Affiliate Agreement

“Affiliate Link” means a special tracking link, URL, code, or other identifier that we provide or approve for tracking referrals to our web site.

“Cookie Duration” means the period during which an Affiliate Link tracking cookie remains active after a customer clicks on an Affiliate Link. The current Cookie Duration is Sixty (60) days. A customer’s purchase must occur within the Cookie Duration period to be eligible as a Qualified Purchase. Buy Two Way Radios reserves the right to modify the Cookie Duration upon notice to you in accordance with Section 5 of this Agreement.

“Program Content” means any links, banners, creatives, logos, trademarks, coupons, promotions, product information, data feeds, text, images, or other marketing materials that we provide or make available to you in connection with the Buy Two Way Radios Affiliate Program.

“Qualified Purchase” means a bona fide purchase of products from our web site by a customer that (i) is tracked properly through an Affiliate Link within the applicable Cookie Duration, (ii) is not canceled, returned, refunded, or charged back, (iii) is not fraudulent, invalid, or the result of Prohibited Advertising (as defined by this Agreement), and (iv) otherwise complies with this Agreement and all program rules and guidelines we provide.

“Net Sales” means the amount actually paid by the customer to us for products in a Qualified Purchase, excluding (as applicable) taxes, shipping and handling, discounts, coupons, store credit, gift cards, rebates, returns, refunds, chargebacks, and any other amounts not retained by us.

“Reversal” means the deduction, cancellation, or adjustment of previously reported commissions due to returns, refunds, cancellations, chargebacks, fraud, invalid transactions, duplicate orders, pricing errors, order non-collection, policy violations, or any other transaction that is not a Qualified Purchase.

“Prohibited Advertising” means any promotional method that violates this Agreement or any program rules we provide, including without limitation the conduct described in Sections 8.1 through 8.5.

To begin the enrollment process, you will complete and submit the online application provided by Buy Two Way Radios. The fact that we may initially approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

Site misrepresentation is prohibited. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Buy Two Way Radios or any other affiliated business.

As a member of the Buy Two Way Radios Affiliate Program, you will have access to our Affiliate Account Manager. Here you will be able to review the details of our Program and previously-published affiliate documents, newsletters, download HTML code that provides for links to web pages within the Buy Two Way Radios web site and banner creatives, browse and get tracking codes for our coupons and deals and other affiliate tools as provided. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide to you.

Buy Two Way Radios reserves the right, at any time, to review your placement and approve the use of Affiliate Links and Program Content and require that you change the placement or use to comply with the guidelines provided to you.

The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use the copyrighted material of any individual or company, whether it be a writing, an image, audio, video or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use any copyrighted material or other intellectual property in violation of the law or any third party rights.

We have the right to monitor your media and/or site at any time to determine if you are following the terms and conditions of this Agreement. We may review your media and/or site to make sure that your links to our web site are appropriate and to notify you of any changes that we feel should be made. If you do not make the changes to your media and/or site that we feel are necessary, we reserve the right to terminate your participation in the Buy Two Way Radios Affiliate Program.

Buy Two Way Radios reserves the right to terminate this Agreement and your participation in the Buy Two Way Radios Affiliate Program immediately and without notice to you should you commit fraud in your use of the Buy Two Way Radios Affiliate Program or should you abuse this program in any way (including, without limitation, artificially inflating click volume, self-referrals, coordinating fraudulent transactions, or other manipulation of the affiliate tracking system). If such fraud or abuse is detected, Buy Two Way Radios shall not be liable to you for any commissions for such fraudulent sales.

This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

Effect of Termination. Upon termination of this Agreement for any reason, (i) all licenses granted to you under this Agreement (including the license to use the Licensed Materials and Program Content) will immediately cease; (ii) you must promptly remove and discontinue all use of Affiliate Links, Program Content, and Licensed Materials; and (iii) you must stop representing yourself as a participant in the Buy Two Way Radios Affiliate Program.

Buy Two Way Radios handles tracking and commission reporting through the Affiliate Account Manager. Commission rates, program details, and any special promotions or bonuses will be as stated within the Affiliate Account Manager or in written program communications, and may be changed in accordance with Section 5.

Commissions are earned only on Qualified Purchases and are calculated on Net Sales. Commissions are not earned on any transaction that is not a Qualified Purchase, including but not limited to transactions that are returned, refunded, canceled, charged back, fraudulent, invalid, or generated through Prohibited Advertising or other violations of this Agreement.

We may apply Reversals at any time for transactions that are determined not to be Qualified Purchases. If commissions have already been credited or paid with respect to a transaction that is later reversed, you agree that we may deduct the amount of such commissions from future commissions payable to you or, if no future commissions are available, require repayment within a reasonable time.

Commissions become eligible for withdrawal only after they are reflected as available within your Affiliate Account Manager (which may include a holding period to account for returns, cancellations, and fraud review). Commissions must reach the minimum balance as stated in the Affiliate Account Manager before funds can be withdrawn from your Affiliate Account. Withdrawals can be requested at any time while logged into the Affiliate Account Manager and are subject to any verification we reasonably require. Approved withdrawal requests will be processed within thirty (30) business days, subject to any withholding rights under this Agreement. The current minimum withdrawal balance is fifty dollars ($50) USD, as may be updated in the Affiliate Account Manager.

We reserve the right to withhold payment or delay withdrawals if we reasonably suspect fraud, invalid transactions, policy violations, or other activity that may result in Reversals, until the investigation is completed. If we determine that commissions are not valid, we may deny payment of such commissions.

You are solely responsible for all taxes, assessments, and other governmental charges in connection with amounts paid to you. You agree to provide any tax forms or information reasonably requested (including, if applicable, IRS Form W-9 or W-8BEN) as a condition of payment.

You are free to promote your own web sites, but naturally any promotion that mentions Buy Two Way Radios could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Buy Two Way Radios. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our brand. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Buy Two Way Radios so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Buy Two Way Radios so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself, your media and your web site(s) as independent from Buy Two Way Radios. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Buy Two Way Radios Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

Pay-Per-Click (PPC); Trademark and Brand Bidding Restrictions. You may not bid on, purchase, or otherwise target in any paid search, paid social, display, or similar advertising campaign any of our trademarks or brand terms, including “Buy Two Way Radios,” “buytwowayradios,” “buytwowayradios.com,” and any misspellings, variations, or confusingly similar terms, whether alone or in combination with other keywords.

You may not use our trademarks or brand terms (or confusingly similar terms) in any advertisement copy, headline, display URL, vanity URL, profile name, page name, or domain name without our prior written approval.

You may not use paid advertising to drive traffic directly to our web site using an Affiliate Link (“direct linking”) unless we expressly authorize it in writing. If you are permitted to run paid advertising, you must direct traffic first to your own web site or landing page that (i) provides original content and value to users and (ii) complies with this Agreement.

Affiliates who violate this Section will be considered trademark violators and may be removed from the Buy Two Way Radios Affiliate Program immediately, at our sole discretion. Any pending or unpaid commissions may be withheld and/or reversed in connection with such violation.

Affiliate shall not use or distribute any software, browser extension, toolbar, add-on, plug-in, application, “shopping assistant,” “coupon injector,” “shopping wallet,” adware, or other technology or technique that (a) inserts or replaces advertisements, (b) displays pop-ups or pop-unders, (c) overwrites or sets tracking cookies or other identifiers without a customer-initiated click on an Affiliate Link, (d) redirects traffic, or (e) otherwise interferes with our site, our content, or our tracking and attribution.

As used herein, “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, DuckDuckGo, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open the Buy Two Way Radios site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

Required Disclosures; FTC Compliance. You must clearly and conspicuously disclose your material connection to Buy Two Way Radios when promoting our products or using Affiliate Links, including that you may receive compensation or commissions for purchases made through your links. Such disclosures must be placed close to the endorsement or Affiliate Link, must be easy to notice and understand on all devices, and must comply with applicable laws, regulations, and guidelines, including the U.S. Federal Trade Commission (FTC) endorsement and advertising guidelines, as well as any applicable platform rules (e.g., YouTube, Facebook, Instagram, TikTok, X).

You may not make any false, misleading, unsubstantiated, or deceptive claims about Buy Two Way Radios, our web site, or our products. You are responsible for ensuring that your reviews, endorsements, and other marketing content reflect your honest opinions and experiences.

Privacy, Data, and Tracking Compliance. You agree to comply with all applicable privacy, marketing, and data protection laws and regulations in connection with your participation in the Buy Two Way Radios Affiliate Program and your marketing activities, including any requirements relating to consent, disclosures, opt-out mechanisms, and data security.

You may not (i) collect, use, disclose, sell, or share any customer personal information in a manner that violates applicable law or this Agreement; (ii) use any method to set tracking cookies or other identifiers without a customer-initiated click on an Affiliate Link; (iii) engage in “cookie stuffing,” forced clicks, hidden iframes, click injection, or similar deceptive practices; or (iv) attempt to interfere with or circumvent our tracking, attribution, or fraud detection methods.

You must maintain reasonable administrative, technical, and physical safeguards designed to protect any information you collect or store in connection with your marketing activities. Upon request, you will provide information reasonably necessary for us to verify your compliance with this Section.

We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Buy Two Way Radios Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Buy Two Way Radios and the good will associated therewith will inure to the sole benefit of Buy Two Way Radios.

Each party agrees not to use the proprietary materials of the other party in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

your site, your content, or your marketing activities, including any claims, representations, statements, or warranties you make regarding Buy Two Way Radios, our web site, or our products;

your use of Affiliate Links, Program Content, or the Licensed Materials, including any use outside the scope of the licenses granted under this Agreement, or any allegation that your materials or your use of our materials infringes, misappropriates, or violates any intellectual property, privacy, or other rights of any third party;

your violation (or alleged violation) of any law, regulation, rule, or guideline (including advertising, consumer protection, and privacy laws), or any breach of this Agreement; or

any fraud, willful misconduct, or negligence by you or anyone acting on your behalf in connection with the Buy Two Way Radios Affiliate Program.

You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Buy Two Way Radios. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

Neither party may assign its rights or obligations under this Agreement to any other party without the prior written consent of the other party; provided, however, that either party may assign this Agreement without consent in connection with a merger, reorganization, or the sale of all or substantially all of the assets or business of that party.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of South Carolina without regard to the conflicts of laws and principles thereof. Any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in York County, South Carolina, and both parties consent to personal jurisdiction in such courts.

You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a Force Majeure Event, provided that the affected party promptly notifies the other party and uses commercially reasonable efforts to resume performance as soon as practicable.

For purposes of this Agreement, “Force Majeure Event” means any cause or circumstance beyond a party’s reasonable control, including but not limited to: acts of God; natural disasters (including fire, flood, earthquake, storm, hurricane, or other extreme weather events); epidemic or pandemic; war, invasion, terrorism, riot, or civil unrest; actions or orders of any governmental or regulatory authority (including changes in law or regulation); national or regional emergency; strikes, labor disputes, or work stoppages not involving the affected party’s own employees; failure or interruption of the Internet, telecommunications infrastructure, hosting services, power grid, or third-party systems or platforms on which a party reasonably relies; or any other event that is beyond the reasonable control of the affected party and could not have been prevented by the exercise of reasonable diligence.

For the avoidance of doubt, a Force Majeure Event does not excuse either party’s payment obligations with respect to commissions already earned and confirmed as Qualified Purchases prior to the occurrence of the Force Majeure Event. Notwithstanding the foregoing, Buy Two Way Radios may delay processing or payment of commissions during a Force Majeure Event for a reasonable period, provided that such commissions are paid promptly upon resumption of normal operations.

If a Force Majeure Event continues for a period of more than thirty (30) consecutive days, either party may terminate this Agreement upon written notice to the other party without liability, except that Buy Two Way Radios shall remain obligated to pay any commissions earned on Qualified Purchases completed prior to the date of termination, subject to the terms of Section 6 of this Agreement.

A Force Majeure Event shall not include: (i) economic hardship, loss of revenue, or unfavorable market conditions; (ii) a party’s failure to obtain financing or maintain adequate resources; (iii) changes in the competitive landscape; or (iv) any circumstance that the affected party reasonably could have anticipated and prevented or mitigated through the exercise of reasonable care and diligence.