Affiliate Program Terms and Conditions

1. Definitions

"Agreement" means these Affiliate Program Terms and Conditions.

"Affiliate" means the individual or entity participating in the Freight SideKick Affiliate Program.

"Company" means Freight SideKick, its successors and assigns.

"Confidential Information" includes, but is not limited to, any and all information associated with the Company's business and not publicly known.

"Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trademarks, service marks, trade names, and domain names.

2. Relationship of Parties

Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Affiliate and the Company. The Affiliate has no authority to make or accept any offers or representations on behalf of the Company.

3. Intellectual Property Rights

The Affiliate acknowledges and agrees that all Intellectual Property Rights in and to the Company's services, website, trademarks, and promotional materials are and shall remain the exclusive property of the Company. Nothing in this Agreement shall be deemed to transfer any Intellectual Property Rights to the Affiliate.

4. Confidentiality

The Affiliate agrees to maintain the confidentiality of all Confidential Information and shall not disclose such information to any third party without prior written consent from the Company. This obligation survives the termination of this Agreement.

5. Data Protection and Privacy

Both parties shall comply with all applicable data protection and privacy laws. The Affiliate shall implement appropriate technical and organizational measures to protect personal data processed under this Agreement.

6. Indemnification

The Affiliate agrees to indemnify, defend, and hold harmless the Company from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to the Affiliate's breach of this Agreement or any applicable laws.

7. Limitation of Liability

To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly.

8. Term and Termination

8.1. The term of this Agreement shall commence upon acceptance of the Affiliate's application and continue until terminated in accordance with this Agreement.

8.2. The Company may terminate this Agreement at any time, with or without cause, for any reason or no reason, by providing written notice to the Affiliate.

8.3. Upon termination of this Agreement for any reason, the Affiliate shall:

• Immediately cease using the Company's name, trademarks, logos, and any other intellectual property;
• Remove all Company marketing materials, promotional content, and affiliate links from their websites and marketing channels;
• Return or destroy, at the Company's option, all confidential information, proprietary materials, documentation, and any other Company assets in their possession;
• Cease representing themselves as affiliated with or authorized by the Company;
• Discontinue all marketing and promotional activities related to the Company's services.

8.4. Sections relating to confidentiality, intellectual property rights, indemnification, limitation of liability, and any other provisions which by their nature should survive termination shall continue in full force and effect after termination of this Agreement.

8.5. Any commissions earned prior to the effective date of termination will be paid according to the regular payment schedule, provided the Affiliate has not violated any terms of this Agreement.

8.6. Commission Continuity Requirements:

• Perpetual commissions are contingent upon maintaining an active and compliant affiliate account;
• An account is considered "active" when it has generated at least one (1) booking within the previous 180 days;
• Non-seasonal accounts that become dormant (no booking activity for 12 consecutive months) will have their commission structure automatically reset;
• The Company reserves the right to review and adjust commission structures for accounts showing irregular or suspicious activity patterns.

9. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, natural disasters, or governmental actions.

10. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced with a valid provision that most closely matches the intent of the original provision.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Oregon. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Oregon.

12. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, and arrangements, whether oral or written, between the parties.

13. Amendments

The Company reserves the right to modify this Agreement at any time. Continued participation in the Affiliate Program following notification of such changes shall constitute acceptance of such modifications.