Parts.Store Affiliate Program

This Affiliate Agreement (this "Agreement") governs your participation in the Parts.Store Affiliate Program (the "Program"). It is entered into between you ("you", "your", or "Affiliate") and Parts.Store LLC (the "Company", "us", "we", or "our"). This Agreement is in addition to, and incorporates by reference, the Terms of Use, Terms and Conditions, and Privacy Policy published on the Parts.Store site, including the Privacy Notice for California Residents. If there is a conflict between this Agreement and those documents with respect to the Program, this Agreement governs.

By accepting this Agreement, applying to the Program, or participating in the Program, you agree to be bound by it. If you do not agree, do not participate in the Program.

1. Eligibility and Enrollment

(a) You must be at least 18 years of age, or the legal age to form a binding contract in your jurisdiction, whichever is older.

(b) Applying to the Program does not enroll you in it. We review every application and may accept or decline any application in our sole discretion, with or without stating a reason. You are enrolled only when we notify you that your application has been approved.

(c) You must provide accurate and complete information when you apply and must keep it current. We may suspend or terminate your participation if information you provide is inaccurate, incomplete, or becomes out of date.

(d) The Program is currently open to affiliates who can receive payment to a United States bank account through our payment processor. We may decline or terminate participation where we are unable to pay you lawfully or practically.

2. Your Referral Link and Promo Codes

(a) On approval we issue you a unique affiliate code and referral link. You may share your link on websites, video channels, social media accounts, newsletters, and other channels you own or lawfully control, subject to Section 5.

(b) Promo codes are not included with enrollment. A promo code tied to your affiliate code is granted case by case, in our sole discretion, and may be modified or withdrawn at any time.

(c) Certain Program features, including the ability to publish a partner page on our Site or to submit repair content under Section 7, are granted individually and are not included with enrollment.

(d) Your affiliate code and referral link are licensed to you for use in the Program only. You may not sell, transfer, sublicense, or share them, and the license ends when this Agreement ends.

3. How Referrals Are Credited

(a) Cookie window. When a customer arrives through your referral link, we place a cookie in that customer's browser that identifies your affiliate code for thirty (30) days. If that customer completes a qualifying order within that window on that browser, the order is credited to you.

(b) First touch for links; last touch for codes. Where a referral cookie already exists, a later referral link does not replace it. However, if a customer applies a promo code that belongs to a different affiliate, that code takes precedence over the cookie and the order is credited to the affiliate who owns the code.

(c) Limits of tracking. Credit depends on cookies and on the customer completing the order on the same browser. Orders may not be credited where the customer blocks or clears cookies, switches devices or browsers, uses private browsing, or completes the purchase through a channel that does not carry your code. We do not guarantee that every order influenced by your promotion will be tracked or credited.

(d) No self-referral. Orders you place yourself do not earn commission. This includes orders placed using your own email address and orders placed while signed in to an account associated with your affiliate record. The customer discount, if any, still applies; only the commission is withheld.

(e) Our records govern. Our tracking and records are the sole basis for determining referrals, commission, and payment. We record the reason each order was credited and retain it so that a question about attribution can be answered.

4. Commission, Holds, and Payment

(a) Rate. Your commission rate is stated in your affiliate account and may differ from other affiliates. Where an order uses a promo code that belongs to you and that code carries its own rate, that rate applies to the order. We may change your rate prospectively on notice; a change never applies to orders already placed.

(b) What commission is calculated on. Commission is calculated on the amount the customer actually paid for goods: the product subtotal, less that order's share of any discount, and excluding shipping, handling, taxes, and any other fees. Items given away at no charge earn no commission.

(c) Return-window hold. Commission is earned when a qualifying order is paid, but is held and not payable until the return window for the item has closed. The standard hold is forty-five (45) days, measured from delivery where delivery is known to us and otherwise from the date of the order. We may extend a hold where an order is under review.

(d) Reversal. Commission is reversed if the underlying order or item is refunded, returned, cancelled, charged back, or found to be fraudulent, whether before or after the commission has been paid. A reversal after payment is recovered from your future commission and, if your participation has ended, may be invoiced to you.

(e) Minimum payout. Payments are made only when your payable balance reaches fifty dollars ($50.00). A balance below that amount rolls forward to the next payment run.

(f) Payment schedule. Payable balances are paid on a monthly cycle. Payment is made only after you have completed payment-processor onboarding and provided the tax information described in Section 6.

(g) Review. We may place an order, a commission, or a payment under review where our records indicate a risk of self-dealing, abuse, or error. We will not unreasonably withhold commission that is properly earned.

5. Disclosure and How You May Promote

(a) Required disclosure. The Federal Trade Commission requires that a material connection between an endorser and an advertiser be disclosed clearly and conspicuously. You must disclose that you earn a commission on purchases made through your link or code, in each place you promote us, in a way your audience will actually see. The disclosure must be near the recommendation itself — not only in a profile, a description that must be expanded, a comment, or a link to another page.

(b) Our disclosure is not a substitute for yours. We display a disclosure on partner pages we host. That does not discharge your obligation to disclose on your own channels.

(c) Truthfulness. You may not make claims about products, prices, availability, fitment, compatibility, or the Company that are false, misleading, or that you cannot substantiate. You may not state or imply that you are the Company, that you speak for the Company, or that the Company endorses you beyond your participation in the Program.

(d) Prohibited conduct. You may not:

• bid on, or use in paid search, our trademarks, brand names, domain names, or confusingly similar variations, including as keywords or in ad copy or display URLs, without our prior written permission;
• use cookie stuffing, forced clicks, pop-unders, iframes, redirects, browser extensions, toolbars, or any technique that sets a referral cookie without the customer's deliberate action;
• place your link or code on coupon, deal-scraping, or cashback sites, or otherwise intercept traffic that was already on its way to us, without our prior written permission;
• send unsolicited email, SMS, or messages, or promote in any manner that violates the CAN-SPAM Act, the TCPA, or any other applicable law;
• promote through, or place links on, sites or content that are unlawful, obscene, defamatory, discriminatory, or that infringe the rights of others;
• offer cash back, rebates, or other incentives to induce clicks or purchases through your link without our prior written permission;
• register domain names, social accounts, or app listings using our trademarks or confusingly similar variations;
• alter, obscure, or remove any disclosure, pricing, or product information we provide; or
• attempt to earn commission on your own purchases, or arrange for others to place orders on your behalf in order to generate commission.

(e) Trademarks. We grant you a limited, revocable, non-exclusive, non-transferable license to use our names and logos solely to identify Parts.Store and promote the products, in the form we supply and without alteration. All goodwill from that use belongs to us. The license ends when this Agreement ends.

6. Tax and Payment Processing

(a) Payments are made through our third-party payment processor. You must complete that processor's onboarding, which includes providing identity and tax information directly to the processor, before any payment can be made. We do not receive or store your taxpayer identification number.

(b) You must provide a valid Form W-9 (or, if you are not a U.S. person, the applicable Form W-8) through that process. We will not make payment until it is on file. If you are subject to backup withholding, we will withhold as required by law, or hold payment until the matter is resolved.

(c) You are solely responsible for all taxes on amounts you receive. Where required, an information return reporting amounts paid to you will be filed for the calendar year.

(d) You are responsible for the accuracy of the payment details you provide. We are not liable for payments misdirected because of information you gave us or the processor.

7. Content You Submit

(a) Some affiliates are granted the ability to submit content to us, including repair videos, photographs, part numbers, written descriptions, and the material on a partner page ("Affiliate Content").

(b) License. You grant us a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, adapt, edit, publish, publicly display, publicly perform, and distribute Affiliate Content, in whole or in part, on the Site and in our marketing, in any media now known or later developed. This license survives the end of this Agreement with respect to Affiliate Content already published, so that content already in our catalog does not have to be withdrawn.

(c) Your warranties. You represent and warrant that you own or have all rights necessary to grant this license; that Affiliate Content does not infringe any copyright, trademark, patent, trade secret, privacy, or publicity right; that every identifiable person appearing in it has consented; and that any information you provide about parts, fitment, or procedures is accurate to the best of your knowledge.

(d) No obligation. We are not obliged to publish, keep publishing, or attribute any Affiliate Content, and may edit or remove it at any time.

(e) Safety. Repair content describes work that can be dangerous. You are responsible for your own safety and for anyone assisting you. You are not our employee, and we do not direct, supervise, or control how you perform any repair you record.

8. Independent Contractor

You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship. You control the manner and means of your promotion. You are responsible for your own expenses, equipment, taxes, and any insurance you choose to carry. You have no authority to make any commitment on our behalf.

9. Confidentiality and Data

(a) Non-public information we give you about the Program, including rates, terms, and reporting, is confidential. You may not disclose it except as required by law.

(b) You do not receive customer personal information through the Program. If you obtain any through us, you may use it only to perform under this Agreement and must protect it and delete it on request. You may not build a marketing list from it.

(c) Your own collection and use of data on your channels is your responsibility and must comply with applicable law and with the terms of any platform you use.

10. Term, Suspension, and Termination

(a) This Agreement begins when you accept it and continues until terminated.

(b) Either party may terminate at any time, for any reason, on notice. We may suspend your participation immediately, without prior notice, where we reasonably believe you have breached this Agreement or that your activity presents a risk of loss or legal exposure.

(c) Effect. On termination you must stop using your link, code, and our trademarks, and remove claims of affiliation. Commission properly earned before termination and not subject to reversal will be paid on the normal cycle, subject to the minimum in Section 4(e) and your compliance with Section 6. We may withhold commission attributable to activity that breached this Agreement.

(d) Sections 4(d), 5(e), 7(b), 7(c), 8, 9, 11, 12, 13, and 14 survive termination.

11. Changes to the Program and to This Agreement

(a) We may change the Program, including commission rates, the cookie window, hold periods, minimum payout, and available features, at our discretion. Changes to commission apply only to orders placed after the change takes effect.

(b) We may change this Agreement by publishing a new version. Where a change is material, we will ask you to accept the new version before you continue in the Program. Your continued participation after a new version takes effect constitutes acceptance of it.

12. Disclaimers and Limitation of Liability

(a) THE PROGRAM IS PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT TRACKING WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT YOU WILL EARN ANY PARTICULAR AMOUNT.

(b) TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA, ARISING FROM OR RELATING TO THE PROGRAM.

(c) OUR TOTAL LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSION PAID TO YOU IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

You will indemnify, defend, and hold harmless the Company, its affiliates, and their officers, directors, employees, and agents from and against any claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising from or relating to: (a) your promotion of the Program or the products; (b) your breach of this Agreement or of any applicable law, including the FTC Endorsement Guides, the CAN-SPAM Act, and the TCPA; (c) Affiliate Content, including any claim that it infringes or misappropriates the rights of a third party; or (d) your acts or omissions in connection with the Program.

14. Governing Law and Dispute Resolution

(a) This Agreement is governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Florida.

(b) Any dispute arising out of or relating to this Agreement or the Program will be resolved by binding arbitration on an individual basis, governed by Florida law, with venue exclusively in Palm Beach County, Florida. You and the Company each waive the right to a jury trial and the right to participate in a class, collective, or representative action. Either party may bring an individual claim in small claims court where it qualifies.

(c) Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.

15. General

(a) Entire agreement. This Agreement, together with the documents it incorporates, is the entire agreement between you and us regarding the Program and supersedes any prior understanding on that subject.

(b) Assignment. You may not assign this Agreement without our prior written consent. We may assign it freely.

(c) Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will stay in force.

(d) No waiver. Our failure to enforce a provision is not a waiver of it.

(e) Notices. Notices to us may be sent to [email protected] or to Parts.Store LLC, 138 Professional Way, Wellington, Florida 33414. Notices to you may be sent to the email address on your affiliate record; it is your responsibility to keep it current.

16. How to Contact Us

Questions about the Program or this Agreement can be sent to [email protected], or by mail to Parts.Store LLC, 138 Professional Way, Wellington, Florida 33414.