Affiliate Program Terms of Service

1. Overview

The ReplenFlow Affiliate Program ("Program") allows approved participants ("Affiliates") to earn commissions by referring new paying customers to ReplenFlow. By participating in the Program, you agree to these Terms of Service ("Terms"). ReplenFlow reserves the right to modify these Terms at any time with notice to active Affiliates.

2. Eligibility & Approval

• Participation requires approval by ReplenFlow. Submitting an application does not guarantee acceptance.
• ReplenFlow may reject or revoke affiliate status at any time, for any reason, with or without notice.
• You must be at least 18 years of age and legally able to enter into a binding agreement.
• You must provide accurate and truthful information in your application.

3. Commission Structure

• Commission applies to the first payment only. You earn a percentage of the referred user's first paid subscription. Subsequent renewals, upgrades, or additional purchases do not generate affiliate commissions.
• The commission percentage is set by ReplenFlow at the time of your approval and may vary per Affiliate.
• Commission amounts are calculated based on the actual amount charged to the customer (after any discounts or coupons).
• If a referred user uses a 100% discount code, the commission for that referral is $0.00.
• ReplenFlow reserves the right to adjust commission rates with 30 days' written notice.

4. Payout Terms

• 30-day holding period. All commissions are held for 30 days after the end of the calendar month in which they were earned. This is to account for ReplenFlow's 30-day money-back guarantee period.
• Example: If you earn a $100 commission on March 15, it becomes eligible for payout 30 days after March 31 — meaning on or around May 1.
• Payouts are processed via Wise to the email address you provide. You are responsible for maintaining an active Wise account.
• ReplenFlow is not responsible for delays caused by Wise, banking institutions, or incorrect payout information provided by the Affiliate.
• Minimum payout threshold is $10.00 USD. Balances below this threshold will roll over to the next payout period.

5. Refunds & Commission Adjustments

• If a referred user requests and receives a refund within the 30-day money-back guarantee period, the corresponding commission will be deducted in full from your pending balance.
• If a refund occurs after the commission has already been paid out, the deducted amount will be offset against your future earnings.
• ReplenFlow reserves the right to recover overpaid commissions resulting from refunds, chargebacks, or fraudulent transactions.

6. Prohibited Activities

Affiliates must not:

• Self-refer or create accounts using their own referral link to earn commissions.
• Use misleading, deceptive, or false advertising to promote ReplenFlow.
• Bid on ReplenFlow branded keywords (e.g. "ReplenFlow", "replenflow.com") in paid search advertising (Google Ads, Bing Ads, etc.).
• Send unsolicited bulk emails (spam) or engage in any form of unsolicited outreach using ReplenFlow's name.
• Misrepresent their relationship with ReplenFlow (e.g. claiming to be an employee or official partner).
• Use cookie stuffing, click fraud, or any other artificial means to inflate referral metrics.
• Offer unauthorized discounts, refunds, or guarantees on behalf of ReplenFlow.

Violation of any prohibited activity may result in immediate termination, forfeiture of all unpaid commissions, and potential legal action.

7. Intellectual Property

• ReplenFlow grants Affiliates a limited, non-exclusive, revocable license to use ReplenFlow's name and logo solely for promotional purposes in connection with the Program.
• You may not alter, modify, or create derivative works of ReplenFlow's trademarks or branding.
• All rights not expressly granted are reserved by ReplenFlow.

8. Termination

• Either party may terminate the affiliate relationship at any time with written notice.
• Upon termination, all pending commissions that have cleared the 30-day holding period will be paid out, subject to these Terms.
• Commissions still within the holding period at the time of termination will be evaluated and paid if no refunds occur.
• ReplenFlow reserves the right to terminate the entire Program at any time.

9. Limitation of Liability

• ReplenFlow's total liability to any Affiliate under these Terms shall not exceed the total commissions paid to that Affiliate in the 12 months preceding the claim.
• ReplenFlow is not liable for any indirect, incidental, special, consequential, or punitive damages arising from the Program.
• The Program is provided "as is" without warranties of any kind, express or implied.

10. Indemnification

You agree to indemnify, defend, and hold harmless ReplenFlow, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising out of your participation in the Program, your promotional activities, or your violation of these Terms.

11. Independent Contractor

Affiliates are independent contractors and not employees, agents, or partners of ReplenFlow. Nothing in these Terms creates an employment, partnership, or joint venture relationship. Affiliates are solely responsible for their own taxes, insurance, and compliance with applicable laws.

12. Governing Law & Disputes

These Terms are governed by and construed in accordance with the laws of the Province of Alberta, Canada. Any disputes arising under these Terms shall be resolved through binding arbitration in Edmonton, Alberta, Canada, unless otherwise agreed in writing.

13. Entire Agreement

These Terms constitute the entire agreement between you and ReplenFlow regarding the Affiliate Program and supersede all prior agreements, representations, and understandings. No modification of these Terms shall be effective unless made in writing by ReplenFlow.

14. Contact

For questions about the Affiliate Program or these Terms, contact us at [email protected].