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Shortcut Labs Affiliate Agreement

Revision Date: September 2015

This agreement (the "Agreement") is made between Shortcut Labs AB (the "Company"), and the Affiliate, and collectively, (the "Parties") for participation in The Company’s affiliate program. If Affiliate does not want to participate in the affiliate program, please disregard the following agreement.



  1. Promotional Materials. Company shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the "Promotional Materials"). Affiliate shall display the Promotional Materials on Affiliate’s website/s, app/s and/or other software (the “Affiliate’s Assets”) prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Company’s website or app, as specified by Company.
  2. Use of Promotional Materials. The Affiliate’s use and display of the Promotional Materials on the Affiliate’s Assets shall conform to the following terms, conditions and specifications:
    1. Affiliate may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.
    2. Affiliate may only use the Promotional Materials for the purpose of promoting Company’s website (and the products and services available thereon), and for linking to Company’s website or app.
    4. The Promotional Materials will be used to link only to Company’s website or app, to the specific page and address as specified by Company.
  3. License. Company hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
  6. Commissions.
    1. In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission (the “Commission”) in the amount of a percentage of product sold to a user that accesses Company’s website or app through a link on Affiliate’s Assets (“Referred Sale”). Percentage is either 10% or 20% based on the amount of Company’s main product Flic sold through Referred Sales during one calendar quarter (“Flic Sold”). If Flic Sold is below 2000 the percentage is 10%. If Flic Sold is 2000 or more, the percentage is 20%. After each calendar quarter, Flics Sold will be reset to 0.
    2. The calculation of the Commission in section 6a is subject to change by the Company at any time. Notification to Affiliate of any change in commission percentage will be given by Company at the email address on hand for the Affiliate.
    4. Commissions are held for a period of 1 month from any purchase to protect Company in the event of any chargeback that may occur. Company shall pay all Commissions accrued and payable to Affiliate within 7 days of the first day of each calendar quarter (the “Commission Payment Date”). If on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than $20 USD, then such accrued and payable balance shall be held over to the following quarter, and paid together with the Commissions due for that quarter. If at any time, the balance of accrued and payable Commissions is held over for 2 consecutive quarters, then Company shall pay all accrued and payable Commissions to Affiliate in the third quarter, regardless of the total amount owed. Payment is made via the Affiliate PayPal account.
  7. Affiliate's Representations and Warranties. Affiliate represents and warrants the following:
    2. Affiliate’s Assets does not contain any materials that are:
      1. Sexually explicit, obscene, or pornographic;
      3. Solicitous of any unlawful behavior
    3. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s Assets. Nothing on Affiliate’s Assets infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
    4. Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
    6. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s Assets that reference Company or Company’s website, apps or products unless Company gives prior written consent to the distribution of such materials. Affiliate will not use Company’s name or Company’s products’ names (or any name that is confusingly similar to such) for any purpose on its website, in its promotional materials, or in any other context except to promote Company’s website or app as specified in this Agreement. Affiliate will not register any domain name that incorporates Company’s name or Company’s products’ names, or that is confusingly similar to such.
    7. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company, Company’s products, Company’s website or Company’s app.
  8. Indemnification. Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 7 above. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
  10. Term.
    1. This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.
    2. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.
  12. Limitation of Liability. Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.