OutOfAir Affiliate Marketing Agreement

Last Updated: April 28, 2025

1. Introduction
This Affiliate Marketing Agreement (the "Agreement") is entered into between Darwin Design LLC ("Company") and Affiliate Partner ("Affiliate"). This Agreement governs the Affiliate's participation in the OutOfAir affiliate marketing program ("Program").

2. Program Overview
2.1. The Program allows Affiliate to promote OutOfAir's products or services and earn commissions on qualifying sales made through their unique affiliate links.
2.2. By participating in the Program, Affiliate agrees to abide by the terms and conditions outlined in this Agreement.

3. Affiliate Responsibilities
3.1. Affiliate shall promote OutOfAir's products or services using approved promotional materials and methods.
3.2. Affiliate is responsible for maintaining and updating their affiliate links as necessary.
3.3. Affiliate shall not engage in any unethical, illegal, or fraudulent marketing practices.
3.4. Affiliate shall comply with all applicable laws, regulations, and ethical guidelines.

4. Commissions
4.1. Commissions will be paid only if the customer placed an order within 30 calendar days after clicking on the Affiliate's unique affiliate link. This tracking period may be extended for orders placed beyond 30 days if the customer used a valid discount code provided exclusively by the Affiliate.

5. Payment
5.1. Commissions earned by the Affiliate will be eligible for withdrawal, subject to a 30-day waiting period from the date the customer places an order. This waiting period accounts for potential customer refunds or order cancellations.
5.2. Commissions will only be paid out for orders that remain unrefunded or uncancelled for a minimum of 30 days from the date of purchase. Commissions will not be paid for orders subsequently refunded or cancelled during this 30-day period.
5.3. In the event of a partially refunded order within the 30-day waiting period, the corresponding commission for the refunded portion will be deducted from the Affiliate's earnings. Commissions will only be paid for the net sale amount that remains unrefunded.
5.4 We reserve the right to cancel or void a commission if the order attributed to the commission was not made with the intention of introducing new customers to Company. Therefore, an affiliate using the affiliate commission for themselves or other existing customers are subject to review and may be voided at the discretion of the Company.

6. Commission Attribution
6.1. Commissions will be attributed to the last affiliate link clicked by the customer before placing an order. In the event that a customer clicks multiple affiliate links before making a purchase, the commission will be credited to the last clicked affiliate link.

7. Term and Termination
7.1. This Agreement remains in effect until terminated by either party.
7.2. The Company reserves the right to terminate this Agreement or the Affiliate's participation in the Program for any violation of the terms and conditions, unethical behavior, or any other reason as determined by the Company.

8. Confidentiality
8.1. The Affiliate shall maintain the confidentiality of any proprietary or confidential information provided by the Company.

9. Indemnification
9.1. The Affiliate shall indemnify and hold the Company harmless from any claims, liabilities, or expenses arising from the Affiliate's actions or breach of this Agreement.

10. Governing Law
10.1. This Agreement is governed by and construed in accordance with the laws of the State of Massachusetts.

11. Affiliate Approval
11.1. The Company reserves the exclusive right to approve or deny any requests to become an Affiliate. Approval may be based on various factors, including but not limited to the Affiliate's website or promotional methods, compliance with this Agreement, and alignment with the Company's brand and values.
11.2. The Company's decision regarding Affiliate approval or denial is final and not subject to appeal.

12. Acceptance
12.1. By participating in the Program, the Affiliate acknowledges that they have read, understood, and agreed to the terms and conditions of this Agreement.