This Urban Ice Tribe Affiliate Agreement (“Agreement”) contains the terms and conditions that govern your participation in the Urban Ice Tribe Affiliate Program (“Program”), which is operated by Urban Ice Ltd and its affiliates (collectively, “we”, “us”, “our”, “Urban Ice Tribe”, “Urban Ice”, “The Tribe”, “UIT”, “Urban Ice Gear”). Any person or entity that participates or attempts to participate in the Program (such person or entity, “you”, or an “Affiliate”) must accept this Agreement without change.

The Affiliate Program Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”). 

By registering for the Program, you have agreed to the terms and conditions of this Agreement, without change and have entered into a legal contract between you and Urban Ice Tribe; provided, however, that this Agreement shall not be effective until we determine that you are eligible to participate in the Program as further described in Section 2.

1. Eligibility and Compliance.

1.1. General Eligibility.

As part of the enrolment process into the Program, you must submit a complete and accurate Program application (including all forms, documents, or certifications as may be required to satisfy any tax obligations with respect to payments under this Agreement). If you are an individual, you must be at least 16 years of age. If you are between the ages of 16 and 18 (or between 16 and the age of legal majority in your country of residence), you may only participate in the Program under the supervision of a parent or legal guardian who agrees to be bound by this Agreement. We will evaluate your application and notify you of its acceptance or rejection. We will determine your eligibility at our sole discretion.

If we (a) reject your application or (b) terminate your account in connection with any violation or abuse, including, but not limited to any violations of the Terms of Service and the Community Guidelines, you cannot attempt to re-join the Program without our advance written authorisation.

1.2. Compliance Requirements.

You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your social channels and website address if applicable, are at all times complete, accurate, and up-to-date. You must comply with this Agreement in order to participate in the Program and to receive Program Fees (as defined below). Please read them carefully. You must promptly provide us with information that we request to verify your compliance with this Agreement.

1.3. Violations.

If you violate this Agreement, in addition to any other rights or remedies available to us, we reserve the right to withhold (and you agree you will not be eligible to receive) Program Fees otherwise payable to you under this Agreement, whether or not directly related to such violation.

1.4 Affiliate Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Urban Ice Tribe with Affiliate referred customers as set for in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a Urban Ice Tribe Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide on request details of all websites and domains you own where you have or intend to use Urban Ice Tribe’s Affiliate Links to generate Affiliate sales; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Urban Ice Tribe’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase Urban Ice Tribe’s products for yourself; and (vii) you will not use any mechanisms to deliver affiliate sales other than through an intended consumer. This includes using fake redirects or other tools or automation devices to generate affiliate traffic (including but not limited to robots, iframes, or hidden frames). 

1.5 Affiliate Acceptance

Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not.  Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.

If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.

You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

2. Purchases and Payments

2.1 Qualifying Purchases           

Urban Ice Tribe will make specially formatted links and coupon codes available for you to provide to potential customers, which will direct visitors to the purchase of a Product. For every such purchase of a Product that is a Qualifying Purchase (as defined below), you will receive a fee (a “Product Purchase Fee ” or “Referral Fee”) that will be calculated as a certain percentage pertaining to your affiliate and program level at the time the sale was completed and paid in full.

“Supplemental Fees Statement”), of (a) the purchase price of such Product, as such price was listed by Urban Ice Tribe at the time of the Qualifying Purchase and in the currency in which the Qualifying Purchase was made, less (b) any special discounts or promotions, taxes, service charges, rebates, payment processing fees (e.g. credit card processing fees) and any other related transaction and processing expenses. Calculation of and eligibility to receive Product Purchase/Referral Fees will be further subject to any limitations or clarifications.

A “Qualifying Purchase” of a Product occurs when: (a) a visitor of Urban Ice Tribe clicks through an Affiliate Link or uses an Affiliate Coupon Code; (b) such visitor purchases a Product(s) sold by Urban Ice Tribe Ltd on https://urbanicetribe.com., and (c) Urban Ice Tribe receives a fully settled payment for the purchase by such visitor.

We will only pay referral fees on links that are automatically tracked and reported by our systems. For our systems to track the referral, the visitor must have cookies enabled. We will not pay referral fees if someone says they purchased via you but it was not tracked by our system.

If we pay you a Product Purchase Fee and later issue a refund or credit to the Urban Ice Tribe customer for such Qualifying Purchase (or receive a chargeback related to the Qualifying Purchase), we may offset the amount of the Product Purchase Fee we previously paid you for such Qualifying Purchase against future Product Purchase Fees or other amounts that would otherwise be payable to you under this Agreement, or require you to remit that amount to us.

2.2 Special Programs    

From time to time, we may run general special programs that may provide you with the opportunity to earn additional or alternative fees (“Special Program Fees”). For the avoidance of doubt (and notwithstanding any time period described in this section), we reserve the right to discontinue or modify all or part of any special program at any time. Your participation in any special program will be subject to your agreement to any terms, rules or policies that we may require you to agree to in order to participate in such special program. If there is a conflict between this Agreement and the terms, rules, or policies for any special program, the latter terms, rules or policies will take precedence with respect to your participation in such special program. Payouts related to any prizes from Urban Ice Tribe operated, or owned competitions or promotions, are governed by the rules associated with that particular competition or promotion; those are not considered Special Programs.

From time to time, Urban Ice Tribe may also offer incentives (such as multipliers or bonuses) that increase your pay outs or percentage rates. Additional legal terms may apply to those incentive programs. 

2.3 Commission and Payment.

In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Portal); (ii) completed all steps necessary to create your account in the Affiliate Portal in accordance with our directions, (iii) have a valid and up-to-date payment method in the Affiliate Portal with such account (iv) completed any and all required tax documentation in order for the Affiliate Portal to process any payments that may be owed to you.

Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 4(a)(i-iv) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 5(a)(i-iv), then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.

2.4. Commission Payment.

We or the Affiliate Portal will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion).

2.4.1.Taxes.

You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

2.5. Payment Terms.

Commission Fees payable by Urban Ice Tribe to you will typically be paid to you on a quarterly basis, or at times a monthly basis at our discretion, within forty-five (45) days after the end of each calendar month, in GBP (British Pounds), less (a) billing and payment costs (which may include pre-transaction processing charges and merchant bank fees); and (b) returns, refunds, chargebacks, discounts and credits; provided that you have timely delivered to Urban Ice Tribe all documentation necessary and appropriate to effectuate payment. If we are obligated to pay you any Commission Fees in a currency that is not GBP, we will convert such Commission Fees at an exchange rate that we or our bank determine, which may include fees and charges for the conversion. Commission Fees are generally paid via PayPal. You must have a valid PayPal account to receive commission/referral fees, as we do not offer payment via bank transfer, cheque/check, credit card, cash or other method. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information through the Urban Ice Tribe Affiliate Account. Any changes to your contact and payment information will not be effective until at least seven days after submission to us. Urban Ice Tribe will not be obligated to make a payment if the total amount to be paid to you under this Agreement is less than £100 (the “Payment Threshold”), and may instead accrue such payment obligation until such time as its overall obligation to you is at least the Payment Threshold. If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent fees payable to you under this Agreement.

The following paragraph only applies to you if you reside in the USA or in a country that is not currently a member of the European Union:

If at any time there has been no substantial activity on your Program account for at least twelve consecutive months, and you have not earned at least £100 in Program Fees during that twelve month period, we may close your inactive account and terminate this Agreement. If you have accrued Commission Fees in your account, a maintenance fee will be deducted from your remaining balance. The maintenance fee will be the lesser of the accrued Commission Fees in your account or £15. Any remaining balance will be paid to you.

The following paragraph only applies to you if you reside in a country that is currently a member of the European Union:

If at any time there has been no substantial activity on your Program account for at least twelve consecutive months, and you have not earned at least £100 in Commission Fees during that twelve month period, we will have the right, upon seven (7) days’ written notice, to (i) close your inactive account and terminate this Agreement and (ii) deduct a maintenance fee from your remaining balance. The maintenance fee will be the lesser of the accrued Commission Fees in your account or £15. Any remaining balance will be paid to you.

A summary of sign ups and statement of referral fees is available to the Affiliate by logging into their Affiliate account. The referral fee structure is subject to change at our discretion. We reserve the right to disqualify referral fees earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.

2.6. Reporting.

We will provide you with access to our dashboard which will provide data relating to Commission Fees (“Reporting Data”). You acknowledge and agree that all Reporting Data is and will at all times be exclusively owned by us and will remain our confidential information.

3. License.

Other than as set out expressly herein or in the Terms of Service, neither party will acquire any right, title or interest in any intellectual property rights belonging to the other party or to the other party’s licensors.

4. Data Privacy.

You agree that our Privacy Policy (as may be updated from time to time) governs how we collect, use, and disclose your personal information. You acknowledge and agree that the information associated with any purchases through Urban Ice Tribe or any uses of Urban Ice Tribe systems belongs to Urban Ice Tribe.

5. Representations and Warranties.

You represent, warrant, and covenant that (a) you are at least 16 years of age and have not been previously removed from or prohibited from the Urban Ice Tribe Affiliate Program, (b) you will participate in the Program in accordance with this Agreement, (c) your participation in the Program will not violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, industry standards, judgments, decisions, or other requirements of any applicable governmental authority (including all such rules governing communications and marketing), (d) you have the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; (e) your execution of this Agreement, and your performance of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound; and (f) the information you provide in connection with the Program is accurate and complete at all times. You can update your information by contacting us through the Urban Ice Tribe Website or Affiliate Portal.

We do not make any representation, warranty, or covenant regarding the amount of Program/ Commission Fees you can expect at any time in connection with the Program, and we will not be liable for any actions you undertake based on your expectations.

6. Urban Ice Tribe Customers.

Our customers are not, by virtue of your participation in the Program, your customers. Unless they are otherwise also direct customers of yours via other product or service sales. As between you and us, all pricing, terms of sale, rules, policies and operating procedures concerning customer orders, customer service and product sales set forth on the Urban Ice Tribe website will apply to those customers, and we may change them at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with Urban Ice Tribe, you will state that those customers must follow contact directions on the Urban Ice Tribe website to address customer service issues.

7. Term and Termination.

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. We may withhold accrued unpaid Program Fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancellations or returns). Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 8 and 10-16 will survive the termination of this Agreement. If you terminate the Agreement and your earned balance equals or exceeds the Payment Threshold, we will pay you your earned balance within approximately 45 days after the end of the calendar month in which the Agreement is terminated. Any earned balance below the Payment Threshold will remain unpaid. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.

8. Modifications.

Urban Ice Tribe reserves the right, at our discretion, to change, modify, add, or remove portions of this Agreement at any time (for example to reflect updates to the Urban Ice Tribe Affiliate Program, Urban Ice Tribe Products, our service or to reflect changes in the law). If Urban Ice Tribe changes this Agreement, we will provide you notice of these changes, such as by sending an email, posting a notice on the Urban Ice Tribe Affiliate Portal or updating the “Last Updated” date above. Please check this Agreement periodically for those changes. Modifications may include, for example, changes to the Program Fees, Program eligibility, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE OR REVISED AGREEMENT OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

9.1. Disclaimers.

To the fullest extent permitted by applicable law: (a) the program and the content and materials contained therein are provided on an “as is” basis without warranties of any kind, either express or implied, except as expressly provided to the contrary in a writing by Urban Ice Tribe; (b) Urban Ice Tribe, and its affiliates, partners, and suppliers disclaim all other warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the program, including any information, content or materials contained therein; (c) except for the express representations and warranties set forth in this agreement, Urban Ice Tribe does not make any representation or warranty in connection with the subject matter of this agreement. No advice or information, whether oral or written, obtained by you from Urban Ice Tribe for the program will create any warranty not expressly stated herein. You expressly acknowledge that as used in this section 9, the term “Urban Ice Tribe” includes Urban Ice Tribe’s officers, directors, employees, shareholders, agents, licensors and subcontractors.

If, notwithstanding the other terms of this agreement, we are determined to have any liability to you or any third party, the parties agree that our aggregate liability will be limited to the total commission amounts you have actually earned for the related customer transactions in the twelve month period preceding the event giving rise to a claim.

9.2. Indemnification.

You hereby release and agree to defend, hold harmless, and indemnify us, and/or our subsidiaries, affiliates, directors, officers, employees, agents, successors and assigns from and against any allegation or claim based on, or any loss, damage, settlement, cost, expense and any other liability (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification), arising from or related to: (a) any act or omission by you, including, without limitation any breach of this Agreement (including your representations and warranties in Section 6 above) or allegation or claim of negligence, strict liability, willful misconduct or fraud of you; or (b) your access to or use of the Program.

9.3. Affiliate Tool.

We disclaim all liability with respect to the affiliate tool that you use.  We do not promise to make the affiliate tool available to you, and we may choose to do so, or not to do so, in our discretion.

9.4. Cookie Duration.

Cookies used as part of the affiliate tool have a set duration. If a potential customer clears their cookies during this period, Urban Ice Tribe shall not be liable for any commissions that may have been owed to you.

10. General.

10.1. Force Majeure.

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

(a) strikes, lock-outs or other industrial action;

(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

(d) impossibility of the use of public or private telecommunications networks;

(e) the acts, decrees, legislation, regulations or restrictions of any government.

Our performance is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms may be performed despite the Force Majeure Event.

10.2. Actions Permitted.

Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

10.3. Compliance with Applicable Laws. 

You shall comply and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities or activities that otherwise may be detrimental to us, our customers, or to the public.

10.4. Severability.

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

11. Relationship of Parties.

You and we are, and will remain at all times, independent contractors, and nothing in this Agreement will be construed to create an agency, employment, fiduciary, representative or any other relationship between you and us. You will not represent yourself to be an employee, representative, or agent of us. You understand and agree that you do not have authority to bind us in any manner, or enter into any agreement or incur any liability on behalf of us.

12. Governing Law, Jurisdiction, and Venue.

This Agreement is governed in accordance with the laws of the United Kingdom, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the laws of the United Kingdom to the rights and duties of the parties. Any legal suit, action or proceeding arising out of or relating to this Agreement by a party will be resolved by litigation in the courts located within the United Kingdom. The parties hereby consent to the exclusive jurisdiction and venue of such courts, will accept service of process by mail, and hereby waive any jurisdictional or venue defences otherwise available to them.

13.1. Assignment.

You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Any attempt to assign in violation of this section is void in each instance. We may assign this Agreement: (a) to any of our affiliates; or (b) in connection with any merger, consolidation, reorganization, sale of all or substantially all of our assets or any similar transaction.

13.2. Further Assurances.

You will take or cause to be taken such further actions, and will execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and will obtain such consents, as may be reasonably required or requested by us in order to effectuate fully the purposes, terms and conditions of this Agreement.

13.3. Waiver.

The waiver by us of a breach of or a default under any provision of this Agreement will be in writing and will not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor will any delay or omission on our part to exercise or avail itself of any right or remedy that we have or may have hereunder operate as a waiver of any right or remedy.

13.4. Severability.

Any determination that any provision of this Agreement, or any application thereof is invalid, illegal or unenforceable in any respect in any instance will not affect the validity, legality and enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Agreement, and such provision shall be deemed to be reinstated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law.

13.5. Captions and Section Headings.

The captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement.

13.6. Entire Agreement.

This Agreement contains the complete understanding between the parties with respect to their respective subject matter hereof and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and will not be modified except in writing, signed or otherwise agreed to by both parties, or by a change to this Agreement made by Urban Ice Tribe as set forth in Section 9 above.

14. Training and Support

We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.

15. Trademarks

You grant to us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.

During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Program or Portal, you may use our trademark as long as you follow the usage requirements in this section.  You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) comply with our style guide and Trademark Usage Guidelines; and (iv) immediately comply if we request that you discontinue use.  You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

16. Proprietary Rights

Urban Ice Tribe’s Proprietary Rights. Urban Ice Tribe’s Products are protected by intellectual property laws. Urban Ice Tribe Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in Urban Ice Tribe Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on Urban Ice Tribe Content, or Urban Ice Tribe Products in whole or in part, by any means, except as expressly authorised in writing by us. If you wish to use Urban Ice Tribe Content, you must comply with our Content Usage Guidelines. Urban Ice Tribe’s logos and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.

Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral.