Solanesse LLC Independent Affiliate Program Terms and Conditions
Last Revised: November 15th 2025
This Affiliate Agreement (“Agreement”) is entered into by and between:
Solanesse LLC (“Company,” “we,” “us,” or “our”), and
Affiliate (“you,” “your”) refers to the individual or legal entity that has applied to and been accepted into the Solanesse LLC Affiliate Program (“Program”). As an Affiliate, you act as an independent contractor and not as an employee, agent, or representative of Solanesse LLC. Your role includes promoting Solanesse LLC’s beauty products and serving as a public-facing ambassador of the brand. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Solanesse LLC. You are solely responsible for complying with all applicable laws and regulations governing independent contractors.
By applying to, signing up for, or participating in the Program, you agree to be bound by these Terms of Service (“Terms”). If you do not agree to any or all of these Terms, you are not authorized to participate in the Program. Your continued participation constitutes acceptance of these Terms.
1. Definitions
- Affiliate Link: The unique tracking URL, or other identifier provided by us to you for the purpose of tracking referred customer traffic, leads, or sales.
- Affiliate Code: The unique tracking coupon code provided by us to you for the purpose of tracking referred customer traffic, leads, or sales.
- Commission: The monetary amount or percentage payable to you based on Qualified Sales, as defined below and outlined in Section 8.
- Qualified Sale: A customer transaction involving the purchase of our product(s) that:
- originates from a new or existing customer who clicked your Affiliate Link or used your Affiliate Code, and is properly tracked in our system;
- is not excluded under these Terms (e.g., refunds, chargebacks, canceled orders, internal purchases, self-referrals); and
- remains valid beyond our standard return or chargeback period.
- Program Materials: Refers to any promotional content or materials provided by us to you for use in connection with the Affiliate Program. This includes, but is not limited to, banners, images, text, logos, discount codes, and other branded content.
- Prohibited Activities: Any actions described in Section 5 or elsewhere in these Terms that are expressly forbidden for Affiliates.
- Term: The duration of this Agreement, as defined in Section 15.
- Confidential Information: Any non-public information disclosed by us to you—whether oral, written, or electronic—that is marked or reasonably understood to be confidential. This excludes information that is publicly available through no breach of these Terms by you.
- Solanesse LLC Affiliate Compensation Terms: Constitute a separate but binding document that outlines the specific provisions governing affiliate commissions, payment schedules, tracking methodology, and related compensation policies. Upon execution of this Agreement, the affiliate acknowledges and agrees that the Affiliate Compensation Terms are incorporated herein by reference and shall be deemed an integral part of this Agreement. Acceptance of this Agreement shall constitute full ratification of the Affiliate Compensation Terms and all obligations therein.
2. Affiliate Enrollment, Acceptance and Performance.
2.1 Affiliate Enrollment and Acceptance
To participate in the Solanesse LLC Affiliate Program, you must submit an application through the designated enrollment process. Solanesse LLC reserves the right to accept or reject any application at its sole discretion, without obligation to provide explanation or liability for rejection.
As part of the enrollment process, you may be required to submit identifying and administrative information, including your legal name, tax documentation, payment details, and any other information reasonably requested by Solanesse LLC. You may also be required to agree to additional policies, including but not limited to the Affiliate Program Policy and Brand Usage Guidelines.
By applying to the Program, you represent and warrant that you are legally eligible to participate, including that you are of legal age, not barred under applicable laws, and that you will comply with all relevant laws and regulations throughout your participation.
If your application is accepted, Solanesse LLC will notify you in writing. The Terms of this Agreement will become effective upon your written confirmation of participation, which must be received within ten (10) days of notification. Failure to confirm within this period may result in revocation of acceptance at Solanesse LLC’s discretion.
2.2 Affiliate Performance Reviews
Solanesse LLC may conduct periodic reviews of your performance as an Affiliate to assess compliance, promotional quality, sales effectiveness, and overall alignment with brand standards. Reviews may include evaluation of your content, engagement metrics, conversion rates, communication history, and adherence to Program guidelines.
Performance reviews may be used to determine tier placement, eligibility for bonuses, continued participation in the Program, or corrective actions. Solanesse LLC reserves the right to request clarification, remove promotional content, suspend benefits, or terminate your participation based on the outcome of any review.
You agree to cooperate in good faith with any performance review process and to provide requested information or access as reasonably necessary. All review determinations are made at the sole discretion of Solanesse LLC and are final.
3. Non-Exclusive Relationship
Participation in the Solanesse LLC Affiliate Program is non-exclusive. Solanesse LLC may engage other affiliates, influencers, or marketing partners at its sole discretion. Likewise, you may represent, promote, or affiliate with other brands, products, or companies, provided that such activities do not conflict with the terms of this Agreement.
Solanesse LLC reserves the right to impose additional restrictions at any time regarding your affiliation with competing brands, products, or companies. These restrictions may include, but are not limited to, limitations on promoting products in similar categories, representing direct competitors, or engaging in campaigns that dilute or misrepresent Solanesse LLC’s brand image. Any such restrictions will be communicated to you in writing and shall become binding upon notice.
If you do not accept or comply with any updated restrictions, your participation in the Affiliate Program will be considered terminated effective immediately upon notice of non-acceptance or non-compliance.
4. Affiliate Obligations & Promotional Guidelines
You agree to promote the Solanesse LLC brand, products, and Program in good faith and subject to these conditions:
4.1 Brand Usage
As an Affiliate, you are granted a limited, non-exclusive, non-transferable, revocable license to use Solanesse LLC’s approved Program Materials solely for the purpose of promoting Solanesse LLC products in accordance with this Agreement.
You may use Program Materials only in the exact form provided by Solanesse LLC or as expressly approved in writing. You may not alter, modify, adapt, or create derivative works from any Program Materials without prior written consent.
Any use of Solanesse LLC’s trademarks, service marks, trade names, logos, slogans, product names, or other brand identifiers (“Brand Assets”) must strictly comply with Solanesse LLC’s Brand Usage Guidelines, as updated from time to time. Unauthorized or inconsistent use of Brand Assets is strictly prohibited.
You shall not misrepresent your relationship with Solanesse LLC. You may not claim or imply any partnership, sponsorship, endorsement, employment, or other affiliation with Solanesse LLC beyond your status as an independent Affiliate under this Program and subject to these Terms.
Solanesse LLC reserves the right to review, audit, and require removal or correction of any promotional content that, in its sole discretion, misuses Brand Assets or misrepresents the brand.
4.2 Promotion Methods & Prohibited Activities
Approved Promotion Methods
Affiliates may promote Solanesse LLC products using the following methods, subject to compliance with this Agreement and any applicable laws:
- Social media posts, stories, and videos on platforms such as Instagram, TikTok, YouTube, Facebook, and Pinterest
- Blog articles, product reviews, and tutorials
- Email marketing to subscribers you have consented to marketing communication.
- Paid advertising (only with prior written approval from Solanesse LLC)
- In-person events, pop-ups, or demonstrations (only with prior written approval)
- Use of Solanesse LLC’s approved Program Materials and Brand Assets
All promotional content must be truthful, non-deceptive, and clearly disclose your affiliate relationship with Solanesse LLC in accordance with FTC guidelines and any other applicable regulations.
Prohibited Activities
Affiliates are strictly prohibited from engaging in any of the following activities:
- Making false, misleading, or unsubstantiated claims about Solanesse LLC and/or any of its members, partners, employees, customers, products.
- Using Solanesse LLC’s Brand Assets in a way that implies partnership, sponsorship, endorsement, or employment beyond your status as an independent affiliate
- Modifying or misrepresenting Program Materials or Brand Assets without prior written approval
- Engaging in spam, unsolicited communications, or deceptive marketing practices
- Bidding on Solanesse LLC’s trademarks or brand terms in search engine advertising (e.g., Google Ads) without written consent
- Promoting Solanesse LLC products on websites or platforms that contain or promote:
- Hate speech, violence, or discrimination
- Adult content or sexually explicit material
- Illegal activities or substances
- Political or religious extremism
- Creating fake reviews, testimonials, or impersonating customers or representatives of Solanesse LLC
- Disclosing confidential information or internal communications from Solanesse LLC
- Offering unauthorized discounts, giveaways, or incentives tied to Solanesse LLC products
Company Oversight & Enforcement
Solanesse LLC retains full and final authority over all promotional activities conducted under this Program. The Company reserves the right to:
- Review, approve, reject, or require modification of any promotional content
- Impose additional restrictions or guidelines at any time
- Suspend or terminate your participation in the Program for any violation of these terms or for conduct deemed harmful to the brand
Your continued participation in the Program constitutes acceptance of all current and future promotional guidelines and restrictions.
4.3 Compliance with Laws & Advertising Standards
You agree to comply with all applicable laws, regulations, and industry standards in connection with your participation in the Solanesse LLC Affiliate Program. This includes, but is not limited to, laws governing advertising, consumer protection, privacy, intellectual property, and online marketing practices in your jurisdiction.
All promotional content must be truthful, non-deceptive, and clearly disclose your affiliate relationship with Solanesse LLC in accordance with Federal Trade Commission (FTC) guidelines and any other applicable disclosure requirements. You may not make any claims about Solanesse LLC products that are false, misleading, or not substantiated by Solanesse LLC.
You are solely responsible for ensuring that your promotional activities comply with all applicable legal and regulatory requirements. Solanesse LLC shall not be liable for any fines, penalties, or legal actions resulting from your failure to comply.
Solanesse LLC reserves the right to monitor, audit, and require correction or removal of any promotional content that violates applicable laws, advertising standards, or the terms of this Agreement.
5. Program Materials & Intellectual Property
All Program Materials provided by Solanesse LLC remain the exclusive property of the Company and may only be used in accordance with these Terms. You may not alter, reproduce, distribute, or otherwise use Program Materials in any manner that violates our brand guidelines, applicable laws, or this Agreement. Solanesse LLC reserves the right to modify, revoke, or replace Program Materials at any time.
Any content you create, publish, or distribute in connection with your role as an Affiliate—including but not limited to videos, images, written posts, reviews, testimonials, and promotional materials—shall be considered “Affiliate Content.” By participating in the Program, you grant Solanesse LLC a perpetual, worldwide, royalty-free, irrevocable license to use, reproduce, modify, publish, distribute, and display such Affiliate Content for any purpose, in any media or format, without further permission or compensation.
Solanesse LLC may use Affiliate Content for marketing, advertising, promotional campaigns, training, or brand development at its sole discretion. You waive any claims to attribution, approval rights, or compensation related to the Company’s use of Affiliate Content.
You are solely responsible for ensuring that any Affiliate Content you create does not infringe upon the intellectual property rights of any third party. If your content includes copyrighted material, trademarks, or other protected works without proper authorization, you will be solely liable for any resulting claims, damages, or legal actions. Solanesse LLC disclaims all responsibility for such violations and reserves the right to remove or disassociate from infringing content.
6. Tracking, Attribution & Commission Eligibility
Solanesse LLC retains sole authority to determine how tracking, attribution, and validation of Qualified Sales are calculated. Our internal tracking system—or any third-party platform we designate—serves as the exclusive and final record of performance, sales activity, and commission eligibility. Solanesse LLC will rely exclusively on this system for determining payouts and taking any related actions. No other tracking method, reporting tool, or affiliate-supplied data shall be recognized or authorized by Solanesse LLC for these purposes.
Solanesse LLC will pay commissions on Qualified Sales as defined and described elsewhere in this Agreement, subject to the terms and conditions herein.
Commissions will not be paid on any sale that:
is reversed, refunded, canceled, or charged back;
results from fraudulent, suspicious, or manipulative activity, including self-referrals, invalid clicks, or artificial traffic;
and/or does not otherwise meet the definition of a Qualified Sale under this Agreement.
Solanesse LLC reserves the right to deduct costs or adjust commissions in cases of tracking errors, duplicate transactions, or invalid activity. We may also withhold or reduce commissions if we reasonably suspect non-compliance with these Terms, including but not limited to violations of promotional guidelines, brand usage standards, or legal obligations.
Affiliates may request a copy of their tracking data at any time, limited to a maximum lookback period of one (1) year preceding the date of the request. We may at our discretion provide data older than one year. We will provide such data in a reasonable format and timeframe, subject to availability and system constraints. Upon request, Solanesse LLC may also provide a summary of its tracking methodology, including attribution logic and validation criteria, to help clarify how Qualified Sales are determined.
All determinations regarding commission eligibility, tracking integrity, and affiliate performance are made at the sole discretion of Solanesse LLC and are final.
7. Commission Dispute Process
If you believe that a commission has been incorrectly calculated, withheld, or omitted, you may submit a written dispute to us within thirty (30) days of the original payout date or expected payout date. Disputes must include sufficient detail to identify the transaction(s) in question, including order numbers, tracking data, and any relevant communication.
We will review the dispute in good faith and may request additional information to complete its assessment. All disputes will be evaluated based on the data recorded in our designated tracking system, which remains the exclusive and authoritative source for determining commission eligibility.
We will respond to the dispute within a reasonable timeframe, typically within fourteen (14) business days. If the dispute is resolved in your favor, any adjustments will be reflected in the next scheduled payout. If the dispute is denied, the decision shall be final and binding.
Failure to submit a dispute within the thirty-day window waives your right to challenge the commission determination for that transaction.
8. Commission Rates, Payment Terms & Modification
Commissions will only be paid on Qualified Sales.
8.1 Qualified Sales
A “Qualified Sale” refers to a completed purchase of Solanesse LLC products by a bona fide customer through an authorized affiliate tracking link, where the transaction meets all of the following conditions:
The sale is fully paid and not refunded, canceled, reversed, or subject to chargeback.
The sale originates from legitimate customer activity and does not involve self-referral, fraudulent behavior, artificial traffic, or manipulation of tracking systems.
The sale is properly tracked and recorded by Solanesse LLC’s designated tracking system and attributed to the affiliate in accordance with the Program’s attribution rules.
The sale complies with all terms of this Agreement, including promotional guidelines, advertising standards, and legal compliance requirements.
We retain sole discretion to determine whether a transaction qualifies as a Qualified Sale. All determinations are final and binding.
8.2 Commission Structure & Payment Terms
The commission structure (whether percentage-based or flat fee) and payment schedule will be communicated to you upon acceptance into the Program and may be updated from time to time at Solanesse LLC’s discretion.
Commissions will be paid only after the applicable eligibility period has passed (as defined in the “Solanesse LLC Affiliate Compensation Terms” document). You must have submitted all required payment information and applicable tax documentation in order to receive payment. Commissions will in no instance be paid until at least 8 weeks has elapsed from the date of the sale.
If your account is closed or terminated due to misconduct or breach of this Agreement, you may forfeit any unpaid commissions as outlined in Section 9.
8.3 Modifications
Solanesse LLC reserves the right to modify the commission rate, payment schedule, or payment method at any time. Any such changes will be communicated to you in writing or via the affiliate platform. Your continued participation in the Program following any modification constitutes your acceptance of the updated terms
8.4 Minimum Payout Thresholds
Commissions will be paid only when your accrued balance meets or exceeds the minimum payout threshold as stated in the “Solanesse LLC Affiliate Compensation Terms”. The current threshold will be communicated to you upon acceptance into the Program and may be updated from time to time.
If your balance does not meet the threshold by the scheduled payout date, the unpaid amount will roll over to the next payment cycle until the threshold is met. No interest will accrue on unpaid balances.
We reserve the right to adjust the minimum payout threshold, payment frequency, or method at any time. Your continued participation in the Program constitutes acceptance of any such changes.
9. Term, Termination & Commission Forfeiture
The term of this Agreement begins upon your acceptance into the Solanesse LLC Affiliate Program and remains in effect until terminated by either party in accordance with this Section.
Solanesse LLC may suspend or terminate your participation in the Program at any time, with or without cause, and with or without notice, at its sole discretion. Grounds for termination may include, but are not limited to, non-compliance with these Terms, engagement in Prohibited Activities, or conduct deemed detrimental to the Solanesse brand.
You may terminate your participation at any time by ceasing all promotional activities and providing written notice to Solanesse LLC. Termination will be effective upon confirmation of receipt.
Upon termination for any reason:
- You will immediately cease all use of Program Materials, Solanesse LLC intellectual property, and any representations of affiliation with the Program;
- You will no longer accrue commissions for any sales occurring after the effective date of termination;
- Any unpaid commissions may be withheld or forfeited if Solanesse LLC determines that you violated these Terms, engaged in Prohibited Activities, or generated invalid traffic or sales;
Solanesse LLC reserves the right to recover, reverse, or offset any previously paid commissions that were issued in error or based on ineligible, fraudulent, or non-compliant activity. This includes, but is not limited to, commissions resulting from invalid sales, self-referrals, artificial traffic, promotional violations, or breach of program terms. Recovery actions may include deduction from future payouts, issuance of a formal demand for repayment, or pursuit of legal remedies as deemed necessary. Affiliates shall remain liable for any overpaid amounts and agree to cooperate in resolving such discrepancies in good faith.
The following sections shall survive termination: Section 5 (Program Materials & Intellectual Property), Section 11 (Affiliate-Side Errors and Limitation of Liability), Section 12 (Indemnification), Section 13 (Disclaimer of Warranties & Limitation of Liability), Section 14 (Confidentiality), and Section 15 (Governing Law & Disputes & Jurisdiction).
Solanesse LLC reserves the right to terminate any affiliate account that fails to generate at least one (1) verified product sale to a new customer within any rolling ninety (90) calendar day period. “New customer” is defined as an individual who has not previously completed a purchase through Solanesse LLC’s website or affiliate program. Termination under this clause may occur without prior notice and shall result in forfeiture of any unpaid commissions below the minimum payout threshold. Reactivation, if permitted, shall be subject to reapplication and approval at the sole discretion of Solanesse LLC.
9.1 Actions Resulting in Immediate Termination:
- Violation of the Affiliate Program Terms and Conditions
Violation of the “Solanesse LLC Independent Affiliate Program Terms and Conditions”, including any breach of program policies, compensation terms, brand standards, or compliance requirements
- Misrepresentation of Product Claims
Affiliates making unsubstantiated, exaggerated, or false claims about Solanesse LLC products, including medical, therapeutic, or guaranteed results not supported by official brand materials. - Trademark or Copyright Infringement
Use of Solanesse LLC trademarks, logos, product names, or copyrighted materials in unauthorized ways, including in domain names, social handles, or branded merchandise. - Unauthorized Discounting or Coupon Promotion
Promotion of unauthorized discount codes, expired offers, or fabricated promotions not issued or approved by Solanesse LLC. - Impersonation or False Identity
Affiliates impersonating Solanesse LLC employees, representatives, or other affiliates, or using fake personas to mislead customers or the company. - Incentivized or Compensated Reviews Without Disclosure
Offering compensation, gifts, or incentives in exchange for reviews, testimonials, or endorsements without clear and conspicuous disclosure. - Violation of Platform Terms
Use of affiliate links or promotional content in violation of third-party platform policies (e.g., Instagram, TikTok, YouTube, Amazon), resulting in account suspension or reputational harm. - Affiliate Link Manipulation
Altering, masking, or redirecting affiliate links in a way that interferes with tracking, attribution, or transparency. - Harassment or Abuse
Engaging in abusive, harassing, or discriminatory behavior toward Solanesse LLC staff, other affiliates, or customers
9.2 Data and Account Actions Upon Termination
Upon termination of an affiliate agreement—whether due to inactivity, breach of terms, or voluntary withdrawal—we will execute the following actions to ensure proper closure, data governance, and compliance:
Account Deactivation and Access Revocation
- The affiliate’s account will be deactivated, and all login credentials, dashboard access, and promotional tools will be revoked.
- Any active affiliate links will be disabled, and future traffic or conversions will no longer be tracked or credited.
Commission and Payment Handling
- Unpaid commissions below the minimum payout threshold will be forfeited, as outlined in Section 9.
- Any pending commissions above the threshold will be reviewed for eligibility and paid out in accordance with program terms, unless termination was due to fraud or policy violation.
Content and Asset Removal
- Affiliate-generated content hosted on Solanesse LLC platforms (e.g., blog posts, testimonials, promotional materials) may be removed, archived, or anonymized.
- Solanesse LLC reserves the right to request removal of brand-related content from the affiliate’s own channels, including unauthorized use of trademarks, logos, or product imagery.
Data Deletion and Retention
- Personal data associated with the affiliate account—including but not limited to name, contact information, and payment details—will be deleted or anonymized in accordance with Solanesse LLC’s data retention policies and applicable privacy laws upon termination or deactivation of the account. However, Solanesse LLC may retain limited data necessary to identify the affiliate in the event of re-application, dispute resolution, or compliance verification. Such retained data will be stored securely and used solely for administrative and legal purposes consistent with our privacy practices.
- Transactional and compliance-related data may be retained for legal, tax, audit, or regulatory purposes, even after account termination.
- Affiliates may submit a formal request for deletion of personal data by contacting Solanesse LLC’s Privacy Office. Such requests will be processed in accordance with applicable privacy laws and Solanesse LLC’s data retention policies and may be denied if retention is required for legal, compliance, or administrative purposes.
Marketing and Communication Suppression
- The terminated affiliate will be removed from all program-related mailing lists, promotional campaigns, and internal communications.
- Solanesse LLC may continue to send legally required notices (e.g., tax forms, final payment confirmations) until all obligations are fulfilled.
Reapplication and Future Eligibility
- Terminated affiliates may reapply to the program after a minimum waiting period of 90 days, unless termination was due to fraud, abuse, or other serious violations.
- Reapplication is subject to review and approval at the sole discretion of Solanesse LLC, and prior violations may impact eligibility.
10. Affiliate Tiers & Bonuses
Solanesse LLC may, at its sole discretion, implement a tiered structure within the Affiliate Program to recognize and reward performance. Tier placement may be based on factors such as total sales volume, customer engagement, content quality, compliance history, or other performance metrics determined by Solanesse LLC.
Affiliates in higher tiers may be eligible for enhanced commission rates, exclusive Program Materials, early access to product launches, or performance-based bonuses. Bonus structures, eligibility criteria, and payout terms will be communicated in the “Solanesse LLC Affiliate Compensation Terms” document.
Tier assignments and bonus eligibility are determined solely by Solanesse LLC and are not guaranteed. Solanesse LLC reserves the right to modify, suspend, or revoke tier status or bonus eligibility at any time, with or without notice, based on performance, compliance, or changes to Program strategy.
Participation in any tier or bonus program constitutes acceptance of the applicable terms and conditions.
11. Affiliate-Side Errors and Limitation of Liability
Solanesse LLC shall not be held liable for any errors, omissions, or misconfigurations—whether intentional, negligent, or accidental—on the part of the affiliate in the use, distribution, or implementation of Affiliate Links, Affiliate Codes, or any other tracking mechanisms. This includes but is not limited to incorrect link formatting, expired or overwritten codes, unauthorized modifications, or failure to properly deploy tracking assets.
Solanesse LLC shall also bear no responsibility for any payment delays, misrouted deposits, or failed transactions resulting from inaccurate banking information, incomplete data entry, or negligence by the affiliate in submitting or maintaining their payment details. Affiliates are solely responsible for ensuring that their account information is accurate, current, and compatible with ACH processing requirements.
Likewise, Solanesse LLC shall not be liable for any tax reporting errors, withholding issues, or compliance failures resulting from incorrect, outdated, or missing tax documentation submitted by the affiliate. Affiliates are responsible for providing valid and complete tax information—including any required forms or certifications—and for updating such information as necessary to remain compliant with applicable laws. Solanesse LLC shall have no obligation to retroactively adjust or compensate for commissions withheld, delayed, or misreported due to affiliate-side tax errors.
12. Indemnification
You agree to indemnify, defend, and hold harmless Solanesse LLC, its officers, directors, employees, affiliates, and agents from and against any and all claims, demands, liabilities, losses, damages, costs, and/or expenses (including reasonable attorneys’ fees) arising out of or related to:
- your breach of any provision of this Agreement;
- your promotional activities or content, including any false, misleading, unsubstantiated, or non-compliant representations;
- your violation of any applicable law, regulation, or third-party rights;
- your failure to disclose your affiliate relationship or comply with advertising, endorsement, or disclosure requirements.
This indemnification obligation is in addition to, and not in lieu of, any other rights or remedies available to Solanesse LLC under this Agreement or applicable law.
13. Disclaimer of Warranties & Limitation of Liability
13.1 Disclaimer of Warranties
The Solanesse LLC Affiliate Program and all related Program Materials are provided “as is” and “as available,” without representation or warranty of any kind, whether express, implied, or statutory. Solanesse LLC expressly disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or reliability. Participation in the Program is at your own risk.
13.2 Limitation of Liability
To the maximum extent permitted by law, Solanesse LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages—including but not limited to loss of profits, business interruption, or reputational harm—arising out of or related to this or any other Agreement, the Program, or your participation, regardless of the theory of liability and even if advised of the possibility of such damages.
Solanesse LLC’s aggregate liability under this Agreement shall not exceed the total commissions actually paid to you under the Program in the twelve (12) months preceding the event giving rise to the claim.
13.3 Jurisdictional Exceptions
Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such cases, the limitations and exclusions set forth in this Section shall apply only to the extent permitted by applicable law.
14. Confidentiality
You agree to maintain the confidentiality of all non-public, proprietary, or sensitive information disclosed by Solanesse LLC in connection with your participation in the Affiliate Program (“Confidential Information”). You shall protect such information using the same degree of care you use to protect your own confidential information, and in no event less than a reasonable standard of care.
You shall not use or disclose any Confidential Information except as strictly necessary to fulfill your obligations under this Agreement or with the prior written consent of Solanesse LLC. You shall not use Confidential Information for any purpose that would compete with or harm Solanesse LLC or its business interests.
Upon termination of this Agreement, or upon written request by Solanesse LLC, you shall promptly return or permanently destroy all Confidential Information in your possession or control, including any copies, summaries, or derivative materials.
This obligation shall survive termination of this Agreement.
15. Governing Law, Disputes & Jurisdiction
This Agreement, and all matters arising out of or relating to your participation in the Solanesse LLC Affiliate Program, shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of law principles.
Before initiating any formal legal proceeding, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good faith informal negotiations.
If informal negotiations fail to resolve the dispute within thirty (30)-days, the parties shall submit the matter to mediation administered by a mutually agreed-upon mediator in the State of Idaho. The mediation shall be conducted in accordance with the rules of the American Arbitration Association (AAA) or another recognized mediation body, unless otherwise agreed.
If mediation does not result in a resolution within sixty (60) days of initiation, the dispute shall be resolved by binding arbitration administered in accordance with the rules of the American Arbitration Association (AAA) or another recognized mediation body, unless otherwise agreed. The arbitration shall take place in Idaho, be conducted in English, and governed by the laws of the State of Idaho.
Judgment on the arbitration award may be entered in any court having jurisdiction. The Affiliate shall bear all legal costs and expenses associated with the arbitration process, including attorneys’ fees and administrative fees, unless the arbitrator determines otherwise based on the circumstances of the case.
Notwithstanding the foregoing, Solanesse LLC may seek injunctive or equitable relief to prevent actual or threatened misuse of Confidential Information or intellectual property. Such relief shall be sought exclusively in the state or federal courts located in the State of Idaho, and each party hereby consents to the personal jurisdiction and venue of such courts for that purpose.
16. Modification of Terms
Solanesse LLC reserves the right to modify, update, or revise any part of this Agreement, including Solanesse LLC Affiliate Compensation Terms, Program policies, commission structures, payment terms, and eligibility criteria, at any time and at its sole discretion.
Any changes will become effective upon posting to the designated affiliate portal or upon written notice to you. Continued participation in the Program after such changes are posted or communicated constitutes your binding acceptance of the modified terms.
It is your responsibility to review the Agreement and Program policies periodically to stay informed of any updates. If you do not agree to the modified terms, your sole remedy is to terminate your participation in the Program in accordance with Section 9.
17. Representations & Warranties
By participating in the Solanesse LLC Affiliate Program, you represent and warrant that:
- You are at least eighteen (18) years of age or the legal age of majority in your jurisdiction, and you have full legal capacity and authority to enter into and perform under this Agreement.
- You are not barred from participating in the Program under any applicable laws, regulations, or court orders.
- All information you provide to Solanesse LLC, including application details, payment credentials, and tax documentation, is accurate, complete, and current.
- Your promotional activities, content, and conduct will comply with all applicable laws, regulations, and industry standards, including advertising, consumer protection, and disclosure requirements.
- You will not engage in any activity that is fraudulent, misleading, defamatory, infringing, or otherwise harmful to Solanesse LLC, its customers, or its reputation.
- You are not using bots, automated click-fraud mechanisms, or any form of invalid traffic generation to artificially boost commissions or manipulate performance metrics.
- You have reviewed and will comply with all Program policies, including the Affiliate Program Policy and Brand Usage Guidelines, as may be updated from time to time.
These representations and warranties shall remain in effect throughout your participation in the Program. Solanesse LLC’s acceptance of your application or continued participation does not waive or limit its right to enforce this Section.
18. Miscellaneous
18.1 Entire Agreement
This Agreement, including all referenced policies and supplemental terms, constitutes the entire agreement between you and Solanesse LLC with respect to the Affiliate Program and supersedes all prior or contemporaneous communications, understandings, or agreements, whether oral or written.
18.2 No Waiver
No waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of Solanesse LLC. The failure to enforce any right or provision shall not constitute a waiver of that right or provision, nor shall it affect the validity of this Agreement or any part thereof.
18.3 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall remain in full force and effect, and the invalid portion shall be interpreted to the maximum extent permissible to reflect the original intent.
18.4 Assignment
You may not assign or transfer your rights or obligations under this Agreement without prior written consent from Solanesse LLC. Solanesse LLC may assign this Agreement at any time without notice or restriction.
18.5 Independent Contractors
You and Solanesse LLC are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship.
18.6 Force Majeure
Solanesse LLC shall not be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, governmental actions, internet outages, or system failures.
18.7 Headings
Section and clause headings are for convenience only and shall not affect the interpretation or construction of this Agreement.