Affiliate Agreement

FREEZBONE AFFILIATE & CONTENT LICENSE AGREEMENT

This Affiliate & Content License Agreement (“Agreement”) is entered into and becomes effective on the date the Affiliate creates an account, participates in the program, submits content, or accepts these Terms and Conditions by checking the agreement box (“Effective Date”), by and between Freezbone Inc. (“Freezbone,” “Company,” “we,” or “us”) and the individual or entity participating in the program (“Affiliate”).

By participating in the program, Affiliate agrees to be legally bound by this Agreement.

1. TERM OF AGREEMENT

This Agreement shall begin on the Effective Date and shall remain in effect until terminated by either party.

Freezbone reserves the right to suspend, restrict, or terminate any Affiliate account, commission eligibility, whitelisting privileges, or participation in the program at any time, with or without cause, and without prior notice.

Freezbone may evaluate Affiliate performance periodically and may revoke “Super Affiliate” or preferred status at its sole discretion if performance standards, compliance standards, content quality expectations, or brand alignment requirements are not met.

Termination of this Agreement shall not affect any rights, licenses, ownership rights, payment obligations already accrued, or content usage rights granted to Freezbone under this Agreement, all of which shall survive termination indefinitely.

2. AFFILIATE RESPONSIBILITIES

Affiliate agrees to:

  • Create original content featuring Freezbone products for social media platforms including, but not limited to, Facebook, Instagram, TikTok, YouTube, Pinterest, Snapchat, websites, landing pages, paid advertisements, email marketing, and any current or future media channels.

  • Follow all applicable platform policies, FTC disclosure requirements, advertising laws, and community guidelines.

  • Produce high-quality content that aligns with current social media trends, viral content styles, and Freezbone brand standards.

  • Refrain from making false, misleading, defamatory, unlawful, or unsubstantiated claims regarding Freezbone products.

  • Maintain professional conduct when representing the Freezbone brand.

Affiliate acknowledges and agrees that Freezbone has sole discretion regarding whether content will be boosted, advertised, reposted, edited, or otherwise utilized.

3. WHITELISTING & PAID ADVERTISING AUTHORIZATION

By participating in the program, Affiliate expressly authorizes Freezbone to:

  • Whitelist, boost, sponsor, advertise, and promote Affiliate content through any social media platform, advertising network, or marketing channel now existing or developed in the future.

  • Use Affiliate’s social media handle, likeness, username, voice, image, brand, and content in connection with paid advertising campaigns.

  • Run advertisements from Affiliate’s social media identity and/or advertising authorization permissions where applicable.

  • Edit, crop, resize, reformat, dub, add voiceovers, add captions, combine with other content, create derivative works from, or otherwise modify Affiliate content at Freezbone’s sole discretion.

  • Use Affiliate content in connection with any landing page, product page, advertorial, website, funnel, email campaign, paid advertisement, retargeting campaign, marketplace listing, or other promotional material determined by Freezbone.

Affiliate expressly agrees and acknowledges that any content created, uploaded, posted, submitted, tagged, mentioned, collaborated on, or otherwise associated with Freezbone products or brand accounts on TikTok, Instagram, Facebook, YouTube, or any other social media platform may be used by Freezbone for commercial, advertising, branding, promotional, ecommerce, website, landing page, marketplace, email marketing, and other business purposes, including use across any websites, Shopify stores, product pages, sales funnels, advertorials, or digital properties owned, operated, managed, licensed, or controlled by Freezbone or its partners.

This includes, without limitation:

  • Videos posted by the Affiliate on their own social media accounts;

  • Videos where Freezbone is tagged, mentioned, collaborated with, or referenced;

  • Videos created for Freezbone campaigns, affiliate promotions, giveaways, or advertisements;

  • Organic social media posts featuring Freezbone products;

  • TikTok videos, Instagram Reels, Facebook videos, YouTube Shorts, livestream content, stories, photos, and any other media created by the Affiliate relating to Freezbone.

Affiliate grants Freezbone the unrestricted right to download, save, reproduce, edit, crop, modify, manipulate, dub, caption, add voiceovers to, create derivative works from, repost, republish, distribute, advertise, boost, whitelist, sublicense, and otherwise use such content in any manner determined by Freezbone, in its sole discretion, for the purpose of promoting Freezbone products, services, and brand.

Affiliate further authorizes Freezbone to:

  • Run the Affiliate’s content directly through Freezbone-owned advertising accounts, social media accounts, TikTok Shop accounts, Meta Business accounts, creator accounts, agency accounts, whitelisted accounts, or third-party advertising accounts;

  • Use the Affiliate’s videos and content directly from Freezbone creator accounts, TikTok Shop creator accounts, Facebook pages, Instagram pages, Meta ad accounts, agency accounts, or any third-party advertising or social media account controlled or authorized by Freezbone;

  • Repost, redistribute, syndicate, and advertise Affiliate content through any account or platform chosen by Freezbone;

  • Use the Affiliate’s content in paid advertising campaigns across TikTok, Facebook, Instagram, YouTube, Pinterest, Snapchat, Google, native advertising networks, marketplaces, television, websites, email marketing, SMS marketing, landing pages, and any other media channel now existing or later developed;

  • Use the Affiliate’s likeness, username, handle, voice, image, and content in connection with such advertisements and promotions.

Affiliate acknowledges and agrees that Freezbone shall have sole discretion regarding where traffic generated from advertisements is directed, including but not limited to:

  • Freezbone-owned websites

  • Shopify stores

  • TikTok Shop

  • Amazon

  • Landing pages

  • Dedicated affiliate pages

  • Funnel pages

  • Third-party marketplaces

  • Retargeting campaigns

  • Email or SMS campaigns

Affiliate further agrees that Freezbone may utilize UTM parameters, tracking links, cookies, pixels, attribution software, post-purchase attribution systems, and other tracking technologies to determine commission eligibility and sales attribution.

All tracking determinations made by Freezbone shall be final and binding.

Affiliate expressly waives any right to prior approval, inspection, additional compensation, royalties, or restrictions regarding Freezbone’s use, editing, distribution, advertising, or commercialization of such content.

These rights are perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, and survive termination of the Agreement indefinitely.

4. COMPENSATION

Affiliate may earn commissions on qualifying sales generated through:

  • Affiliate-specific links

  • Affiliate coupon codes

  • Dedicated landing pages

  • Attributed advertising campaigns

  • Whitelisted advertisements

  • Other attribution methods approved by Freezbone

Commission rates, structures, qualification requirements, attribution windows, and payout terms may be modified by Freezbone at any time at its sole discretion.

Freezbone reserves the right to deny, reverse, withhold, offset, or cancel commissions associated with:

  • Fraudulent activity

  • Chargebacks

  • Self-purchases

  • Coupon abuse

  • Unauthorized traffic sources

  • Brand bidding violations

  • Fake engagement

  • Violations of platform policies

  • Any activity Freezbone determines, in its sole discretion, to be abusive, deceptive, or non-compliant

Affiliate acknowledges that commission eligibility depends entirely on Freezbone’s internal attribution systems and reporting.

Affiliate payouts, if owed, shall generally be issued between the 1st and 10th day of each calendar month for cleared and approved commissions from the prior month.

Freezbone reserves the right to delay payouts for verification, fraud review, refund windows, chargeback review, or compliance investigations.

Affiliate shall be solely responsible for all taxes, reporting obligations, and governmental filings associated with compensation received under this Agreement.

5. CONTENT OWNERSHIP & INTELLECTUAL PROPERTY LICENSE

Affiliate retains ownership of their original content; however, by creating, uploading, submitting, sending, posting, tagging, mentioning, collaborating on, or otherwise providing any content related to Freezbone, Affiliate irrevocably grants Freezbone:

A perpetual, worldwide, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use, reproduce, distribute, modify, edit, publish, create derivative works from, publicly display, publicly perform, advertise, market, sublicense, monetize, and otherwise exploit the content in any format, medium, or platform now known or later developed.

This license includes, without limitation, the right to:

  • Use the content in paid advertising

  • Whitelist and boost the content

  • Repurpose the content into new creatives

  • Combine the content with other media

  • Edit or manipulate the content

  • Add branding, music, captions, voiceovers, AI enhancements, translations, or graphics

  • Use the content indefinitely without additional approval or compensation beyond agreed affiliate commissions

Affiliate expressly waives any right to inspect or approve final advertising materials or derivative works.

Affiliate further waives any claims relating to:

  • Moral rights

  • Rights of publicity

  • Rights of attribution

  • Rights of privacy

  • Approval rights

  • Injunctive relief

The rights granted under this Agreement are irrevocable and survive termination of the Agreement indefinitely.

Affiliate agrees that Freezbone shall own all derivative works, edited materials, advertisements, campaigns, compilations, and marketing assets created using Affiliate content.

6. CONFIDENTIALITY

Affiliate agrees not to disclose, share, copy, or misuse any confidential or proprietary information belonging to Freezbone, including but not limited to:

  • Marketing strategies

  • Training materials

  • Pricing information

  • Supplier information

  • Internal systems

  • Advertising methods

  • Affiliate data

  • Customer information

  • Business operations

  • Product development plans

This obligation survives termination of the Agreement indefinitely.

7. INDEPENDENT CONTRACTOR STATUS

Affiliate is an independent contractor and not an employee, partner, agent, joint venturer, or representative of Freezbone.

Affiliate has no authority to bind Freezbone to any obligation or agreement.

8. LIMITATION OF LIABILITY

Freezbone shall not be liable for any indirect, incidental, consequential, punitive, special, or exemplary damages arising from or related to this Agreement, including loss of profits, loss of goodwill, platform bans, account restrictions, or business interruption.

Freezbone’s total liability under this Agreement shall not exceed the total commissions paid to Affiliate during the three (3) months preceding the claim.

9. INDEMNIFICATION

Affiliate agrees to defend, indemnify, and hold harmless Freezbone, its owners, employees, affiliates, contractors, successors, and assigns from and against any claims, damages, liabilities, costs, expenses, or legal fees arising out of:

  • Affiliate’s content

  • Affiliate’s conduct

  • Affiliate’s violation of laws or platform policies

  • Breach of this Agreement

  • Intellectual property claims related to Affiliate-provided content

10. TERMINATION

Freezbone may terminate this Agreement immediately, without notice, for any violation of this Agreement or any conduct deemed harmful to the Company.

Upon termination:

  • Affiliate must cease representing themselves as affiliated with Freezbone.

  • Outstanding approved commissions may be paid subject to review.

  • All licenses granted to Freezbone shall survive indefinitely.

11. DISPUTE RESOLUTION

Any dispute arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration in Broward County, Florida.

Affiliate waives any right to participate in class actions, jury trials, or representative actions.

Each party shall bear its own legal fees unless otherwise determined by the arbitrator.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, understandings, or agreements relating to the subject matter herein.

Freezbone may update or modify this Agreement at any time by posting an updated version. Continued participation in the program constitutes acceptance of the updated terms.

IN WITNESS WHEREOF

The parties acknowledge and agree to the terms of this Agreement as of the Effective Date.

FREEZBONE INC.

By participating in the program, Affiliate electronically agrees to and accepts this Agreement.