by law; a transaction where the customer objects to the reward or pays you a fee for the same referral; or a Referral obtained through fraud, misuse of a Referral Identifier or a breach of this Agreement. Existing customers and prospects already in an active sales process qualify only if the offer expressly includes them. A Referral whose first visit through your Referral Identifier occurs after this Agreement ends is not valid. We may decline any Referral in our reasonable discretion. The same transaction cannot earn duplicate Commissions under multiple Arct Cloud referral arrangements unless we agree that treatment in writing. We contract with and support the customer directly; an affiliate does not own the customer relationship or gain access to Customer Content. We may engage with any prospect directly, whether or not a Referral is valid.

3. Commissions, validation and reversals

A pending referral becomes payable only after the Program Offer's qualifying and validation conditions are met. Unless the offer expressly states a different calculation, qualifying revenue means eligible service fees actually received, excluding taxes, refunds, reversed or fraudulent payments, free promotional grants and purchases of account credit. An account-credit addition and a later purchase paid from that balance must not both generate a reward for the same underlying value. Whether redemption qualifies must be stated in the Program Offer.

We may extend a validation or holding period for as long as reasonably necessary to verify a transaction or investigate suspected fraud or breach. We may correct any calculation error, and we may reverse, withhold or recover the Commission attributable to a transaction that is refunded, reversed, charged back, cancelled, unpaid, fraudulent or otherwise ineligible, whether we discover it before or after payment. We tell you the affected amount. If a reversed Commission was already paid, we may set it off against later Commissions or invoice you, and you must repay an invoiced amount within 30 days. We may also set off any amount you owe us under this Agreement or the Terms of Service against amounts we owe you. You may dispute an adjustment under section 2.

4. Payouts and taxes

We pay verified, due Commissions by the method and schedule in the accepted Program Offer after receiving any required invoice, tax documentation and verified payment details. There is no recurring payout, threshold or supported payout asset unless the Program Offer specifies it. Unless the Program Offer states otherwise, we choose the payout currency and the exchange rate for any conversion, and fees charged by your bank, payout provider or a blockchain network are yours. Do not nominate someone else's payment account without our prior agreement and required verification. We are not responsible for a payment sent to the details you gave us, or for a delay or loss caused by your payment provider.

You are solely responsible for all taxes, duties and tax reporting on your Commissions. Commissions include any VAT, GST or similar tax unless the Program Offer states otherwise. Before the first payout, US affiliates must give us IRS Form W-9, and non-US affiliates must give us Form W-8BEN or W-8BEN-E, together with any other tax form we reasonably request. Where the law requires, we withhold tax, apply backup withholding and file information returns such as Form 1099-NEC. We may delay or hold a payment while we complete a compliance, sanctions, fraud or tax review; funds that law requires us to block remain blocked for the required period. Payment details are handled under our Privacy Policy.

Keep your payment details current and respond promptly to a request for missing documentation. To the maximum extent permitted by applicable law, if you have not given us the required invoice, tax forms or verified payment details within 180 days after we first ask for them in writing, the affected Commissions are forfeited. Where unclaimed-property law applies to a balance, we comply with it. Keep the offer, statements and supporting transaction records you need to check your Commissions.

5. Advertising and disclosure

Make accurate claims about the current Services, prices and offer conditions. Clearly disclose your material relationship with Arct Cloud close to an endorsement or referral link in a way your audience can understand. A suitable disclosure is “I may earn a commission if you buy through this link.” Follow advertising, consumer protection, privacy, electronic-marketing and platform rules applicable to your audience, including the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising in the United States and the CAP Code in the United Kingdom. Do not imply that you are Arct Cloud, its employee, an authorised spokesperson or an independent reviewer with no financial interest.

Put the disclosure with the recommendation in the audience's language. A profile biography, a separate disclosure page or text hidden behind an extra click is insufficient. For video, include it in the video; repeat it during a live stream so later viewers can see it. Describe personal experience only if it is your own. Free hosting, discounts and other benefits can also require disclosure. A platform's disclosure label supplements your own clear statement. Honour marketing unsubscribe and opt-out requests within the period the law requires, and keep appropriate suppression records. Do not send marketing on our behalf without approval of the channel and audience.

Email and messaging campaigns that promote Arct Cloud require our prior written approval of the campaign, list and content. Each such message must comply with the CAN-SPAM Act and other applicable anti-spam and e-privacy laws, carry a valid postal address and a working opt-out, and exclude every address on any do-not-contact list we supply. Pass us any opt-out request that relates to our messages within 10 business days.

On request, give us a list of, links to and copies of your active placements and promotional materials, and the consent and opt-out records that relate to them. We may review and monitor your placements at any time. If we tell you that a placement is misleading, lacks a required disclosure or breaches this Agreement, correct or remove it within 48 hours. We may suspend the related Referral Identifier until you do, and Referrals from a non-compliant placement do not qualify for a Commission.

6. Prohibited methods

• Spam, purchased or rented lists, unsolicited bulk messages, deceptive messages or undisclosed paid endorsements.
• Self-referrals, purchases through your own Referral Identifier, fabricated Accounts, collusion, fake transactions or other reward manipulation.
• Cookie stuffing, forced or misleading clicks, pop-ups or pop-unders, hidden frames, forced redirects, masking or falsifying the referring URL, or tracking without required consent.
• Adware, malware, browser extensions, toolbars, bots or scripts that generate traffic or insert, replace or override links or codes.
• Bidding on Arct Cloud or Arct trademarks, their variations or misspellings as keywords, using them in ad copy or display URLs, or running paid advertisements that link directly to our websites, without specific written permission.
• Registering or using a domain, social handle, app or business name that contains or is confusingly similar to an Arct trademark without specific written permission, and any misleading use of our trademarks.
• Coupon, deal, cashback or rebate sites, or incentives offered for clicks, sign-ups or purchases, unless the Program Offer approves them; unauthorised coupons or sub-affiliate arrangements that change the accepted offer.
• Placing links or materials on sites or channels that contain or promote unlawful, infringing, defamatory, hateful, sexually explicit or violent content, or that are directed at children.
• Unsubstantiated performance, price or comparative claims, including claims about competitors that you cannot substantiate.
• Scraping customer data, collecting their payment credentials, impersonation, or promoting unlawful uses of the Services.

Referred customers remain subject to the Terms of Service and Acceptable Use Policy. You cannot bind us to another price, refund, uptime promise or customer contract. Do not make guarantees that the published product does not make. Referrals generated through a prohibited method do not qualify for any Commission. You are responsible for the acts and omissions of every person who promotes Arct Cloud on your behalf.

7. Brand materials, intellectual property and relationship

During an approved arrangement we grant you a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to use the brand materials we approve, without alteration, solely for the approved promotion. Follow any supplied brand rules and our Trademark Usage Guidelines, which form part of this Agreement for the licensed use. Do not use our trademarks in a misleading or disparaging way, in a way that implies we endorse your products or services, or with unlawful content. Stop using, correct or withdraw any material immediately when we ask. All goodwill arising from your use of our trademarks benefits us.

We and our licensors retain all rights in the Services, our websites, our trademarks and the materials we supply. We grant no rights other than those this Agreement expressly states. Do not copy, modify, sell or create derivative works of our materials except as this Agreement allows. If you give us suggestions or feedback about the Services or the program, we may use them without restriction or payment to you.

You retain your own content. You grant us a non-exclusive, worldwide, royalty-free licence, for the term of the arrangement, to use your name, logo and the materials you give us to identify you as an affiliate, administer the program and review your placements. We will not present you as endorsing a product without your consent. Do not issue a press release or other public announcement about the arrangement, or describe yourself as our partner, without our prior written consent; you may state that you are an Arct Cloud affiliate with the disclosure section 5 requires.

The parties are independent contractors; no employment, agency, partnership, franchise, fiduciary or joint venture relationship is created. You have no authority to bind us or to make representations on our behalf, and you bear your own personnel, costs and expenses.

8. Privacy and confidentiality

Each party acts as an independent controller of the personal data it processes in connection with the arrangement and is responsible for its own processing and marketing activities. Do not send us personal data without a lawful basis and any notice or consent the law requires, and do not send customers' passwords, payment details or other unnecessary information. Our customer-hosting DPA does not make an affiliate our processor. If a particular arrangement requires processing on another party's behalf, agree appropriate data terms before that processing begins.

Keep non-public commercial, security and referral information, including the terms of your Program Offer and your commission statements, confidential and use it only to perform the arrangement. Protect it with at least reasonable care. This duty does not cover information independently developed, already lawfully known or lawfully made public. Disclosure required by law is allowed, with prior notice where lawful. Commission statements do not entitle you to a referred customer's identity or private account information. Do not use statements or totals to identify, contact or profile a referred customer, and keep any total you can link to a known person confidential.

9. Resources and optional tools

We may supply approved copy, artwork or product information for an arrangement. You are responsible for keeping your placements current when we notify you of a change or withdrawal. Where materials we supply carry an affiliate disclosure, use them with it and do not remove or obscure it. Training, a referral dashboard, an API or other tool is included only if the Program Offer says so. If an arrangement uses a third-party platform, the offer must identify it and the terms and data processing that apply before you use it, and you must comply with those terms. Access to a tool does not amend a commission calculation or authorise new promotional methods. We may change, suspend or withdraw any resource, tool or other program benefit at any time, and we are not responsible for a third-party platform or tool.

10. Suspension, termination and accrued rewards

This Agreement starts when you accept a Program Offer and continues until it is terminated. Either party may terminate this Agreement or an arrangement for convenience on 15 days' written notice, or on the notice period stated in the Program Offer.

We may suspend your participation, your Referral Identifiers, the tracking of Referrals or the payment of Commissions, in whole or in part, while we investigate suspected fraud, a breach of this Agreement, or a legal, regulatory or security risk. Where lawful and practicable, we tell you the reason. Commissions on Referrals from the suspended activity accrue only if the investigation clears them.

We may terminate this Agreement immediately by notice if:

• you breach section 5, 6, 7, 8 or 12, or we reasonably believe you have engaged in fraud or reward manipulation;
• we reasonably believe your participation or conduct harms or may harm us, our reputation, our customers or the program, or exposes us to legal, regulatory or security risk;
• your customer Account is suspended or terminated for breach of the Terms of Service;
• you become insolvent or subject to bankruptcy, receivership, liquidation or an assignment for the benefit of creditors; or
• the law or a competent authority requires it.

Either party may also terminate for a material breach that the other party does not remedy within 30 days after receiving written notice describing it.

If we terminate for convenience, or you terminate for our unremedied material breach, Commissions on Qualifying Transactions completed before the termination date remain payable once they pass validation, subject to section 3. If you terminate for convenience, only Commissions already payable on the termination date are paid. If we terminate under the immediate termination rights above or for your unremedied material breach, all Commissions unpaid at termination are forfeited, and we may recover Commissions paid on Referrals affected by the breach, to the maximum extent permitted by applicable law. Except as this section provides, no Commission accrues after termination.

On termination, stop all promotion, stop using our trademarks and materials, remove our links and references to the program, and stop describing yourself as an affiliate. We may continue to deal with any prospect. We settle a final earned balance on the terms in the Program Offer, subject to legally required holds, set-off and reversals under section 3. Termination does not cancel a referred customer's Services.

11. Changes

We may change or replace this Agreement by notice to your contact email. A change takes effect on the date stated in the notice, which is at least 15 days after we send it, except that a change the law requires, or a change made to address fraud, abuse or a security risk, may take effect sooner. Unless the Program Offer fixes a commercial term for a stated period, we may change the commission rate, attribution window, validation period or another commercial term of an arrangement on the same notice. Changes apply only to Referrals first made after their effective date and do not reduce Commissions already earned. If you do not accept a change, you may terminate before it takes effect; if you continue to participate after that date, you accept the change.

12. Authority and compliance

Each party confirms that it has authority to enter the arrangement. You confirm that you control, or have permission to use, your promotional channels and content, that the arrangement does not breach another obligation you owe, and that information you give us is accurate. You confirm that you are not, and are not owned or controlled by, a person described in section 9.2 of the Terms of Service. You must comply with applicable advertising, consumer protection, anti-bribery and anti-corruption (including the US Foreign Corrupt Practices Act and the UK Bribery Act 2010), privacy, electronic-marketing, export-control and sanctions laws. You must not offer a payment to influence a customer's decision unlawfully or conceal a prohibited recipient behind a nominee. You are responsible for all activity under your Referral Identifiers and affiliate credentials. Notify us promptly if any of these confirmations stops being true, if information you gave us changes, or if a legal restriction prevents your participation.

13. Indemnification

To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless Arct Technology LLC and its members, managers, employees, contractors and agents against any third-party claim, action, investigation or proceeding, and pay all resulting losses, damages, fines, penalties, settlements, costs and reasonable legal fees, to the extent it arises out of or relates to: your promotional activities, content, websites or channels; your breach of this Agreement or of any law; personal data you collect, use or give us; our use of your name, logo or materials as this Agreement permits; your use of a third-party tool or platform; the acts of any person who promotes on your behalf; or taxes on your Commissions. This obligation does not cover a claim to the extent caused by our breach of this Agreement, our wilful misconduct or our unauthorised alteration of your materials.

We notify you promptly and cooperate reasonably at your expense. A delay in notice relieves you only to the extent it materially harms the defence. You may control the defence with counsel reasonably acceptable to us, and we may participate through our own counsel at our own expense. If you do not take over the defence promptly, or the claim involves a regulator, alleged fraud or our intellectual property, we may control the defence at your cost. You must not settle a claim in a way that requires an admission, payment or continuing obligation from us, or that does not fully release us, without our prior written approval, which we will not unreasonably withhold.

14. Disclaimers and limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAM, PROGRAM MATERIALS, TRACKING AND ANY TOOL ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ACCURACY. WE DO NOT PROMISE ANY VOLUME OF REFERRALS OR EARNINGS, UNINTERRUPTED OR ERROR-FREE TRACKING, OR THE AVAILABILITY OF ANY TOOL. This does not excuse a due commission payment or our obligation to review a supported dispute under section 2. Your participation is voluntary and is not a condition of buying the Services.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY OR ANTICIPATED REFERRAL INCOME, EVEN IF TOLD THEY WERE POSSIBLE. UNLESS THE PROGRAM OFFER SETS A DIFFERENT CAP, OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, FOR ALL CLAIMS COMBINED, IS LIMITED TO THE COMMISSIONS PAID OR PAYABLE TO YOU IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.

These exclusions and the cap do not apply to earned Commissions that remain unpaid, to your obligations under sections 6, 8 and 13, or to liability for fraud, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any other liability that the law does not allow to be excluded or limited. These limits allocate risk between the parties, form part of the basis of the bargain and apply even if a limited remedy fails of its essential purpose.

15. Notices, disputes and general terms

Send program notices to [email protected]. Send legal and dispute notices to that address and by post or courier to Arct Technology LLC, 30 N Gould St Ste R, Sheridan, WY 82801, United States. We send notices to your contact email in the Program Offer, and a notice we send by email is treated as received on the next business day unless we receive a delivery failure message. Keep those details current. You consent to receive notices, statements and other communications electronically, and agree that they satisfy any legal requirement that a communication be in writing.

The governing law and dispute-resolution provisions in section 17 of the Terms of Service are incorporated into this Agreement, including their exceptions and arbitration opt-out. The Program Offer must provide this Agreement and those provisions before acceptance. For this arrangement, references in section 17 to the Agreement mean this Agreement and your Program Offer, and references to your Account or account email mean your affiliate identity and contact email in the accepted Program Offer. A customer Account is not required. You are treated as a Business Customer, so the AAA Commercial Arbitration Rules and the time limit in section 17.11 apply, unless the AAA determines that other rules must apply to an individual affiliate. The opt-out period runs for 30 days from your acceptance of this Agreement, and later dispute-term changes retain section 17's rejection rights. In addition to the exceptions in section 17.6, we may seek an injunction or other equitable relief in any court of competent jurisdiction to stop a breach of section 6, 7 or 8.

The accepted Program Offer, this Agreement and the Trademark Usage Guidelines form the entire agreement on the arrangement and supersede all prior proposals and discussions about it. We reject any additional or different terms you propose, including on an invoice or your website. Mandatory law takes priority. An express provision in the accepted Program Offer controls a conflict with this Agreement; specific written brand approval controls its authorised use. A third-party tool's display does not amend these terms. The customer Terms apply separately to any Services you buy; only the provisions of the Terms of Service that this Agreement expressly refers to apply to the arrangement. This Agreement is written in English, and the English version controls over any translation.

A party affected by an event beyond its reasonable control must notify the other promptly and take reasonable steps to limit the delay. It is excused from the affected performance only for the period and extent the event prevents it. This rule does not excuse accrued commission payments, a legally required hold, or duties that can still reasonably be performed.

You may not assign or transfer this Agreement or any right under it, or delegate any duty, including by merger, change of control or operation of law, without our prior written consent; any attempt to do so is void. We may assign this Agreement without your consent to a company we control or are under common control with, or to a successor in a merger, reorganisation, change of control or sale of all or substantially all of the relevant business or assets. If a provision cannot be enforced, it is modified to the minimum extent needed and the remaining provisions continue so far as the law allows. A failure or delay in enforcing a provision is not a waiver. Amendments and waivers must be in writing, subject to section 11's change procedure. There are no third-party beneficiaries, except that the persons section 13 protects may rely on it. Headings are for convenience only. Accrued payment duties, forfeiture, set-off and recovery rights, confidentiality, intellectual property, liability, indemnification and dispute provisions survive termination to the extent their purpose requires.