Affiliate Program Terms & Conditions
SLNT AFFILIATE MARKETING PROGRAM
TERMS AND CONDITIONS
Introduction
Welcome to the SLNT Affiliate Marketing Program ("Agreement"). This program is designed to reward our valued affiliates for referring new customers to our products and services. By participating in this program, you agree to comply with these Terms and Conditions. Please read them carefully. The parties to this Agreement are sometimes referred to herein as "Party" or "Parties." For purposes of this Agreement, "SLNT" means SLNT Inc., a Wyoming corporation, and "Affiliate" means the individual or entity accepted by SLNT into the SLNT Affiliate Marketing Program. Affiliate is an independent contractor and is not an employee, agent, partner, joint venturer, franchisee, representative, or legal representative of SLNT. Affiliate has no authority to bind SLNT or incur any obligation on SLNT's behalf.
Eligibility
To enroll in the affiliate program, you must complete and submit an application through our website. SLNT reserves the right to approve or reject any application to the program at its sole discretion. To be eligible for participation in the SLNT Affiliate Program, applicants must be 18 years or older and have an active and valid method of payment reception. Affiliates must provide accurate information and maintain an active, functional website or platform. SLNT may, in its sole discretion, reject an application, suspend an Affiliate's participation, require additional information or documentation, or terminate an Affiliate's participation at any time. Affiliate represents and warrants that all information provided to SLNT is complete, accurate, and current and that Affiliate will promptly update such information if it changes.
Program Participation
Affiliates will receive a unique referral code and/or link to share with potential new customers. Commissions are earned on qualifying sales that are directly attributable to the affiliate's referral code or link. SLNT, in its sole discretion, shall determine whether a sale is attributable to an Affiliate, whether a sale constitutes a qualifying sale, and whether any commission is payable. Attribution may be determined using SLNT's or its affiliate-platform provider's tracking systems, records, cookies, referral links, referral codes, or other reasonable tracking methodologies..
Affiliate Obligations
Affiliates are responsible for promoting our products and services in a lawful and ethical manner and shall comply with all applicable laws and regulations. Affiliates agree that they will not engage in misleading advertising, spam, or any form of unethical marketing or make false claims about our products or services.. Affiliate shall not make any representation, warranty, claim, testimonial, product-performance statement, health or safety claim, or other statement concerning SLNT or its products that has not been expressly authorized by SLNT in writing. Affiliate shall not engage in spam, unsolicited commercial communications, misleading redirects, domain squatting, impersonation of SLNT, false urgency, deceptive reviews, fake testimonials, cookie stuffing, forced clicks, hidden links, malware, adware, spyware, browser extensions designed to intercept or redirect traffic, or any other deceptive, fraudulent, or manipulative marketing practice. Affiliate shall not represent that Affiliate is SLNT, an employee or authorized representative of SLNT, or otherwise imply that Affiliate has authority to speak or act on SLNT's behalf.
Monthly Deliverables:
• 2 X In Feed Instagram Posts (Reel or Photo)
• Ensure that you tag @goslnt
• Ensure that #goslnt #silencethechaos is in the caption
• 4 X Instagram Stories spread out throughout the month
• Minimum of 1 frame per story
• Include affiliate link in all stories
Affiliate shall comply with all reasonable content, branding, disclosure, tagging, formatting, timing, and campaign requirements communicated by SLNT from time to time. SLNT may modify, suspend, or discontinue any required deliverables upon notice to Affiliate.
Commission and Payments
Commission will be paid to Affiliates on the net sales of referred customers and are contingent upon the collection of funds from the referred customer. "Net Sales" means the actual amount collected by SLNT from an eligible customer transaction attributable to Affiliate, less discounts, promotional discounts, coupon amounts not specifically authorized by SLNT, refunds, returns, cancellations, chargebacks, credits, taxes, duties, shipping and handling charges, payment-processing fees, fraudulent transactions, disputed transactions, and any other amounts not actually retained by SLNT. Commission payments will be made within thirty (30) days after the close of the return window for the referred customer's order and commission rates are subject to change at SLNT's sole discretion. Any change in the applicable commission rate shall apply prospectively following notice from SLNT and shall not affect commissions that were validly earned before the effective date of the change, except as otherwise expressly permitted under this Agreement due to fraud, breach, reversal, return, cancellation, chargeback, or other invalidation of the underlying transaction. Returned or canceled sales will result in the deduction of the corresponding commission from the affiliate's balance. All commissions are subject to review and verification by SLNT. This process is to ensure the integrity of the Affiliate Marketing Program and may include the delay or withholding of payment while an investigation is conducted. Commissions deemed to be earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods will be voided. Bidding on keywords and running ads on search engines such as Google, Yahoo, Bing, etc. are considered overly aggressive methods. Sales and orders obtained through these means will automatically be voided. Affiliate must receive written permission from SLNT prior to running any paid advertisements. Without limiting the foregoing, Affiliate may not purchase, bid on, or otherwise target SLNT's trademarks, trade names, product names, branded keywords, domain names, or confusingly similar terms in any search engine, advertising network, social-media platform, marketplace, or other paid-media channel without SLNT's prior written approval. SLNT reserves the right to withhold, delay or void any payment of commissions pending an investigation of breach of these terms. SLNT may offset any amount owed by Affiliate to SLNT against any present or future commissions otherwise payable to Affiliate. If SLNT determines that commissions were improperly paid, Affiliate shall promptly repay such amounts upon written demand. SLNT shall have no obligation to pay commissions on transactions that cannot be reasonably verified through SLNT's or its affiliate-platform provider's records.
Coupon and Deal Sites
Posting on coupon websites, is strictly prohibited. Affiliates found to be sharing or allowing their codes to be posted on such sites will be subject to immediate termination from the program and forfeiture of any pending commissions. Affiliate shall not publish, distribute, sell, submit, or otherwise permit Affiliate's referral codes or links to be distributed through coupon sites, deal sites, coupon aggregators, browser extensions, loyalty programs, cashback programs, or other third-party promotional services without SLNT's prior written authorization. The use of cookie stuffing, hidden links, or any deceptive tracking practices is strictly prohibited. Affiliates are encouraged to report any unauthorized use of their codes to SLNT for investigation. Affiliate shall promptly notify SLNT of any known or suspected unauthorized use of Affiliate's referral code, link, SLNT trademarks, or SLNT promotional materials.
Intellectual Property
SLNT hereby grants Affiliate a non-exclusive, royalty-free, non-assignable right, without the right to grant such right to others, to use SLNT's trademarks solely in connection with this Agreement and for no other purpose. Affiliate shall not use any of the trademarks, or any portion thereof, as part of a trade name, fictitious business name, or name of a partnership or corporation without SLNT's prior written consent. Affiliates may not alter any brand assets provided by SLNT without prior written consent. All promotional materials, including but not limited to images, logos, and slogans, must be used in a manner that is respectful and consistent with SLNT's brand guidelines. Affiliate acknowledges that SLNT owns or controls all right, title, and interest in and to the SLNT name, trademarks, logos, trade dress, product names, slogans, copyrighted materials, photographs, graphics, product descriptions, websites, and other intellectual property ("SLNT Intellectual Property"). Nothing in this Agreement transfers any ownership interest in SLNT Intellectual Property to Affiliate. SLNT may revoke the Affiliate's license to SLNT Intellectual Property at any time, for any reason, at SLNT's sole discretion. Affiliate shall not register or attempt to register any trademark, domain name, social-media account, keyword, metatag, business name, or other identifier incorporating SLNT Intellectual Property or any term confusingly similar thereto. Affiliate shall not challenge SLNT's ownership or validity of any SLNT Intellectual Property.
Content Usage Rights
Affiliate grants SLNT a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license to use, reproduce, edit, adapt, publish, and distribute any content Affiliate creates featuring SLNT products ("Affiliate Content"), including Affiliate's name, handle, and likeness as they appear in that content. The foregoing license includes the unrestricted right to reproduce, modify, edit, crop, translate, create derivative works from, combine with other materials, display, perform, publish, distribute, transmit, advertise, promote, sublicense, and otherwise use Affiliate Content, in whole or in part, in any media or format now known or later developed, for SLNT's advertising, marketing, promotional, commercial, and business purposes. SLNT may use Affiliate Content across any channel, including social media, paid advertising, email, website, marketplaces, and retail partners. SLNT may run Affiliate Content as paid advertising through Affiliate's account (whitelisting) with Affiliate's prior written approval. This license survives termination of this Agreement. Affiliate retains ownership of Affiliate Content. Affiliate represents and warrants that Affiliate owns or controls sufficient rights in all Affiliate Content to grant the foregoing license and that SLNT's authorized use of Affiliate Content will not infringe, misappropriate, or violate any third-party intellectual-property, privacy, publicity, contractual, or other rights. Affiliate shall obtain all releases, permissions, licenses, and consents necessary for SLNT's use of Affiliate Content. Affiliate waives, to the maximum extent permitted by applicable law, any moral rights or similar rights in Affiliate Content and agrees not to assert such rights against SLNT or its licensees.
Confidentiality and Data Protection
Affiliate shall keep confidential and shall not disclose or use, except as necessary to perform its obligations under this Agreement, any non-public information concerning SLNT, its products, customers, pricing, sales, marketing strategies, business plans, affiliate information, referral data, customer information, financial information, trade secrets, or other confidential or proprietary information ("Confidential Information").
Affiliate shall use commercially reasonable safeguards to protect Confidential Information and shall not sell, rent, disclose, transfer, or otherwise make SLNT or customer information available to any third party except as expressly authorized by SLNT in writing or required by law. Affiliate shall comply with all applicable privacy and data-protection laws in connection with any personal information received or processed in connection with the Affiliate Program.
Upon termination or upon SLNT's request, Affiliate shall cease using and, to the extent reasonably practicable, delete or return SLNT Confidential Information, subject to any legally required retention.
Compliance and Audit Rights
Affiliate shall maintain complete and accurate records reasonably sufficient to demonstrate compliance with this Agreement, including records concerning Affiliate's marketing methods, advertising placements, disclosures, traffic sources, and promotional activities. Upon reasonable request, Affiliate shall provide SLNT with information reasonably necessary to verify compliance with this Agreement.
SLNT may monitor Affiliate's websites, social-media accounts, advertising, traffic sources, and promotional activities for compliance with this Agreement.
Termination
Either party may terminate the affiliate relationship at any time with written notice. SLNT may suspend or terminate Affiliate's participation immediately, with or without prior notice, if SLNT determines that Affiliate has violated this Agreement, applicable law, any applicable platform policy, SLNT's brand standards, or any instruction provided by SLNT, or if SLNT reasonably believes that Affiliate's conduct may expose SLNT to legal, regulatory, reputational, financial, or other risk. Upon termination, the affiliate must cease all use of SLNT branding, promotional materials, and referral links or codes. Affiliates found engaging in fraudulent activities, spamming, or violating these terms will be removed immediately without payment. Upon termination for Affiliate's breach, fraud, misconduct, or violation of applicable law, SLNT may, to the maximum extent permitted by applicable law, withhold and/or forfeit unpaid commissions associated with the applicable conduct and may recover commissions previously paid in connection with fraudulent, invalid, reversed, or otherwise prohibited transactions. Termination shall not affect provisions that by their nature should survive termination, including provisions concerning intellectual property, content rights, confidentiality, indemnification, limitation of liability, dispute resolution, payment obligations, and any other provisions expressly stated to survive termination.
Limitation of Liability
SLNT will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. SLNT does not guarantee any level of success or earnings for affiliates. To the maximum extent permitted by applicable law, SLNT's aggregate liability arising out of or relating to this Agreement or the Affiliate Program shall not exceed the total commissions actually paid or payable to Affiliate during the six (6) months immediately preceding the event giving rise to the claim. SLNT shall not be liable for any interruption, suspension, modification, termination, tracking error, technical failure, platform outage, third-party platform action, or other circumstance affecting the Affiliate Program that is outside SLNT's reasonable control.
Indemnification
The Affiliate agrees to indemnify, defend, and hold harmless SLNT, its affiliates, officers, directors, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or related to:
• Any breach of this Agreement by the Affiliate.
• Any violation of applicable laws, regulations, or third-party rights, including but not limited to intellectual property rights and privacy laws.
• Any misrepresentation, fraud, or other misconduct in connection with the Affiliate's participation in the program.
• Any claims, damages, or liabilities arising from the Affiliate's marketing activities, including but not limited to false advertising, deceptive practices, or non-compliance with Federal Trade Commission (FTC) guidelines.
• Any Affiliate Content or SLNT-related content created, published, distributed, or used by Affiliate.
• Any claim arising from Affiliate's failure to make legally required advertising, sponsorship, affiliate, or endorsement disclosures.
• Any claim arising from Affiliate's use of third-party intellectual property, personal information, likenesses, names, trademarks, copyrighted materials, or other third-party rights.
• Any claim arising from Affiliate's websites, social-media accounts, advertising accounts, traffic sources, or marketing methods.
• Any taxes, assessments, penalties, interest, or other governmental charges attributable to Affiliate's compensation or activities under this Agreement.
SLNT reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Affiliate. In such a case, the Affiliate agrees to cooperate with SLNT in the defense of such claims. Affiliate shall not settle any claim involving SLNT, admitting liability on behalf of SLNT or imposing any obligation, restriction, payment, or other liability on SLNT without SLNT's prior written consent.
Amendment
SLNT reserves the right to update and change these Terms and Conditions from time to time upon notice by email, through the Affiliate Program platform, by posting revised terms, or by other reasonable means. Continued participation in the program after such changes shall constitute your consent to such changes. Any material change affecting commission rates or other economic terms shall apply prospectively after reasonable notice, except that SLNT may immediately implement changes reasonably necessary to comply with applicable law, prevent fraud or abuse, protect SLNT or its customers, or address changes imposed by third-party platforms or service providers.
Governing Law and Jurisdiction
The terms of the SLNT Affiliate Marketing Program shall be governed by the substantive law of California the State of Wyoming, without regard to its conflict-of-laws principles.
If the Parties disagree as to any matter arising out of or relating to this Agreement or the transactions contemplated by this Agreement, including termination issues, the Parties will promptly consult with one another in an effort to resolve the disagreement.
If such effort is unsuccessful, any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, performance, enforcement, termination, or breach, shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by one (1) arbitrator unless the Parties mutually agree otherwise. The seat and place of arbitration shall be Sheridan, Wyoming, unless SLNT elects another location within the State of Wyoming.
The arbitrator shall have authority to award any remedy available under applicable law, including monetary damages, equitable relief, injunctive relief, and specific performance. The arbitrator shall not have authority to award relief inconsistent with the express terms of this Agreement or to award punitive or exemplary damages except to the extent such damages cannot lawfully be waived.
Notwithstanding the foregoing arbitration provision, SLNT may seek temporary, preliminary, or permanent injunctive or equitable relief in any state or federal court located in Wyoming to protect its trademarks, intellectual property, Confidential Information, customer information, trade secrets, or other proprietary rights, or to prevent unauthorized advertising, use of
SLNT Intellectual Property, or other conduct that may cause irreparable harm.
Any judgment upon an arbitration award may be entered and enforced in any court having jurisdiction; provided, however, that Affiliate consents to the personal jurisdiction of the state and federal courts located in Wyoming for purposes of enforcing this Agreement, compelling arbitration, confirming or vacating an arbitration award, or obtaining any permitted injunctive or equitable relief.
To the maximum extent permitted by applicable law, the prevailing party in any action or proceeding to enforce this Agreement or an arbitration award shall be entitled to recover its reasonable attorneys' fees and costs.
The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not be disclosed to a third party without the prior consent by the other Party. Exceptions to the foregoing shall only apply to the extent that disclosure may be required of a Party due to mandatory law, an order of a competent court or public authority, or to protect, fulfil or pursue a legitimate legal right or obligation. The Parties agree that the Federal Arbitration Act shall govern the arbitration provision to the maximum extent applicable.
Miscellaneous
Entire Agreement. This Agreement, together with any written policies, program terms, campaign requirements, or other terms expressly incorporated by reference, constitutes the entire agreement between SLNT and Affiliate concerning the Affiliate Program and supersedes all prior or contemporaneous understandings concerning the subject matter hereof.
No Waiver. No failure or delay by SLNT in exercising any right under this Agreement shall constitute a waiver of that right.
Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intended effect.
Assignment. Affiliate may not assign, transfer, delegate, or otherwise convey this Agreement or any rights or obligations hereunder without SLNT's prior written consent. SLNT may assign this Agreement freely in connection with a merger, reorganization, sale of substantially all of its assets, change of control, or other corporate transaction.
Force Majeure. SLNT shall not be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, governmental actions, labor disputes, internet or telecommunications failures, cyber incidents, platform outages, supply-chain disruptions, or failures of third-party service providers.
Notices. Any notice required under this Agreement may be provided by email, through the Affiliate Program platform, or by another reasonable electronic method to the contact information maintained in SLNT's records.
By participating in the SLNT Affiliate Marketing Program, you agree to abide by these Terms and Conditions. You understand that violation of any terms may result in the termination of your participation in the program and forfeiture of any accrued commissions to the extent expressly permitted under this Agreement and applicable law.
BY ENROLLING IN, PARTICIPATING IN, OR CONTINUING TO PARTICIPATE IN THE SLNT AFFILIATE MARKETING PROGRAM, AFFILIATE ACKNOWLEDGES THAT AFFILIATE HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT, INCLUDING THE WYOMING GOVERNING-LAW AND ARBITRATION PROVISIONS.