Join Shiftwave's Partner Program

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List out your website, social media accounts, podcasts, or any other promotion channels that you have.

Terms and Conditions for Publishers ("Publisher Terms")
1.	JOINING THE NETWORK
1.1.	By submitting this form, or by accessing the interface, the party named above (the “Publisher”) is offering to participate in the Inflektion Network, and market Advertisers and their Products, in accordance with these Publisher Terms and any supplemental Advertiser and Product terms listed below. By submitting this form, the Publisher is also agreeing to the terms of Inflektion’s privacy policy, which can be found here: https://inflektion.ai/privacy/.  The Publishers is also agreeing that all the information submitted in this form may be shared with Advertisers in order to manage Publisher's involvement in each Advertiser Program.
1.2.	Acceptance of this application is subject to the sole discretion of Inflektion Technologies Inc. (“Inflektion”) of 6th Floor – 612 View Street, Victoria, BC, CANADA.
1.3.	On acceptance of the application by Inflektion, the application form, these Publisher Terms and any supplemental Advertiser and Product terms listed will together constitute a legally binding “Agreement” entered into by Inflektion and the Publisher. On rejection of the application form, no agreement will be formed.
1.4.	The Publisher is the operator of a website, social media account(s), application or service (including email service). By entering this Agreement with Inflektion, the Publisher will join the Network to market Advertisers or their Products.
1.5.	Any individual contracting on their own behalf warrants that they are aged 18 or over, unless they reside in a territory where the age of majority to enter into a binding agreement is higher, in which case they warrant they are at least such an age.  Any individual completing the application form on behalf of a proposed Publisher warrants that they have all necessary authority to bind that proposed Publisher.

2.	DEFINITIONS
2.1.	The following definitions and rules of interpretation apply in this Agreement:
2.1.1.	“Action” means a Sale, Lead, Click, Ad Impression, or other event, that has been specified as eligible for remuneration by the respective Advertiser under its Program Terms, on which commissions may be based under this Agreement.
2.1.2.	“Ad Impression” means a display of an advertisement of an Advertiser by the Publisher, as reported by the Tracking Code only.
2.1.3.	“Advertiser” means a Person which has agreed with Inflektion or a Inflektion Group Company to join the Network to be marketed, and/or to have its Products marketed;
2.1.4.	“Advertiser Materials” means any trade marks, advertising content, images, text, video, data or other material provided by or on behalf of an Advertiser to Inflektion or the Publisher.
2.1.5.	“Advertiser Program” means an ongoing affiliate marketing program of an Advertiser on the Network, for the promotion of the Advertiser or its Products in accordance with this Agreement and the Program Terms.
2.1.6.	“Advertiser URLs” means, from time to time, any websites, apps or services of an Advertiser offering Products and to which the Publisher may link.
2.1.7.	“Advertising Standards” means any applicable advertising laws, regulations or standards, data laws relating to advertising (including the Children's Online Privacy Protection Act), including without limitation any FTC Guidance, any generally accepted self-regulatory codes of practice, and any related guidance or best practice advice
2.1.8.	“Approved Lead” means a Lead approved by an Advertiser in accordance with clause 5.
2.1.9.	“Approved Sale” means a Sale approved by an Advertiser in accordance with clause 5.
2.1.10.	“Authorized User" means an individual permitted to view, or view and operate, the Publisher Account on behalf of the Publisher, by its individual Authorized User Account, as set out in clause 3.
2.1.11.	“Authorized User Account” means the account of an individual on the Interface, permitted to view, or view and operate, the Publisher Account on behalf of the Publisher, as set out in clause 3.
2.1.12.	“Business Day” means a day other than a Saturday, Sunday or national public holiday in Canada or the United States of America.
2.1.13.	“Change of Control" means a change in the beneficial ownership of more than 50% of the issued share capital of a company or a change in the majority of the Persons with legal power to direct or cause the direction of the general management of a company.
2.1.14.	“Click” means the intentional and voluntary following of a Link by a Visitor as part of marketing services as reported by the Tracking Code only.
2.1.15.	“Code of Conduct" means Inflektion’s code of conduct for publishers at https://docs.google.com/document/d/1OoaSbHetFtvKeBBCLav0YhaVUQJ4qy1LfjReeQaPXX0 as may be amended or updated by Inflektion at its discretion.
2.1.16.	“Commission” means the amount payable to the Publisher in return for marketing an Advertiser and its Products, in accordance with that Advertiser’s Program Terms.
2.1.17.	“Confidential Information” means any information disclosed by or relating to a party, including: information arising during the Term of this Agreement; information about a party’s business affairs; information about a party’s operations, products or trade secrets; information about a party’s technology (including any know-how and source code) and any derivatives of any part of any of them and which (i) is marked or identified as confidential; or (ii) would be regarded as confidential by a reasonable business person.
2.1.18.	“Inflektion Network” means the marketing network of publishers and advertisers operated by Inflektion.
2.1.19.	“CPA” means a Commission earned per Approved Sale.
2.1.20.	“CPC” means Commission earned per valid Click.
2.1.21.	“CPL” means a Commission earned per Approved Lead.
2.1.22.	“CPM” means a Commission earned per one thousand Ad Impressions.
2.1.23.	“Data Regulation" means any applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement, including for EU citizens any regulations implementing the Data Protection Directive 95/46/EC (the “Directive”) or GDPR (as applicable) or Privacy and Electronic Communications Directive 2002/58/EC and for US citizens, FTC Guidance, self-regulatory principles set forth by the Digital Advertising Alliance and other US state and federal legislation relating to data privacy and security.
2.1.24.	“Effective Date" means the date of acceptance of this application form by Inflektion.
2.1.25.	“FTC Guidance” means the published cases and guidelines from the United States Federal Trade Commission, including without limitation the guidance on substantiation of claims, privacy, data security, native advertising and disclosure guidance for influencers and spokespeople.
2.1.26.	“GDPR’” means the EU General Data Protection Regulation 2016/679.
2.1.27.	“Group Company” means any holding company or subsidiary of a party or any of its holding companies. A company is a “subsidiary” of another company, its “holding company”, if that other company (i) holds a majority of the voting rights in it, or (ii) is a member of it and has the right to appoint or remove a majority of its board of directors, (iii) or is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it.
2.1.28.	“Intellectual Property Rights” means all copyrights and related rights, patents rights to inventions, utility models trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights (including any database rights in the Network), topography rights, moral rights, rights in confidential information (including know- how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
2.1.29.	“Interface” means the software platforms operated by Inflektion or a Inflektion Group Company, to provide the Services and any functionality accessed or made available through such platform.
2.1.30.	“Lead” means a ‘sales lead’ of an Advertiser generated in the Tracking Period, as reported by the Tracking Code only.
2.1.31.	“Link” means a hyperlink from a Promotional Space to an Advertiser URL.
2.1.32.	“Network” means the marketing network of publishers and advertisers operated by Inflektion and Inflektion Group Companies to facilitate, amongst other things, affiliate and performance marketing.
2.1.33.	“Network Fee" means the fee payable to Inflektion or an Inflektion Group Company, calculated as an amount equal to a specified percentage of any total Commissions due, or on such other basis as may be agreed by Inflektion and an Advertiser.
2.1.34.	“Product” means a product, service or equivalent offered by an Advertiser on any Advertiser URL.
2.1.35.	“Program Terms” means any terms and conditions, or other requirements applied by an Advertiser to the participation in its Advertiser Program as listed in the signup form or Inteface, and that may be updated from time to time.
2.1.36.	“Promotional Space" means any advertising inventory appearing on the Publisher Service, or means of delivering Advertiser Materials enabled by the Publisher Service.
2.1.37.	“Publisher Account" means the respective account of the Publisher on the Interface;
2.1.38.	“Publisher Service" means a website, social media account, application or service operated by the Publisher capable of marketing Advertisers and their respective Products.
2.1.39.	“Sale” means the agreed purchase of a Product by a Visitor in the Tracking Period, as reported by the Tracking Code only.
2.1.40.	“Services” means the services or assistance provided by Inflektion and any Inflektion Group Company under this Agreement.
2.1.41.	“Subprocessor” any person (excluding an employee of either party) appointed by or on behalf of either party to Process Personal Data on behalf of such party or otherwise in connection with this Agreement.
2.1.42.	“Suspension” means the suspension by Inflektion or any Inflektion Group Company of the provision of the Services to the Publisher for a period of time, including the following:(i) preventing the Publisher from accessing the Interface; (ii) withholding payments otherwise due to the Publisher; (iii) ceasing to track Actions; (iv) removing any Advertiser Materials from the Publisher Service and “Suspend” shall be interpreted accordingly;
2.1.43.	“Term” means the term of this Agreement from the Effective Date until its termination or expiry in accordance with clause 14.
2.1.44.	“Tracking Code” means the Inflektion software code (from time to time) for the recording of, amongst other things, web traffic and Actions.
2.1.45.	“Tracking Period” means the period of time in which the Actions of a Visitor are attributed to the Publisher and, subject to the Program Terms, generate Commissions for the Publisher.
2.1.46.	“Validation Period” means the period of time during which Advertisers may approve or decline Sales and Leads.
2.1.47.	“Visitor” means any Person who follows a Link.
2.2.	In this Agreement:
2.2.1.	The terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Process” and “Processing” have the meanings given to them in GDPR.
2.2.2.	“include” or “including” is without limitation.
2.2.3.	The singular will include reference to the plural and vice versa.
2.2.4.	A "Person" includes an individual, company, partnership or unincorporated association.
2.2.5.	A statute, order, regulation or other similar instrument will include any amendments to it or replacements of it.
2.2.6.	“writing” and “written” includes emails but not faxes.

3.	PROVISION AND USE OF THE SERVICE AND THE INTERFACE
3.1.	Subject to the Publisher's compliance with this Agreement, Inflektion will provide to the Publisher the Services and access to the Interface.
3.2.	Inflektion may change any aspect of the Interface at its sole discretion.
3.3.	The Publisher undertakes that it shall use best endeavours to ensure that all Authorized Users shall access the Interface in their own name under their own and keep any passwords confidential.
3.4.	Inflektion shall not be liable for any losses or damages suffered by the Publisher due to the disclosure of any Authorized User Account passwords.
3.5.	The Publisher shall ensure the proper functioning and maintenance of all Links.
3.6.	The Publisher shall provide Inflektion with full and clear instructions as to the Advertiser Material it may reasonably require for the purposes of the promotion of an Advertiser or its Products in accordance with this Agreement and the Program Terms, and provide Advertisers reasonable access to information the Advertiser may require to operate the Advertiser Program.
3.7.	The Publisher shall remain primarily responsible and liable for all activities occurring under any of the Authorized User Accounts and the acts or omissions of any Authorized User.
3.8.	Inflektion may Suspend or withdraw any Authorized User Accounts at its discretion or on request by the Publisher.
3.9.	Under this Agreement Inflektion, or any Inflektion Group Company may, on behalf of Inflektion provide any aspect of the Services or the Interface, enjoy any benefit, exercise any right or satisfy any of Inflektion’s obligations.

4.	MARKETING
4.1.	The Publisher may request to market Advertisers or their Products at their discretion by applying to participate in the Advertiser Program. Advertisers may approve or refuse such requests at their discretion. The Publisher may only market an Advertiser or its Products under this Agreement with the Advertiser’s continued approval.
4.2.	Advertisers may apply Program Terms at their discretion, which shall become effective on notice to the Publisher, including by publication on the Interface. Advertisers may change their Program Terms at any time. The Publisher is solely responsible for ensuring it is aware of any changes to the Program Terms.
4.3.	Subject to the Publisher's compliance with this Agreement and the Program Terms, and the continued approval of the respective Advertiser, Inflektion will provide to the Publisher the Advertiser Materials.
4.4.	Inflektion, however, is not obliged to review any Advertiser Material or check their legality or accuracy. A Publisher admitted to the Advertiser Program may publish the Advertiser Materials through its Publisher Service at its discretion and use them solely to the extent permitted under this Agreement and the Program Terms.
4.5.	Inflektion may deactivate any Links on request of the respective Advertiser, or at its sole discretion.
4.6.	The Publisher shall remove any Advertiser Materials from the Publisher Service immediately on request of either the Advertiser or Inflektion.

5.	TRACKING AND VALIDATION
5.1.	The Tracking Code and Program Terms as interpreted by Inflektion will be on the sole bases for recording and determining Actions and Commissions and for tracking. No other means of recording or determining Actions or Commissions shall be used under this Agreement, notwithstanding any agreement or arrangement between the Publisher and any Advertiser to the contrary.
5.2.	Sales, Clicks and Leads will only be attributed to the Publisher where the Tracking Code records that the Publisher was responsible for the most recent referral of the Visitor to the Advertiser URL prior to that Sale or Lead, unless expressly agreed otherwise between the parties or specified otherwise by the Advertiser in the respective Program Terms, and in each case subject to any communicated “cookie hierarchy” or “commission hierarchy”.
5.3.	Advertisers may approve or decline Sales, Clicks and Leads at their discretion, subject to the applicable Program Terms.

6.	ACTIONS AND COMMISSIONS
6.1.	The amount of any Commissions is as may be displayed on the Interface. Commissions in respect of Approved Sales will be determined as either:
6.1.1.	A percentage of the purchase price of the Product(s) subject of the Approved Sale, as set out on the Interface; or
6.1.2.	A fixed amount, irrespective of the purchase price of the Product(s) subject of the Approved Sale, as set out on the Interface.
6.2.	Advertisers may change the amount of Commission offered on notice to Publishers.
6.3.	Commissions shall only be due on receipt by Inflektion of the corresponding payment in respect of that Action from the Advertiser and in respect of Actions procured in accordance with this Agreement and any applicable Program Terms.
6.4.	Without prejudice to any other rights or remedies of Inflektion, if Inflektion reasonably suspects that any Commissions paid under this Agreement have been generated in breach of this Agreement, Inflektion may set off or deduct the amount of such Commissions from any future payments due to the Publisher or from any funds held to the Publisher's account from time to time (whether under this Agreement or any other agreement between Inflektion and the Publisher). Such deduction shall constitute a genuine pre-estimation of the loss suffered by Inflektion as a result of the payment of such Commission in breach of this Agreement.

7.	INVOICING AND PAYMENTS
7.1.	Inflektion will pay the Publisher Commissions in respect of each Approved Sale, Approved Lead, Clicks or one thousand Ad Impressions.
7.2.	Payment of Commissions may be subject to any Advertiser Terms.
7.3.	Inflektion will pay all Publisher Commissions subject to:
7.3.1.	A $50 USD minimum payment threshold being satisfied (which may be higher for certain payment methods).
7.3.2.	The correct, accurate and complete payout details (e.g. bank details, Paypal account information) and tax information (if relevant) of the Publisher being provided to Inflektion.  The payout details must be provided to Inflektion within two (2) years from the date the Publisher first meets the minimum payment threshold in order for payment to be claimed.
7.3.3.	The provision of any additional information reasonably requested by Inflektion in respect of the Publisher’s location or residence.
7.3.4.	The payment not being subject to any internal audits or traffic quality reviews from time to time.
7.3.5.	The payment of Publisher Commissions being received by Inflektion from the Advertiser in full.
7.4.	Inflektion is not obligated to take steps to verify the accuracy of payout information provided by the Publisher.  If incorrect payout information is provided, or funds remain unclaimed in the payout method requested by the Publisher, Inflektion will not reprocess the payment until the original payment has been returned to Inflektion. Any loss in funds from third party intermediaries will be deducted from the repayment.  An additional $35 reprocessing fee will also be deducted for each payment needing to be reprocessed due to incorrect payout information or unclaimed funds being returned.
7.5.	All sums payable under this Agreement shall be exclusive of any sales taxes, use taxes, value added taxes, goods or services taxes or comparable taxes which, if applicable, shall be added at the appropriate rate. These taxes shall be collected and remitted pursuant to applicable law. If payments under this Agreement are subject to withholding tax, Inflektion is entitled to deduct the appropriate amount from payments to the Publisher. The parties agree to work together on reducing any withholding tax, and, upon request, shall provide documents required for any reduction, exemption, reimbursement or deduction of withholding tax.
7.6.	All amounts payable shall be paid in the currency in which the respective Commissions are received from Advertisers. Any costs of currency conversion or losses caused by exchange rate fluctuations shall be borne by the Publisher.
7.7.	The Publisher will immediately repay any amounts paid to the Publisher in error, or other than in accordance with the Publisher’s rights under this Agreement.

8.	PUBLISHER’S RELATIONSHIP WITH ADVERTISERS
8.1.	The Publisher’s participation in the Network does not create any contract between the Publisher and any Advertiser.
8.2.	During the term of this agreement the Publisher will not, directly or indirectly, enter or attempt to enter into any agreement, understanding or other form of arrangement (whether express or implied) with any Advertiser that circumvents this agreement.

9.	WARRANTIES AND INDEMNITY
9.1.	Each party warrants and undertakes to the other for the Term that
9.1.1.	It has full power and authority to enter into this Agreement.
9.1.2.	It holds all licenses and approvals necessary for the performance of its obligations under this Agreement.
9.1.3.	It will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care.
9.1.4.	It will not make any false, misleading or disparaging representations or statements regarding the other party or any Advertiser.
9.2.	The Publisher warrants and undertakes to Inflektion for the Term that:
9.2.1.	Neither the Publisher, nor any of its officers or shareholders, have previously been party to an agreement terminated by Inflektion or any Inflektion Group Company for breach.
9.2.2.	No officer or shareholder of the Publisher has been an officer or shareholder of a company (or other entity) party to an agreement terminated by Inflektion or any Inflektion Group Company for breach.
9.2.3.	All information about the Publisher set out in the application or on the Interface is complete, true, accurate, not misleading and will be kept up to date.
9.2.4.	Its marketing of any Advertiser or its Products will comply with all Advertising Standards and Data Regulation.
9.2.5.	The Publisher Service will be operated in accordance with all applicable laws (including Advertising Standards and Data Regulation).
9.2.6.	It shall comply with the Code of Conduct at all times.
9.2.7.	It shall comply with all relevant tax laws.
9.2.8.	It shall retain ultimate control of the operation of the Publisher Service.
9.2.9.	It is the owner or valid licensee of any Intellectual Property Rights appearing on the Publisher Service, and that no part of the Publisher Service infringes the rights of any third party.
9.2.10.	All Advertiser Materials will be accurately and faithfully reproduced.
9.3.	The Publisher will indemnify, defend and hold harmless Inflektion (including its directors, employees, agents or contractors), from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against Inflektion arising out of or related in any way to any breach by the Publisher of any of the warranties at clauses 9.1 and 9.2, or Publisher’s gross negligence or willful misconduct.

10.	INTELLECTUAL PROPERTY
10.1.	Inflektion hereby grants to the Publisher, for the duration of its participation in the Advertiser Program, a revocable, non-exclusive, non-transferable, royalty-free, worldwide sublicense to publish Advertiser Materials, without modification, on the Publisher Service in the Promotional Spaces to the extent necessary to enable the Publisher to market the respective Advertiser and its Products on the Network in compliance with the Agreement and the Program Terms.
10.2.	Inflektion hereby grants to the Publisher a revocable, non-exclusive, non-sub-licensable, non-transferable, royalty-free worldwide license to use the Interface to the extent necessary for the Publisher to participate in the Network and perform its obligations under this Agreement.
10.3.	The Publisher will not, and will not attempt to, change, reverse engineer or create derivative works of the Interface or the Tracking Code. 
10.4.	Each party reserves all of its right, title and interest to any of its Intellectual Property Rights licensed under this clause 10, or which it creates under this Agreement or which is created by operation of the Tracking Code.
10.5.	The Publisher shall use information and data obtained from and in connection with participating in the Network only for the purpose of this Agreement. Uses for any other purpose, or disclosure of such information and data are prohibited.
10.6.	Either party may identify the other party in lists of clients or customers, and may use the other party’s name and logo in marketing materials and presentations. Any other use shall require the prior written consent of the other party.

11.	CONFIDENTIALITY
11.1.	Each party will only use Confidential Information to enjoy its rights or comply with its obligations under this Agreement. Save as set out in this Agreement, neither party will disclose any Confidential Information. Confidential Information shall be kept confidential.
11.2.	The obligations of confidentiality in this Agreement will not apply to Confidential Information to the extent it in the public domain (other than as a result of a breach of this Agreement), can be demonstrated as having been independently developed by the receiving party, or is required to be disclosed by law or a court order.
11.3.	Inflektion may disclose Confidential Information to Inflektion Group Companies.
11.4.	This clause will survive termination for five years.

12.	DATA PROTECTION AND COOKIES
12.1.	Inflektion and the Publisher will comply with their respective obligations under Data Regulation. Each party will provide the other party any co-operation reasonably requested to enable the other party’s compliance with this clause 12.
12.2.	The Publisher will not provide any Personal Data to Inflektion without Inflektion’s prior written consent, unless as anticipated by Inflektion in its ordinary operation of the Network.
12.3.	In respect of any Processing under this Agreement for which Inflektion and the Publisher are joint Controllers (whether together, or with any Advertiser):
12.3.1.	Each party will provide the other party any co-operation reasonably requested to enable the other party’s compliance with Data Regulation.
12.3.2.	Each party shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know and/or access the relevant Personal Data, as strictly necessary for the purposes of the Agreement and to comply with Data Regulation in the context of that individual's duties.
12.3.3.	Each party shall fulfil their obligations to respond to requests to exercise Data Subject rights under the Data Regulation. Each party will provide the other party any co-operation reasonably requested to enable the other party’s compliance with this clause.
12.3.4.	In the event of a Personal Data Breach, each party shall
12.3.4.1.	Notify the other party without undue delay upon becoming aware of a Personal Data Breach affecting Personal Data (“Network Data Breach”).  Such notification must (a) describe the nature of the Network Data Breach, the categories and numbers of Data Subjects concerned, and the categories and numbers of Personal Data records concerned; (b) describe the likely consequences of the Network Data Breach; and (c) describe the measures taken or proposed to be taken to address the Network Data Breach.
12.3.4.2.	Provide the other party with sufficient information to allow it to meet any obligations to report or inform Data Subjects of the Network Data Breach under or in connection with the Data Regulation.
12.3.4.3.	Meaningfully consult with the other party in respect of the external communications and public relations strategy related to the Network Data Breach.
12.3.4.4.	Not notify any data protection regulator of the Network Data Breach without having obtained prior written approval of the other party.
12.3.4.5.	Not issue a press release or communicate with any member of the press in respect of the Network Data Breach, without having obtained prior written approval by the other party.
12.3.5.	The Publisher shall co-operate with Inflektion and take such reasonable commercial steps as are directed by Inflektion to assist in the investigation, mitigation and remediation of each Network Data Breach.
12.4.	The Publisher warrants and undertakes for the Term that:
12.5.	To the extent that Inflektion is a Data Controller and the Publisher is a Data Processor, (or, as applicable, Inflektion is a Data Processor and the Publisher is a Subprocessor) the Publisher will:
12.5.1.	Process Personal Data only in accordance with Inflektion’s documented instructions, including in respect of the deletion or return of Personal Data.
12.5.2.	Assist Inflektion in all respect necessary to enable or assist Inflektion to comply with Data Regulations.
12.5.3.	Make available to Inflektion all requested information in respect of Personal Data, including, on at least 30 days prior written notice and during normal business hours, permitting Inflektion or any relevant Advertiser, or any of their auditors or advisors, to attend the Publisher’s premises in order to inspect the Publisher’s systems and records to the extent determined by Inflektion or any relevant Advertiser to be necessary to demonstrate the Publisher’s compliance with this clause 12.
12.6.	The Publisher shall not use any reports generated by use of the Interface to create Visitor profiles, as defined under GDPR.
12.7.	The Publisher will not do or omit to do any act which may cause Inflektion to be in breach of any of its obligations under the Data Regulation.

13.	LIMITATION OF LIABILITY
13.1.	This clause 13 sets out the entire liability of Inflektion under or in connection with the Agreement.
13.2.	Each party shall be liable for any breaches of Data Regulation for which they are responsible and accordingly there shall be no joint liability between the parties in respect of such breaches.
13.3.	Inflektion will not be liable for any losses of the Publisher if Inflektion’s compliance with the Agreement is prevented by the acts or omissions of the Publisher.
13.4.	Inflektion will not be liable to the Publisher for: loss of profit, business, goodwill, anticipated savings, goods, contract, use or data; losses arising from the acts or omissions of an Advertiser; or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
13.5.	The total liability of Inflektion in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the Agreement will be limited to the amount of Network Fee actually received by Inflektion from Advertisers in respect of Commissions paid to the Publisher in the 12 month period preceding the date on which the claim arose.
13.6.	Except as expressly stated otherwise in this Agreement, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
13.7.	The Network, the Interface, the Tracking Code, the Services, their use and the results of such use are provided "as is" to the fullest extent permitted by law. Inflektion disclaims all express or implied warranties, including warranties of satisfactory quality and fitness for a particular purpose, which may be implied in respect of the Network, the Interface, the Tracking Code, the Services, their use and the results of such use. The performance of the Network, the Tracking Code and the Interface relies on third parties beyond Inflektion’s control, and in particular, the maintenance by Advertisers of the proper integration of the Tracking Code into Advertiser URLs.  Inflektion specifically disclaims any warranty:
13.7.1.	That the use or operation of the Network, the Interface or the Tracking Code will be uninterrupted or error-free.
13.7.2.	That the Tracking Code will be properly integrated into the Advertiser URLs.
13.7.3.	That the Tracking Code accurately records Actions at all times.
13.7.4.	In respect of the Advertiser Materials, including any warranty that the Advertiser Materials comply with Advertising Standards.
13.7.5.	That defects will be corrected.
13.7.6.	That the Network, the Interface or the Tracking Code are free of viruses or malicious code.
13.7.7.	That any security methods employed will be sufficient
13.7.8.	Regarding correctness, accuracy, or reliability.
13.8.	Inflektion shall only be held liable in cases of intent or gross negligence of one of its legal representatives, executives or other vicarious agents, in the event of any culpable breach of a material contractual obligation and limited to the amount of the typically foreseeable loss.
13.9.	Nothing in this Agreement limits or excludes the liability of Inflektion in the event of culpable injury to life, limb or health, fraud, fraudulent misrepresentation or fraudulent misstatement as well as in cases of mandatory statutory liability.

14.	TERMINATION AND SUSPENSION
14.1.	This Agreement will start on the Effective Date and continue until terminated in accordance with its terms.
14.2.	Either party may terminate the Agreement on 30 days’ written notice to the other party for any reason.
14.3.	Without prejudice to its other rights or remedies, a party may terminate the Agreement immediately on written notice to the other party, if the other party materially breaches this Agreement or the other party is deemed unable to pay its debts; steps are made to wind up, or appoint an administrator over, the other party; a third party becomes entitled to appoint a receiver over the assets of the other party; the other party negotiates with all or a class of its creditors, or proposes. or enters a compromise with such creditors; or any similar or analogous event occurs.
14.4.	Inflektion may immediately terminate this Agreement or Suspend the Publisher if the Publisher:
14.4.1.	Does not access the Publisher Account for a period of six months or if no Commissions have been generated for a period of six months.
14.4.2.	Is reasonably suspected by Inflektion to have breached any (a) of the warranties at clauses 9.1 and 9.2; (b) Program Terms of an Advertiser; (c) part of the Code of Conduct.
14.4.3.	Undergoes a Change of Control.

15.	CONSEQUENCES OF TERMINATION AND SUSPENSION
15.1.	During any period of Suspension:
15.1.1.	The Publisher is not permitted to access the Interface.
15.1.2.	All licenses will be Suspended and the Publisher shall immediately remove any Advertiser Materials from the Publisher Service.
15.1.3.	Inflektion may deactivate any Links and remove any Advertiser Materials from the Publisher Service (to the extent it is able).
15.1.4.	No payments will be made to the Publisher.
15.2.	On termination of the Agreement:
15.2.1.	All licenses will terminate and the Publisher shall immediately remove any Advertiser Materials from the Publisher Service.
15.2.2.	Inflektion may deactivate any Links and remove any Advertiser Materials from the Publisher Service (to the extent it is able).
15.2.3.	Each party will return or at the other party’s option destroy all confidential information in its possession within five Business Days.
15.2.4.	Inflektion will pay all outstanding commissions due to the Publisher, unless terminated by Inflektion under clauses 14.3 or 14.4, at which point all unpaid Commissions as of the date of termination, or accruing after the date of termination, shall be forfeited to Inflektion irrevocably and the Publisher hereby waives any right or entitlement to recover such Commissions from Inflektion.
15.3.	Termination of this Agreement will not affect any existing rights or remedies.
15.4.	Clauses 1, 2, 5, 6, 7, 10.3, 10.4, 11, 12, 13, 15, 16 and 17 will survive termination.

16.	NOTICES
16.1.	Notices given under this Agreement will be in writing and either displayed on the Interface or sent by Inflektion by email to the Publisher's notice email address set out in the application (or such other notice email address as may be set out on the Publisher Account).
16.2.	A notice displayed by Inflektion on the Interface will be deemed to have been received at the time of its display. A notice sent by email will be deemed to have been received at the time of transmission as shown by the sender’s records.

17.	GENERAL
17.1.	Inflektion may change the terms of this Agreement on 14 days’ notice to the Publisher.
17.2.	Certain services Inflektion offers may be subject to additional terms. Such terms will be displayed on the signup form or Interface.
17.3.	Inflektion may set off any liability of the Publisher against any liability of Inflektion.
17.4.	Time is of the essence for performance of any actions required by the Publisher pursuant to this Agreement.
17.5.	No party will be liable for any breach of this Agreement arising from circumstances beyond its reasonable control (a “Force Majeure Event”). If a Force Majeure Event continues for six months, the unaffected party may terminate this Agreement by giving 30 days’ written notice to the other party.
17.6.	The Publisher may not assign or subcontract its rights or obligations under this Agreement in whole or part without Inflektion's prior written consent. Inflektion may assign or subcontract its rights or obligations under this Agreement, including to a Inflektion Group Company.
17.7.	Nothing in the Agreement constitutes a partnership or joint venture between the parties, nor constitutes a party the agent of the other. No party has authority to bind the other.
17.8.	A Person who is not a party to this Agreement will not have any statutory rights under or in connection with it.
17.9.	A counterpart of this Agreement executed and/or transmitted electronically, including acceptance through checking the checkbox next to the application form, shall be treated as fully binding and with full legal force and effect.
17.10.	The Parties irrevocably agree that the courts British Columbia, Canada shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Agreement or its subject matter.

Terms and Condition

Affiliate Terms & Conditions

Shiftwave Affiliate Program Terms and Conditions
1) Introduction
a) Welcome to the Shiftwave Affiliate Program. By signing up and participating, you agree to the following terms and conditions.

2) Definitions
a) Affiliate: An individual or business approved by Shiftwave to promote our Products pursuant to the Program.  For purposes of these terms and conditions, "Affiliate" will include all bemployees, officers, directors, and any third parties working for Affiliate or performing activities on an Affiliate’s behalf.
b) Commission: The payment earned by an Affiliate for Qualifying Sales.
c) Confidential Information: Any information disclosed by or relating to Shiftwave, including, without limitation, information about Shiftwave's business affairs, operations, products, or trade secrets, that is marked or identified as confidential or that a reasonable person would understand to be confidential or proprietary based on the nature of the information or the manner in which it is disclosed.
d) Customer: A person who purchases Products through an Affiliate’s Link and who is located in a jurisdiction where Shiftwave sells its Products.
e) Link: A unique url provided by Shiftwave or Inflektion to an Affiliate.
f) Net Sales: The total sales amount received by Shiftwave from a Qualifying Sale exclusive of shipping and handling fees, discounts, refunds, or taxes.
g) Qualifying Sales: Sales of Products by an Affiliate to a Customer through the Affiliate's Link.
h) Products: Shiftwave products that Shiftwave elects to sell through the Program.
i) Program: The Shiftwave Affiliate Program.
j) Shiftwave or we/us: Cofactor Systems, Inc., a Delaware corporation doing business as Shiftwave.

3) Eligibility
a) Participation is open to individuals and businesses worldwide (subject to Section 5(c) below) who align with our brand’s mission and values. This includes sectors such as Health and Wellness, Sports and Fitness, Corporate Wellness, Small Business Owners, Non-profit and Humanitarian Organizations, and Veterans and Military Support. Shiftwave reserves the right to approve or deny any application at its sole discretion.

4) Enrollment
a) To apply, complete the Affiliate signup form at partners.shiftwave.co. Approved Affiliates will receive instructions, a unique Link and access to the Affiliate dashboard.

5) Affiliate Responsibilities
a) Affiliates must comply with these terms and conditions and all applicable laws and regulations. Affiliates must adhere to any brand guidelines provided by Shiftwave from time to time.  Affiliates shall use only marketing content and creative assets provided or approved by us in writing. An Affiliate's misrepresentation of themselves, Shiftwave, or any Shiftwave products is strictly prohibited. Affiliates must not make any medical claims about Shiftwave products.
b) Without limiting Section 5(a) above, in connection with the Program, Affiliate (1) will comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other applicable anti-corruption laws and regulations (collectively, the “Anti-Corruption Laws”); and (2) shall keep accurate books, accounts, and records. No payments or transfers of anything of value shall be made in connection with the Program that have the purpose or effect of public, commercial or other bribery, or acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage.
c) Affiliate represents that it is not named on any U.S. government denied-parties list. Affiliate will not access or use the Program or Confidential Information provided hereunder in or from a U.S.-embargoed country or region or in violation of any U.S. export law or governmental regulation.

6) Promotion and Marketing
a) Affiliates are prohibited from using unethical or deceptive marketing practices or activities that may be detrimental to Shiftwave or the public, including but not limited to, spam, misleading advertising, or bidding on Shiftwave brand keywords in PPC campaigns. Affiliate will use only Shiftwave-provided marketing content and creative assets ("Shiftwave Content") or marketing content and creative assets explicitly approved by Shiftwave to promote the Products.
b) If Affiliate provides any marketing content or creative assets (the "Affiliate Content") in the promotion of the Products, subject to Shiftwave's approval pursuant to Section 6(a), Affiliate represents and warrants that it has all rights, title and interest in such Affiliate Content to use the Affiliate Content to promote the Products.
c) Affiliate’s participation in the Program serves as an opt-in to receive Shiftwave’s marketing and other communications. Affiliate will be presumed to have provided appropriate notices and to have obtained appropriate consents, if required, from any persons or Affiliate users who are signed up to the  Program on Affiliate’s behalf. Affiliate may elect to opt-out of receiving Shiftwave’s marketing materials by contacting Shiftwave directly.
d) Any social media or other "post" by Affiliate shall clearly and conspicuously disclose Affiliate's affiliation with Shiftwave in accordance with the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonial in Advertising available at http://www.ecfr.gov/cgi-bin/text-idx?SID=14e8f4d3c876671a54fce164a72f2e3e&node=pt16.1.255&rgn=div5 (as may be updated), in a form to be approved by Shiftwave, and shall incorporate appropriate disclosures in connection therewith (e.g., #ad or #sponsored).

7) Commission Structure
a) 7% commission on Net Sales unless a higher commission is approved by Shiftwave in writing.

8) Termination 
a) If Shiftwave elects to terminate the Program at any time, Affiliates will receive commissions for Qualified Sales made within 180 days of the Customer clicking an Affiliate's  Link.
b) If an Affiliate's participation in the Program is terminated by Shiftwave other than for a breach of these terms and conditions or by Affiliate, Affiliate will receive commission for Qualified Sales made prior to such termination.
c) If Shiftwave terminates Affiliate's participation in the Program as a result of Affiliate's breach of these terms and conditions, Affiliate will receive no further commissions.

9) Payment Terms
a) After the close of each calendar month, Shiftwave will determine the number of Qualified Sales made in such month.  Commissions for the Qualified Sales will be paid after sixty (60) days following the close of such month to account for potential returns and refunds.  Affiliates must set up their payment method as part of the Program application so payment can be processed.
b) Affiliate will be solely liable for all taxes due as a result of its participation in the Program.  

10) Termination
a) Shiftwave reserves the right to terminate any Affiliate account at any time for breach of these terms and conditions, inactivity, or any other reason.

11) Intellectual Property
a) For as long as an Affiliate is a member of the Program and in good standing, Affiliates are granted a revocable license to use Shiftwave trademarks, logos, and other intellectual property and the Shiftwave-provided marketing content and creative assets solely for the purpose of promoting the Products and solely as approved by Shiftwave. Any misuse of these assets will result in termination of the Affiliate account. 
b) All Shiftwave Content remains the sole and exclusive property of Shiftwave and its licensors.  Other than the limited license provided herein, Affiliate has no right to the Products, Shiftwave's marketing content or creative assets. Without Shiftwave's prior written consent, Affiliate will not modify in any way any Shiftwave Content or any Shiftwave trademarks and/or associated logos.
c) Affiliate grants Shiftwave a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable, license to use and incorporate into its products and services any suggestions, enhancement requests, recommendations, corrections or other feedback provided by Affiliate relating to the Program or Shiftwave's products and services.

12) Compliance with Laws
a) Affiliates must comply with all applicable laws, including but not limited to, advertising standards and privacy regulations (e.g., GDPR, CCPA). Making direct medical claims is unlawful.

13) Confidentiality
a) Affiliate acknowledges that in the performance of its responsibilities, it may have access to Confidential Information. Affiliate shall not disclose such Confidential Information to any person or use any such Confidential Information, except as required in the course of performing its obligations hereunder. Affiliate will use the same degree of care in protecting the Confidential Information as the Affiliate uses to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no event less than reasonable care. 
b) Affiliate acknowledges that each obligation in Section 13 is necessary and reasonable to protect the Confidential Information, and that monetary damages would be inadequate to compensate Shiftwave for any breach of this Section 13. Accordingly, Affiliate acknowledges and agrees that: (i) any such violation or threatened violation will cause irreparable injury to Shiftwave; and (ii) in addition to any other remedies that may be available to Shiftwave, in equity or otherwise, Shiftwave will be entitled to seek injunctive relief against any threatened breach of this Section 13 or the continuation of any such breach, from any court of competent jurisdiction, without being required to show any actual damage or irreparable harm, prove the inadequacy of its legal remedies, or post any bond or other security. 

14) Indemnification
a) Affiliates agree to indemnify and hold Shiftwave harmless from any liabilities, damages, or expenses arising from their participation in the Program or from Affiliate's breach of these terms and conditions.

15) Warranties; Disclaimers; Limitation of Liability
a) EXCEPT AS EXPRESSLY SET FORTH HEREIN, SHIFTWAVE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE PROGRAM OR PRODUCTS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW INCLUDING WITH RESPECT TO THE PERFORMANCE, FUNCTIONALITY, QUALITY, BENEFITS OR AVAILABILITY OF ALL OF THE FOREGOING. IN NO EVENT WILL SHIFTWAVE BE LIABLE TO AFFILIATE (OR TO ANY INDIVIDUAL OR ENTITY AFFILIATED WITH AFFILIATE) FOR ANY CLAIM, LOSS OR DAMAGE ARISING OUT OF THE OPERATION OR AVAILABILITY OF THE PROGRAM OR PRODUCTS, MADE AVAILABLE, ACCESSED OR USED AS PART OF AFFILIATE’S PARTICIPATION IN THE PROGRAM.
b) IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF SHIFTWAVE ARISING OUT OF OR RELATED TO THE PROGRAM OR THESE TERMS AND CONDITIONS EXCEED THE COMMISSIONS PAID BY SHIFTWAVE TO AFFILIATE IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
c) IN NO EVENT WILL SHIFTWAVE HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE PROGRAM OR THESE TERMS AND CONDITIONS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SHIFTWAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
d) Customers should not use the Shiftwave chair if they: (1) are pregnant; (2) have a retinal tear or detachment; (3) have blood clots or any form of thrombosis; (4) have unstable angina; or (5) have epilepsy or are prone to seizures. In addition, customers should talk with their physician before using the Shiftwave chair if they (I) have a heart condition; (II) have had recent surgery; (III) have received a surgical implant (such as a shunt, stent, mesh, venous filter, aneurysm clip, or pacemaker); or (IV) have any condition that is worsened by vibration or otherwise makes them concerned about using the Shiftwave chair. Also, there is a condition called Vibratory Urticaria, also known as "Runner's Itch,” where a person gets itchy from vibrations. About a quarter of people have a mild form of Runner’s Itch. The Shiftwave chair includes a control so that a user can turn down the intensity to limit the chance that they might get itchy. For those who do have severe Vibratory Urticaria, Shiftwave recommends not using the Shiftwave chair.

Relationship of the Parties
a) The Program and these terms and conditions do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Affiliate and Shiftwave, notwithstanding the use of the term “affiliate” in these terms and conditions. Neither Shiftwave nor any Affiliates will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. Affiliate shall not make any proposals, promises, warranties, guarantees, or representations on Shiftwave's behalf or in Shiftwave’s name.

17) Dispute Resolution
a) Any disputes arising from this agreement will be resolved through binding arbitration in accordance with the laws of California.

18) Modification of Terms
a) Shiftwave reserves the right to modify these terms and conditions at any time. Affiliates will be notified of any changes, and continued participation in the Program will constitute acceptance of the new terms.

19) Miscellaneous
a) Force Majeure: Neither party will be liable for any delay or failure to perform due to circumstances beyond their control.
b) Entire Agreement: These terms and conditions along with Inflektion terms and conditions constitute the entire agreement between Shiftwave and the Affiliate.
c) Severability: If any provision of these terms and conditions is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable.

20) Contact Information
a) For any questions or support, please contact info@shiftwave.co.

Program Terms

Shiftwave Partner Program