Affiliate Agreement

This Affiliate Agreement (the “Agreement”) contains the complete terms and conditions that apply to your participation as an affiliate in the Company’s Affiliate Program, including the establishment of links from your affiliate website to any Company website or other medium. By participating in the Affiliate Program, you agree to the terms of this Agreement. We may modify this Agreement at any time upon notice to you.

Definitions

In addition to any other terms defined herein, the following defined terms will apply to this Agreement.

• Affiliate / you / your: The publisher advertising links/promotions of the Company.
• Affiliate Program: The referral-based program created by the Company and administrated through a third party selected by the Company.
• Company / we: Drink Brez LLC
• Customer: The user sent to the Company site via affiliate link.
• Links: Affiliate Program hyperlinks which allow for you to earn commission on sales made through the Affiliate Program.

Enrollment in the Affiliate Program

Each Affiliate must be approved to participate in the Affiliate Program. The Company may, in its sole discretion, approve or deny any potential Affiliate. In order to apply for the Affiliate Program, you must submit a complete Affiliate Program application. We will evaluate your application and will notify you of your acceptance or rejection. We may reject your application for any reason.

The Company may terminate the Affiliate Program, or your participation in the Affiliate Program, at any time and for any reason.

As an Affiliate, you are serving as an independent contractor, and nothing in this Agreement or the Affiliate Program in general creates an agency, franchise, partnership, sales representative or employment relationship between you and the Company. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement that will reasonably contradict anything in this section.

Prohibited Sites/Verbiage

Affiliates may not promote links to the Company through any webpage or other medium that contains any of the following:

• Sexually explicit material or violence.
• Discrimination based on race, sex, religion, national origin, or physical disability.
• Illegal activities or materials.
• Material that violates that intellectual property rights of any other person.
• Coupon websites.

Spam

Affiliate agrees to not utilize spam or robocalling in promoting the Company. This action will result in the immediate termination of Affiliate account with a cancellation of any pending commissions.

Promotion of Our Affiliate Relationship

We will make available to you Links, which, subject to this Agreement, you may display as often and in as many areas of your website, social media accounts, or other mediums as desired. Only sales made through Links will be credited towards the Affiliate Program.

In utilizing Links, you also agree that you will display on your site only those graphic images (indicating a Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel or functionality of our site.

Affiliates are prohibited from bidding on the following terms when utilizing pay-per-click promotions:

• Branded/trademarked terms (including “BRĒZ”).
• Derivatives of branded/trademarked terms.
• Broad-match based on branded/trademarked terms.
• Any other keywords identified by the Company at any time.

Our Responsibilities

The Company will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our sites. The Company will be responsible, including through our third-party partners, for processing every order placed by any Customer following any Links, for tracking the volume and amount of sales generated by your site, and for providing information to Affiliate Sites regarding sales statistics. The Company will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.

Reporting and Payments

You will be given a user name and password and have the ability to enter a password-protected site to receive your sales statistics.

Commission payments for sales generated from Links will be made as follows and shall be paid by our third-party Affiliate Program management company, which is subject to change at any time.

Your Responsibilities

You agree to sell and market products in strict compliance with all applicable laws, rules, and regulations.

You are solely responsible for ensuring that reviews, descriptions, and articles on your site comply with applicable copyright, FTC disclosure and other laws. You must have express permission to use another party’s copyrighted or other proprietary material. We are not responsible for violations.

You shall comply with all FTC guidance and regulations related to advertising disclosure requirements. For more information about FTC disclosure requirements, please review the FTC's Endorsement Guidelines at: https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking

Licenses and Use of the Company’s Intellectual Property

WE HEREBY GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS AND UNDER THE CONDITIONS PROVIDED FOR HEREIN, TO USE OUR LOGOS, TRADE NAMES, TRADEMARKS, AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (COLLECTIVELY, THE “LICENSED MATERIALS”), FOR THE SOLE PURPOSE OF PROMOTING THE COMPANY’S PRODUCTS ON YOUR SITE UNDER THE AFFILIATE PROGRAM. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY WITHOUT WRITTEN PERMISSION. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS WHILE YOU ARE A MEMBER IN GOOD STANDING OF THE AFFILIATE PROGRAM.

Limitation of Liability

YOU AGREE THAT WE AND OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING LOSS OF REVENUE, PROFITS, GOODWILL, USE OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE DOCUMENTATION, OUR WEBSITE, OR THE SERVICE OFFERINGS (AS DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES; FURTHER, TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR AGGREGATE MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

Indemnification

You agree to defend, indemnify, and hold harmless us and our affiliates, managers, officers, employees, agents, partners, and licensors from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from any activity arising in connection with your use of our website or service offerings or that constitutes your breach of this Agreement.

Additional Terms

This Agreement will be governed and construed in accordance with the laws of the State of Florida without regard to the conflict of laws provisions thereof, and Affiliate consents to jurisdiction and venue in the state and federal courts sitting in the State of Florida.

This agreement may not be assigned, transferred, or sublicensed by either party without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; provided, however, that no consent shall be required to an assignment of this Agreement in connection with a merger, consolidation, or sale of substantially all of the assets of such party.

If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.

The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”

This Agreement sets forth the entire understanding and agreement of the parties, and supersedes any and all oral or written agreements or understandings between the parties, as to the subject matter of the Agreement. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. This Agreement may be changed by Company at any time without notice.