Affiliate Program Terms

These Affiliate Program Terms (the “Affiliate Terms”) form an integral part of our Terms of Service and govern your participation in the Novum Inc. Affiliate Program (the “Program”), one of the industry’s most compliancerigorous and transparently governed affiliate partnerships across 11 core consumer categories and 45 subcategories. Capitalized terms used herein have the same meaning as in our Terms of Service, Privacy Policy, Shipping Policy, International Shipping Info, Return & Refund Policy, Gift with Purchase Promotion Rules, and Food Safety & Allergen Disclosure.

By submitting an application to join or by participating in the Program, you acknowledge that you have read, understood, and agree to be bound by these Affiliate Terms. We reserve the right to reject any application or terminate participation at any time at our sole discretion, in line with our zerotolerance policy for noncompliant, misleading, or fraudulent promotional practices.

1. Definitions

· Affiliate: An individual or legal entity approved by us to participate in the Program and promote our curated product assortment in exchange for performancebased commission.

· Affiliate Link: A unique, tracked link provided by us to an Affiliate, engineered to attribute customer traffic and Qualified Orders to the Affiliate in accordance with our tracking protocols.

· Qualified Order: A completed, noncancelled, nonreturned, fully paid order placed by a customer who arrives at our website through an Affiliate Link within the applicable Cookie Window. Commission is calculated exclusively on the net merchandise value of paid products, excluding all Gift with Purchase (GWP) items, shipping charges, handling fees, insurance, taxes, duties, discounts, coupons, gift cards, store credits, and refunded or chargebacked amounts.

· Commission: The percentage of the net sales value of a Qualified Order payable to an Affiliate in accordance with these Affiliate Terms.

· Cookie Window: The 30day period measured from the customer’s last click on an Affiliate Link, during which a resulting order will be attributed to the Affiliate for commission purposes.

· Final Paid Amount: The total amount actually paid by the customer for a single order, including merchandise subtotal, shipping charges, and taxes, after all discounts, coupons, gift cards, and adjustments have been applied.

· GWP: Gift with Purchase, our conditional tiered promotional gift program. GWP items are complimentary promotional goods with no independent cash or redemption value and are governed exclusively by our official Gift with Purchase Promotion Rules.

· MSRP: Manufacturer’s Suggested Retail Price, the official retail price published by the manufacturer. MSRP is the sole valuation reference for all GWP items for all purposes.

· Program Materials: All links, banners, logos, product images, text assets, and promotional materials we make available to Affiliates for use solely in connection with the Program.

2. Enrollment & Eligibility

2.1 Application & Approval

Participation in the Program is by application only. We reserve the right, at our sole discretion, to approve or reject any application for any reason or no reason, including but not limited to inappropriate content, misleading brand representation, noncompliance with applicable law, or alignment with our brand standards.

Approval into the Program does not constitute an endorsement of the Affiliate, its website, or its promotional practices. We maintain full authority to revoke approval at any time in accordance with these Affiliate Terms.

2.2 Eligibility Requirements

To participate in the Program, you must:

· be at least 18 years of age and possess full legal capacity to enter into a binding agreement;

· operate promotional channels that comply with all applicable laws, regulations, and thirdparty platform terms in all jurisdictions where you operate;

· not be located in or operate from countries or regions subject to United States sanctions or trade embargoes;

· not engage in any deceptive, fraudulent, or unfair commercial practices.

2.3 Account Security

You are solely responsible for maintaining the confidentiality of your Program account credentials and for all activities conducted under your account. You agree to notify us immediately of any unauthorized use of your account or any other security breach.

3. Affiliate Obligations & Conduct Standards

3.1 Truthful & Accurate Promotion

You agree to promote our products and website only in a truthful, accurate, and nonmisleading manner at all times. You may not:

· make false, deceptive, or misleading statements about our products, pricing, availability, promotions, or policies;

· make any representations, warranties, or guarantees regarding product quality, performance, safety, efficacy, or delivery times;

· promise any specific GWP item, tier, eligibility condition, or value other than as stated on our official website at the time of the customer’s order;

· imply any endorsement, sponsorship, joint venture, or partnership beyond the scope of these Affiliate Terms;

· state or imply that partial refunds are compatible with retaining the full GWP tier, or that opened, damaged, or used GWP items may be returned without full MSRP deduction.

All product descriptions, pricing, promotional terms, GWP rules, and policy information must match the official content on our website. All product safety, quality, and warranty matters are the sole and primary responsibility of the respective manufacturer. You are not authorized to make any productlevel guarantees or commitments on our behalf.

3.2 GWP Promotion Restrictions

When promoting our GWP program, you are subject to the following nonnegotiable restrictions, enforced with zero tolerance:

· You may not represent GWP items as merchandise available for independent purchase.

· You may not promise specific GWP items, tier thresholds, or availability beyond what is stated on our live website at the time of the customer’s visit.

· You may not state or imply that GWP items may be returned, refunded, or exchanged separately from the main order.

· You may not state or imply that customers may keep GWP items while receiving a refund that reduces the Final Paid Amount below the qualifying tier threshold.

· You may not represent that opened, damaged, or previously replaced GWP items are subject to depreciation or partial credit upon return. All GWP return deductions are governed exclusively by our official Gift with Purchase Promotion Rules.

Any material misrepresentation of GWP terms by you shall constitute a material breach of these Affiliate Terms and may result in immediate termination and clawback of all related commissions.

3.3 Compliance with Laws & ThirdParty Platforms

You are solely responsible for ensuring that all promotional activities conducted under the Program comply with all applicable laws, regulations, and platform rules in all jurisdictions where you operate, including but not limited to:

· Federal Trade Commission (FTC) Endorsement Guides and truthinadvertising requirements (United States);

· EU Unfair Commercial Practices Directive and ePrivacy Directive;

· German Act against Unfair Competition (Gesetz gegen den unlauteren Wettbewerb – UWG);

· French Consumer Code (Code de la consommation);

· GDPR, CCPA, and PIPEDA data protection requirements;

· all applicable advertising, consumer protection, antispam, and trade regulation laws.

You are also solely responsible for compliance with the terms of service of any thirdparty platform, social network, search engine, publisher, or channel you use to promote our products.

3.4 Prohibited Practices

You may not under any circumstances:

· use cookie stuffing, pixel stuffing, click bots, incentivized clicks, fake orders, coupon stacking abuse, or any other fraudulent or artificial means to generate clicks, impressions, or orders;

· place Affiliate Links on sites containing illegal, offensive, infringing, deceptive, or harmful content;

· register trademarks, domain names, usernames, or social media handles that contain our brand names, trademarks, or confusingly similar terms;

· bid on our brand terms or trademarked terms in paid search advertising without our prior written consent;

· issue or publish any press release, public statement, or media communication regarding us or the Program without our prior written consent;

· frame, mirror, scrape, or reproduce our website content beyond what is necessary for standard linkbased promotion;

· collect, store, process, or share any personal data of customers who click through Affiliate Links. All customer data is exclusively controlled by us and governed by our Privacy Policy.

4. Commission Structure & Calculation

4.1 Commission Rates

Base commission rates are set forth in your Program dashboard or in your separate program agreement. Commission rates may be adjusted at any time at our sole discretion upon 30 days’ prior notice.

4.2 Qualified Order Calculation

Commission is calculated exclusively on the net merchandise value of paid products in Qualified Orders, excluding, in all circumstances:

· the full value of all GWP items (GWP items have no cash value and are never included in commission calculations);

· shipping charges, handling fees, insurance, and gift wrapping fees;

· all taxes, duties, VAT, GST, customs fees, and governmental charges;

· discounts, coupons, gift cards, store credits, and promotional adjustments;

· the value of any returned, refunded, cancelled, or chargebacked items.

4.3 Adjustments & Clawbacks

· If a customer returns all or part of an order, or if a price adjustment, credit, or chargeback reduces the Final Paid Amount, the corresponding commission will be recalculated and deducted from future commission payments.

· If a return or adjustment voids GWP eligibility for an order, there shall be no corresponding adjustment to commission, as GWP items were never included in the commission base.

· We reserve the right to claw back any commissions previously paid for orders that are later returned, cancelled, charged back, or determined to be fraudulent or noncompliant.

· We reserve the right to deduct or offset any clawback amount against any outstanding or future commission payments owed to you.

4.4 Cookie Window & Attribution

The standard cookie window is 30 days from the date of the last click on an Affiliate Link. Attribution of orders is determined exclusively by our tracking system.

While we employ industrystandard tracking technology, we make no guarantee that tracking will be uninterrupted or errorfree. Our tracking data shall be the sole and definitive measure of Qualified Orders and commission entitlement. We reserve the right to adjust tracking results to correct for fraud, system errors, or technical anomalies.

5. Payment Terms

5.1 Payment Schedule

Commissions accrue on a monthly basis and are paid approximately 45 days following the end of each calendar month, subject to applicable deductions, adjustments, and clawbacks.

5.2 Minimum Payment Threshold

Payments will only be issued when the accrued and undisputed commission balance reaches the minimum threshold set forth in your Program dashboard. Balances below the threshold will roll over to subsequent months.

5.3 Taxes & Reporting

You are solely responsible for all tax obligations arising from commission payments. We do not withhold any taxes unless required by applicable law. You agree to provide us with any tax forms, identification numbers, or documentation we reasonably request for compliance purposes.

5.4 Payment Methods

Payments will be made via the payment method designated in your Program account. We are not responsible for payment delays or errors resulting from incorrect payment information provided by you.

6. Intellectual Property License

6.1 Limited License

Subject to these Affiliate Terms, we grant you a limited, nonexclusive, nontransferable, nonsublicensable license to use the Program Materials and our trademarks, service marks, and brand assets solely for the purpose of promoting our products and driving Qualified Orders through the Program.

6.2 Restrictions

You may not:

· alter, distort, modify, or misuse our trademarks, logos, or brand assets in any manner;

· use our brand assets in a manner that implies endorsement, sponsorship, or partnership beyond the scope of the Program;

· register or use our trademarks, brand names, or confusingly similar terms in domain names, usernames, advertising keywords, or other identifiers;

· reproduce, distribute, or use our product images, descriptions, or other copyrighted content beyond what is reasonably necessary for Program participation;

· challenge or assist any third party in challenging our intellectual property rights.

6.3 PostTermination Use

Upon termination of your participation in the Program, all licenses granted herein shall immediately terminate. You must immediately cease all use of our trademarks, brand assets, and Program Materials and remove all Affiliate Links and promotional content from your channels.

7. Confidentiality

You agree to keep strictly confidential all nonpublic information disclosed to you in connection with the Program, including but not limited to commission rates, tracking data, sales data, Program strategy, product roadmap information, and business information. You may not disclose such information to any third party without our prior written consent.

This confidentiality obligation shall survive termination of your participation in the Program indefinitely.

8. Term & Termination

8.1 Term

These Affiliate Terms shall commence on the date your application is approved and shall continue until terminated by either party in accordance with the provisions herein.

8.2 Termination by Us for Cause

We may terminate your participation immediately upon written notice if you:

· breach any material provision of these Affiliate Terms;

· engage in fraudulent, deceptive, or illegal practices;

· misrepresent our products, policies, or GWP terms in a material manner;

· bring our brand, reputation, or business into disrepute;

· fail to comply with applicable laws or regulations.

In the event of termination for cause, we may withhold all accrued commissions and claw back any commissions paid within the preceding 90 days related to the violating activities.

8.3 Termination by Us Without Cause

We may terminate your participation in the Program for any reason or no reason upon 30 days’ written notice to you. Upon termination without cause, all undisputed accrued commissions earned prior to the effective date of termination will be paid in accordance with the normal payment schedule.

8.4 Termination by You

You may terminate your participation at any time upon 30 days’ written notice to us. Accrued commissions earned prior to the effective date of termination will be paid in accordance with the normal payment schedule, subject to applicable deductions and clawbacks.

8.5 PostTermination

After termination:

· you shall immediately cease all promotion of our products and all use of our intellectual property;

· all outstanding commission payments shall be subject to final reconciliation for returns, refunds, and clawbacks;

· the confidentiality, intellectual property, and limitation of liability provisions of these Affiliate Terms shall survive.

9. Regional Regulatory Compliance

9.1 United States

The Program operates in full compliance with FTC guidelines governing affiliate marketing and endorsements. Affiliates operating in the United States must clearly and conspicuously disclose the affiliate relationship in accordance with FTC Endorsement Guides.

9.2 European Union & United Kingdom

Affiliates operating in the EU or UK must comply with the Unfair Commercial Practices Directive, the ePrivacy Directive, and applicable national consumer protection laws. All promotional communications must be clearly identifiable as advertising.

9.3 Germany & Austria

The Program and all Affiliate promotional practices comply with the Act against Unfair Competition (UWG). Affiliates are responsible for ensuring their local promotional practices comply with German and Austrian trade regulation laws.

9.4 France

The Program complies with the French Consumer Code. Affiliates operating in France are responsible for ensuring compliance with all applicable advertising and consumer protection regulations.

9.5 Data Protection Compliance

All Program activities comply with applicable data protection laws including GDPR, CCPA, and PIPEDA. Affiliates may not collect, store, or process any personal data of customers referred through the Program. All customer data is the exclusive property of Novum Inc.

10. Disclaimers & Limitation of Liability

10.1 Program Provided “As Is”

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAM AND ALL PROGRAM MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

10.2 No Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOVUM INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR IN CONNECTION WITH THE PROGRAM, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFIT, BUSINESS INTERRUPTION, OR LOSS OF OPPORTUNITY.

10.3 Liability Cap

Our total aggregate liability for any claim arising from or related to the Program shall not exceed the total commissions paid or payable to you in the 12month period immediately preceding the date of the claim.

10.4 Product Matters

All product safety, quality, warranty, and manufacturing matters are the sole and primary responsibility of the respective manufacturer. We assume no liability for product defects, injuries, or damages arising from product use beyond what is required by applicable law. Affiliates are not authorized to make any productrelated warranties or representations on our behalf.

11. General Provisions

11.1 Independent Contractor

Nothing in these Affiliate Terms creates any partnership, joint venture, agency, employment, or franchise relationship between you and Novum Inc. You are an independent contractor and have no authority to bind us to any obligation.

11.2 Entire Agreement

These Affiliate Terms, together with our Terms of Service and all incorporated policies, constitute the entire agreement between the parties with respect to the Program and supersede all prior or contemporaneous communications, representations, or understandings.

11.3 No Waiver

No waiver of any provision of these Affiliate Terms shall be deemed a further or continuing waiver of that provision or any other provision.

11.4 Severability

If any provision of these Affiliate Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

11.5 Governing Law & Jurisdiction

These Affiliate Terms shall be governed by the laws of the State of Delaware, United States of America, without regard to conflict of law principles. Any dispute arising out of or related to the Program shall be brought exclusively in the state or federal courts located in New Castle County, Delaware.

11.6 Force Majeure

We shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including but not limited to natural disasters, labor strikes, carrier disruptions, government regulations, war, or civil unrest.

11.7 Updates

We reserve the right to update or modify these Affiliate Terms at any time. Material changes will be posted on the Program page with an updated effective date. Continued participation in the Program after changes constitutes acceptance of the updated terms.

12. Contact

For Programrelated inquiries, please contact us at: Email: 1427150614@qq.com
Mailing Address:
Novum Inc.
One Vanderbilt, 1 Vanderbilt Ave
New York, NY 10017
United States