Carbon Offroad USA

Creator, Affiliate & Brand Collaboration Program Terms and Conditions

Last Updated: July 28, 2026

These Creator, Affiliate & Brand Collaboration Program Terms and Conditions (“Terms”) govern participation in the Carbon Offroad USA Creator, Affiliate & Brand Collaboration Program (“Program”).

The Program is operated by KPD Industries Pty Ltd, an Australian proprietary limited company operating the Carbon Offroad USA website and Program, with a United States postal address at 5900 Balcones Drive #10804, Austin, Texas 78731 (“Carbon Offroad,” “we,” “us,” or “our”).

By applying to, joining, accessing benefits from, or participating in the Program, you (“Collaborator,” “Creator,” “Affiliate,” “you,” or “your”) agree to these Terms.

Participation is also subject to any additional written campaign brief, commission schedule, content guideline, product manual, platform requirement, or Program instruction provided by Carbon Offroad. If there is a conflict, these Terms will control unless the additional document expressly states that it overrides a particular provision of these Terms.

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1. Eligibility and Program Acceptance

1.1 Eligibility

To participate in the Program, you must:

• Be at least 18 years old;
• Have the legal capacity to enter into a binding agreement;
• Provide complete and accurate application, identity, payment, tax, and contact information;
• Own or control the social media accounts, website, blog, vlog, channel, or other promotional platforms listed in your application;
• Comply with these Terms and all applicable federal, state, and local laws;
• Comply with the terms, policies, advertising rules, and community standards of every platform you use; and
• Not be prohibited by law or contract from participating in the Program.

1.2 Application Approval

Submitting an application does not guarantee acceptance.

Carbon Offroad may approve, decline, suspend, or place conditions on an application at its discretion. We may consider content quality, audience suitability, brand alignment, location, engagement, conduct, prior product experience, safety practices, and any other legitimate business consideration.

1.3 No Guarantee of Benefits

Participation does not guarantee:

• Sales;
• Commissions;
• Minimum earnings;
• Free products;
• Discounted products;
• Sponsorship;
• Event access;
• Ongoing participation;
• Exclusivity;
• Content reposting; or
• Any minimum amount of work from Carbon Offroad.

Unless separately agreed in writing, the Program does not entitle a Collaborator to free products or reimbursement of expenses.

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2. Program Structure

2.1 Audience Discount

Unless otherwise stated in writing, an approved Collaborator may receive a public creator code or affiliate link that provides eligible customers with a 10% discount on qualifying purchases.

Some products, collections, bundles, promotions, clearance items, shipping charges, taxes, or other purchases may be excluded.

Discounts cannot be combined unless Carbon Offroad expressly permits the combination.

2.2 Affiliate Commission

Unless a different rate is confirmed in writing, an approved Collaborator may receive a commission equal to 10% of Net Sales from Qualified Sales properly attributed to the Collaborator.

2.3 Net Sales

“Net Sales” means the amount actually received by Carbon Offroad for qualifying products after subtracting:

• Discounts;
• Promotional credits;
• Refunds;
• Returns;
• Cancellations;
• Chargebacks;
• Fraudulent transactions;
• Sales and use taxes;
• Duties;
• Shipping and delivery charges;
• Gift card amounts;
• Payment reversals; and
• Any other amounts not retained by Carbon Offroad as product revenue.

2.4 Qualified Sale

A “Qualified Sale” is a legitimate, completed customer purchase that:

• Is made through an approved creator link or code;
• Is properly attributed to the Collaborator through Shopify Collabs or another system designated by Carbon Offroad;
• Is not cancelled, refunded, returned, disputed, charged back, or determined to be fraudulent;
• Does not arise from prohibited advertising, coupon leakage, cookie stuffing, impersonation, self-referral, or another breach of these Terms;
• Is accepted and fulfilled by Carbon Offroad; and
• Otherwise complies with the Program rules in effect when the purchase occurs.

2.5 Attribution

Sales will be attributed according to the tracking records of Shopify Collabs or another tracking system designated by Carbon Offroad.

Tracking may depend on cookies, device settings, browser settings, customer actions, platform functionality, code use, and other technical factors. Carbon Offroad does not guarantee that every click or purchase will be tracked.

Carbon Offroad’s records will control in the event of an attribution dispute unless the Collaborator provides clear evidence of a material tracking error.

2.6 Excluded Transactions

Commission is not payable on:

• The Collaborator’s own purchases, unless approved in writing;
• Purchases made for resale;
• Purchases generated through unauthorized coupon or deal websites;
• Fraudulent, artificial, manipulated, or incentivized transactions;
• Orders placed using stolen payment information;
• Orders later cancelled, refunded, returned, disputed, or charged back;
• Wholesale, dealer, trade, distributor, or commercial accounts unless expressly approved;
• Taxes, duties, shipping charges, gift cards, or other excluded amounts;
• Purchases generated through prohibited paid advertising;
• Purchases resulting from misleading claims or unlawful marketing; or
• Any transaction Carbon Offroad reasonably determines was generated in violation of these Terms.

2.7 When Commission Is Earned

A commission remains pending until:

• The order has been paid;
• Carbon Offroad has fulfilled the order;
• The applicable return or validation period has passed;
• The sale has been confirmed as a Qualified Sale; and
• The transaction has not been cancelled, refunded, returned, charged back, disputed, or identified as fraudulent.

Pending commission is not considered earned or payable.

2.8 Payment

Approved commissions will generally be paid through Shopify Collabs or another payment method designated by Carbon Offroad.

Payment timing may depend on:

• Shopify Collabs processing schedules;
• The applicable return period;
• Payment provider requirements;
• Tax document completion;
• Identity verification;
• Minimum payout requirements; and
• Fraud and compliance reviews.

Payments will be made in US dollars unless otherwise stated.

Carbon Offroad may correct genuine calculation, attribution, payment, refund, or processing errors.

2.9 Commission Reversals

Carbon Offroad may withhold, reverse, deduct, or recover commission associated with:

• Refunds;
• Returns;
• Cancellations;
• Chargebacks;
• Fraud;
• Duplicate payments;
• Tracking manipulation;
• Prohibited promotional methods;
• Leaked codes;
• Material misrepresentations;
• Breaches of these Terms; or
• Transactions that do not qualify as Qualified Sales.

Carbon Offroad will not retroactively reduce valid commissions already earned solely because a commission rate is later changed.

2.10 Changes to Program Benefits

Carbon Offroad may change commission rates, audience discounts, product eligibility, tracking methods, payment processes, or other Program benefits prospectively.

Material changes will be communicated through email, Shopify Collabs, the Program portal, or another reasonable method.

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3. Personal Discounts and Personal Use

3.1 Personal Use Benefits

Any private discount, VIP purchasing rate, voucher, access code, or other personal benefit issued to a Collaborator is:

• Confidential;
• Non-transferable;
• For the approved Collaborator’s personal use only; and
• Subject to any quantity, product, or frequency limits imposed by Carbon Offroad.

3.2 No Commercial Resale

You may not sell, trade, barter, transfer, distribute, or commercially resell:

• Products purchased using a private collaborator discount;
• Products provided specifically for content creation;
• Personal use discount codes;
• Private vouchers;
• Program access credentials; or
• Other non-public Program benefits.

This restriction does not prevent the ordinary private sale of genuinely used personal equipment, provided the Program was not used to obtain inventory for resale.

3.3 Public Audience Codes

A public-facing creator code or affiliate link may be shared only through:

• Social media accounts approved by Carbon Offroad;
• Your owned website, blog, vlog, podcast, newsletter, or video channel;
• Content approved under a specific campaign; or
• Other channels expressly authorized by Carbon Offroad.

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4. Strict Prohibition on Coupon Leakage

4.1 The Golden Rule

Under no circumstances may a personal or public creator code be uploaded, submitted, distributed, or intentionally made available through an unauthorized:

• Coupon aggregation website;
• Deal marketplace;
• Discount database;
• Browser extension database;
• Cashback platform;
• Coupon forum;
• Deal-focused Facebook group;
• Reddit coupon or deal thread;
• Paid code distribution service; or
• Similar third-party platform.

Prohibited platforms include, without limitation:

• RetailMeNot;
• Honey;
• Slickdeals;
• Groupon;
• CouponFollow;
• CouponCabin;
• Rakuten browser extension code databases;
• Public coupon directories; and
• Any comparable service.

4.2 Accidental Leakage

If you become aware that your code has appeared on an unauthorized platform, you must:

• Notify Carbon Offroad immediately;
• Provide all available information about how the code was distributed;
• Request removal where reasonably possible;
• Cooperate with Carbon Offroad’s investigation; and
• Stop promoting the affected code if instructed.

Reporting an accidental leak does not automatically result in termination. Carbon Offroad may consider whether the Collaborator caused, encouraged, ignored, or reasonably attempted to correct the leak.

4.3 Enforcement

If a code appears on an unauthorized platform, Carbon Offroad may:

• Temporarily suspend the code;
• Permanently deactivate the code;
• Issue a replacement code;
• Investigate the source;
• Withhold or reverse commission from affected transactions;
• Exclude affected transactions from Qualified Sales;
• Suspend Program benefits;
• Require removal of unauthorized listings;
• Terminate participation; or
• Take other reasonable protective action.

4.4 Recovery of Losses

To the extent permitted by law, Carbon Offroad may seek recovery of documented direct losses caused by the Collaborator’s intentional misconduct, fraud, material breach, or negligent distribution of a private code.

A Collaborator will not be automatically responsible for every unauthorized use of a code merely because a third party independently copied or published it.

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5. Prohibited Affiliate and Advertising Practices

You must not engage in any of the following:

• Cookie stuffing;
• Forced clicks;
• Hidden links;
• Misleading redirects;
• Adware;
• Spyware;
• Malicious software;
• Automatic code injection;
• Unauthorized browser extensions;
• Artificial traffic;
• Click farms;
• Bot traffic;
• Fake accounts;
• False leads;
• Transaction manipulation;
• Trademark impersonation;
• Domain name impersonation;
• Typographical error domains;
• Misleading advertisements;
• Unsolicited bulk messaging;
• Spam;
• False urgency;
• Fake scarcity;
• False pricing claims; or
• Any practice intended to obtain credit for a sale you did not genuinely generate.

5.1 Paid Search Advertising

Unless Carbon Offroad provides prior written approval, you must not:

• Bid on “Carbon Offroad” or confusingly similar brand terms;
• Bid on Carbon Offroad product names, trademarks, misspellings, or domain names;
• Use Carbon Offroad trademarks in paid search display URLs;
• Run advertisements that appear to be official Carbon Offroad advertisements;
• Send paid traffic directly to Carbon Offroad through your affiliate link; or
• Outrank or compete with Carbon Offroad’s official advertising using Carbon Offroad brand terms.

5.2 Domains, Accounts and Impersonation

You may not register or use a domain name, social media account, business name, marketplace account, email address, or username that:

• Includes a Carbon Offroad trademark without approval;
• Is confusingly similar to an official Carbon Offroad account;
• Suggests that you own or operate Carbon Offroad;
• Suggests that you are an employee or authorized representative; or
• Could mislead a customer about the source of the account or content.

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6. Content and Brand Conduct

6.1 Brand Alignment

As a Collaborator, your public conduct may be associated with Carbon Offroad.

Content connected to the Program must not promote or depict:

• Illegal trail use;
• Trespassing;
• Environmental destruction;
• Reckless or dangerous driving;
• Deliberate damage to tracks, trails, waterways, forests, or public land;
• Discrimination, harassment, threats, or hate speech;
• Illegal drugs or unlawful conduct;
• Deliberate cruelty;
• Fraud or deception;
• Conduct that violates land management requirements;
• Conduct that violates US Forest Service, Bureau of Land Management, National Park Service, state park, state forest, private property, event, or trail rules; or
• Conduct reasonably likely to cause serious reputational harm to Carbon Offroad.

6.2 Lawful Access

You are responsible for obtaining all necessary:

• Landowner permissions;
• Trail permits;
• Park permits;
• Event credentials;
• Filming permissions;
• Drone approvals;
• Vehicle registrations;
• Driver licenses; and
• Other permissions required for your activities and content.

6.3 Honest Opinions

Your opinions and experiences must be genuine.

Carbon Offroad will not require you to state an opinion you do not honestly hold. Compensation, discounts, products, or Program access are not conditional upon providing a positive review or concealing a genuine negative experience.

Nothing in these Terms prohibits you from making a truthful statement about your experience. However, all factual and technical claims must be accurate and supportable.

6.4 Correct Installation and Use

Products featured in your content must be installed, maintained, and used in accordance with:

• The current Carbon Offroad product manual;
• Product warnings;
• Vehicle manufacturer instructions;
• Applicable laws;
• Rated capacities;
• Accepted safe recovery practices; and
• Any written campaign safety instructions.

If content depicts incorrect installation, unsafe use, unsupported claims, or a dangerous application, Carbon Offroad may require you to correct, update, label, or remove the content.

6.5 Product Claims

You must not:

• Make false or misleading statements;
• Claim that a product has a certification it does not possess;
• Misstate a product’s load rating, breaking strength, capacity, dimensions, materials, compatibility, warranty, or performance;
• Make guarantees that Carbon Offroad does not make;
• Claim that a product eliminates all risk;
• Claim that a recovery method is safe in every circumstance;
• Present unsupported comparative claims;
• Describe staged or simulated results as genuine;
• Claim expertise, qualifications, or professional status you do not possess; or
• Make claims outside Carbon Offroad’s approved specifications or substantiated marketing materials.

If you become aware that a factual claim is inaccurate, you must correct it promptly.

6.6 Content Corrections and Removal

Carbon Offroad may require correction or removal of Program-related content that is:

• Unsafe;
• False;
• Misleading;
• Unlawful;
• Infringing;
• Defamatory;
• In breach of these Terms;
• In breach of a platform’s rules;
• Based on confidential information;
• Inconsistent with mandatory product warnings; or
• Likely to expose viewers to a serious and unreasonable safety risk.

Carbon Offroad will not require removal solely because a Collaborator expresses a truthful and honestly held negative opinion.

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7. Recovery and Winching Safety Requirements

Vehicle recovery and winching involve serious risks, including property damage, serious injury, and death.

All Program content depicting a vehicle recovery, winching operation, recovery rope, snatch strap, soft shackle, hard shackle, recovery point, pulley, winch line, extension rope, or related equipment must comply with the following requirements.

7.1 Rated Equipment Only

Use only properly rated equipment suitable for:

• The vehicle;
• The recovery method;
• The expected load;
• The recovery point;
• The direction of pull; and
• The conditions.

Do not use damaged, excessively worn, cut, contaminated, chemically exposed, improperly modified, or unrated recovery equipment.

7.2 No Tow Ball Recoveries

A standard tow ball must never be used as a vehicle recovery point.

Content showing a recovery rope, snatch strap, winch line, extension rope, chain, shackle, or other recovery equipment attached to a standard tow ball is prohibited and may result in immediate removal from the Program.

7.3 Approved Recovery Points

Recoveries must use suitable rated recovery points or recovery systems appropriate for the vehicle and recovery method.

Factory transport tie-down points must not be presented as rated recovery points unless the vehicle manufacturer expressly approves that use.

7.4 Winch Line and Recovery Line Dampers

Where required by the applicable product instructions, recovery system, conditions, or Carbon Offroad safety guidance, an appropriate recovery damper or safety blanket must be properly positioned on a tensioned winch or recovery line.

A damper must not be presented as eliminating the need for an exclusion zone or other safety precautions.

7.5 Exclusion Zones

Before load is applied:

• Bystanders must be moved away from the recovery area;
• Passengers must leave vehicles where appropriate and safe;
• Camera operators must remain outside the expected recoil, snapback, vehicle movement, and component failure zones;
• No person may stand over, straddle, step across, or remain directly beside a tensioned recovery line;
• No person may stand between the recovering and recovered vehicles; and
• All participants must follow the exclusion zone requirements contained in the relevant product manuals and recovery plan.

A camera angle must never be prioritized over personal safety.

7.6 Tree Protection

When using a suitable tree as a winching anchor:

• Use a properly rated tree trunk protector;
• Do not wrap a winch line directly around the tree;
• Avoid damaging bark, roots, surrounding vegetation, and soil;
• Confirm that use of the tree is lawful and permitted; and
• Choose an anchor suitable for the expected load.

7.7 Controlled Recoveries

Content must not promote:

• Excessive or uncontrolled wheel spin;
• Unnecessary kinetic force;
• Reckless vehicle momentum;
• Shock loading outside equipment ratings;
• People handling tensioned lines;
• People standing in likely component flight paths;
• Improvised recovery points;
• Unrated mounting hardware;
• Deliberate overloading; or
• Any recovery technique inconsistent with product instructions.

7.8 Pre-Recovery Assessment

Before recovery begins, participants should assess:

• Terrain;
• Vehicle weight;
• Vehicle damage;
• Recovery direction;
• Anchor suitability;
• Recovery points;
• Equipment ratings;
• Connection methods;
• Exclusion zones;
• Communication methods;
• Potential line failure;
• Potential component failure;
• Vehicle movement; and
• Environmental impact.

7.9 Safety Content Review

Carbon Offroad may reject, decline to repost, request correction of, or require removal of content that depicts unsafe recovery practices.

Repeated or serious safety violations may result in immediate Program termination.

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8. FTC Disclosure Requirements

8.1 Material Connections Must Be Disclosed

You must clearly and conspicuously disclose your relationship with Carbon Offroad whenever you endorse, feature, recommend, review, tag, link to, or otherwise promote Carbon Offroad or its products and you have received or may receive anything of value.

A material connection may include:

• Commission;
• Free products;
• Discounted products;
• Personal use discounts;
• Payment;
• Reimbursement;
• Event access;
• Travel;
• Gifts;
• Prizes;
• Early access;
• Business relationships;
• Employment relationships;
• Family relationships; or
• Any other benefit that could affect how an audience evaluates your endorsement.

8.2 Disclosure Placement

Disclosures must be:

• Clear;
• Unambiguous;
• Prominent;
• Easy to notice;
• Easy to understand;
• Close to the endorsement, recommendation, code, or affiliate link;
• Made before or at the time the endorsement is communicated; and
• Displayed in a way appropriate for the platform and content format.

Do not place a disclosure only:

• In a profile biography;
• On a separate disclosure page;
• At the end of a long caption;
• After a “more” or “see more” break;
• Among a large group of hashtags;
• In the comments;
• In a location viewers are unlikely to notice; or
• Behind an unclear hyperlink.

8.3 Acceptable Disclosure Examples

Depending on the circumstances, clear disclosure language may include:

• “Ad”;
• “#ad”;
• “Paid partnership with Carbon Offroad”;
• “Carbon Offroad provided this product”;
• “Carbon Offroad gave me a discount on this product”;
• “I earn a commission when you purchase through this link”;
• “I receive commission from purchases using my Carbon Offroad code”; or
• Another equally clear statement describing the actual relationship.

The disclosure must accurately describe the benefit received.

Terms such as “partner,” “ambassador,” “collab,” “affiliate,” “gifted,” “thanks,” or a brand tag may not be sufficiently clear when used by themselves.

8.4 Affiliate Links and Codes

When sharing an affiliate link or creator code, clearly explain that you may earn commission.

Do not rely solely on phrases such as:

• “Affiliate link”;
• “Commissionable link”;
• “Support me”;
• “Use my link”;
• “Partner”; or
• “Ambassador.”

The disclosure should explain the financial relationship in language an ordinary viewer can understand.

8.5 Video Content

For video content:

• Make the disclosure in the video itself;
• Place the disclosure near the beginning, before or when the endorsement first appears;
• Use both spoken and on-screen disclosure when the endorsement includes both audio and visual elements;
• Display on-screen disclosures long enough to be read;
• Ensure text is legible against the background;
• Repeat disclosures when reasonably necessary in longer content; and
• Do not rely only on a description box.

8.6 Livestreams

For livestreams, make the disclosure:

• At the beginning;
• Periodically throughout the stream; and
• When promoting the product, link, or code.

8.7 Stories and Short-Form Content

For disappearing stories, reels, shorts, and similar formats:

• Place the disclosure directly over the image or video;
• Ensure it is visible for enough time to be read;
• Use sufficient size and contrast; and
• Do not hide it behind buttons, usernames, captions, or interface elements.

8.8 Platform Disclosure Tools

Use platform-provided paid partnership or branded content tools when available, but do not rely on the platform tool alone when an additional clear disclosure is necessary.

8.9 Foreign-Based Content

FTC requirements may still apply when content is created outside the United States if it is reasonably foreseeable that the content will reach or affect US consumers.

8.10 Monitoring and Correction

Carbon Offroad may monitor Program content for disclosure compliance.

If a disclosure is missing, unclear, inaccurate, or poorly placed, you must promptly correct the content when requested.

Repeated or serious disclosure violations may result in suspension or termination.

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9. Reviews and Testimonials

You must not:

• Publish a review of a product you have not genuinely used;
• Make a statement that does not reflect your honest opinion;
• Create fake reviews, testimonials, comments, or engagement;
• Use artificial intelligence to create a fake customer or fake personal experience;
• Present another person’s experience as your own;
• Misrepresent ordinary results as guaranteed results;
• Conceal material limitations;
• Suppress or manipulate genuine negative feedback;
• Ask others to submit fake reviews;
• Condition an incentive on a positive or negative review; or
• State or imply that compensation depends on giving Carbon Offroad a positive rating.

If you receive a benefit for providing a review, that benefit must be clearly disclosed.

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10. Intellectual Property and Brand Assets

10.1 Limited Permission

During your approved participation, Carbon Offroad grants you a limited, revocable, non-exclusive, non-transferable permission to use approved Carbon Offroad:

• Trademarks;
• Logos;
• Product names;
• Product images;
• Brand guidelines; and
• Campaign materials

solely for authorized Program content.

10.2 Restrictions

You must not:

• Modify a Carbon Offroad logo without approval;
• Change brand colors or proportions in a misleading way;
• Remove legal notices;
• Claim ownership of Carbon Offroad intellectual property;
• Register Carbon Offroad trademarks or confusingly similar marks;
• Use brand assets for an unrelated business;
• Use brand assets after termination;
• Create counterfeit products or packaging;
• Suggest Carbon Offroad endorses an unrelated product or business; or
• Use Carbon Offroad intellectual property in a manner that damages or dilutes the brand.

10.3 Ownership

Carbon Offroad retains all ownership rights in its trademarks, logos, product names, designs, manuals, photography, videos, website content, advertising materials, and other intellectual property.

No ownership interest is transferred to the Collaborator.

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11. Creator Content Ownership and Usage Rights

11.1 Creator Ownership

Except for Carbon Offroad materials incorporated into the content, you retain ownership of original content you create.

11.2 License to Carbon Offroad

By submitting, tagging, delivering, or publishing Program-related content featuring Carbon Offroad or its products, you grant Carbon Offroad and its affiliates a perpetual, worldwide, non-exclusive, royalty-free, fully paid, sublicensable license to:

• Repost;
• Reproduce;
• Publish;
• Display;
• Distribute;
• Store;
• Archive;
• Crop;
• Resize;
• Format;
• Caption;
• Subtitle;
• Translate;
• Adapt;
• Edit for length or format;
• Combine with other marketing materials;
• Use in organic social media;
• Use on Carbon Offroad websites;
• Use in email and SMS marketing;
• Use in digital advertising;
• Use in retailer and distributor materials;
• Use in presentations, trade shows, events, and sales materials; and
• Otherwise use the content to advertise, market, promote, and document Carbon Offroad and its products.

This license includes reasonable use of your:

• Name;
• Public social media handle;
• Voice;
• Image;
• Likeness;
• Approved biography;
• Vehicle;
• Team name; and
• Channel name

as they appear in or are reasonably associated with the submitted content.

11.3 Paid Advertising

Unless a campaign brief states otherwise, the license includes use of submitted content in paid digital advertising.

Running advertisements directly through your personal social media account, sometimes called whitelisting, creator licensing, or partnership advertising, requires your separate authorization or use of the applicable platform approval process.

11.4 Editing

Carbon Offroad may make reasonable edits for formatting, length, spelling, captions, subtitles, branding, platform requirements, and advertising placement.

Carbon Offroad must not materially alter your content in a way that falsely changes your stated opinion or creates a misleading endorsement.

11.5 Content Warranties

You represent and warrant that:

• You created the content or have all necessary rights to it;
• You have permission from identifiable people appearing in the content;
• You have permission to film on private property where required;
• The content does not infringe copyright, trademark, privacy, publicity, or other rights;
• Music, footage, images, graphics, and other third-party materials are properly licensed;
• The content is not defamatory or unlawfully misleading; and
• You have authority to grant the rights described in these Terms.

11.6 Continued Use After Termination

Termination ends your right to create new content as an approved Collaborator, but it does not automatically revoke Carbon Offroad’s rights to content created or submitted while you participated in the Program.

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12. Confidential Information

You may receive non-public information concerning:

• Unreleased products;
• Product designs;
• Pricing;
• Product costs;
• Launch dates;
• Campaigns;
• Commission structures;
• Customer information;
• Business plans;
• Sales information;
• Supplier information;
• Technical information; or
• Other confidential business matters.

You must:

• Keep confidential information secure;
• Use it only for authorized Program activities;
• Not disclose it without written permission;
• Not use it to benefit another business;
• Follow any embargo or launch date;
• Return or destroy confidential materials when requested; and
• Notify Carbon Offroad of any unauthorized disclosure.

Confidential information does not include information that you can demonstrate:

• Was already lawfully known to you;
• Became public without your breach;
• Was lawfully received from another source without confidentiality restrictions; or
• Was independently developed without using Carbon Offroad’s confidential information.

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13. Taxes and Payment Information

13.1 Tax Responsibility

You are responsible for determining and paying all federal, state, local, and other taxes arising from payments or benefits received through the Program.

Carbon Offroad does not provide personal tax advice.

13.2 Form W-9

Before receiving payment, a US Collaborator may be required to provide a properly completed Form W-9 and any other information reasonably required for tax reporting, payment processing, identity verification, or legal compliance.

13.3 Tax Reporting

Carbon Offroad may report payments to the Internal Revenue Service or other government authorities when required by applicable law.

Carbon Offroad may issue Form 1099-NEC or another applicable tax form when legally required.

13.4 Backup Withholding

Carbon Offroad may withhold amounts from payments where required by tax law, including where a Collaborator fails to provide a valid taxpayer identification number or becomes subject to backup withholding.

13.5 Accurate Information

You must keep your legal name, business name, mailing address, tax classification, taxpayer identification number, and payment information accurate and current.

Payment may be delayed while required information is incomplete or being verified.

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14. Independent Contractor Relationship

14.1 Independent Contractor

You participate as an independent contractor and not as an employee of Carbon Offroad.

Nothing in these Terms creates:

• Employment;
• Agency;
• Partnership;
• Franchise;
• Fiduciary relationship;
• Joint venture; or
• Legal representative authority.

14.2 No Authority to Bind Carbon Offroad

You may not:

• Enter into an agreement on behalf of Carbon Offroad;
• Make a warranty on behalf of Carbon Offroad;
• Accept legal notices for Carbon Offroad;
• Represent that you are an employee;
• Commit Carbon Offroad to an expense;
• Negotiate with a customer as Carbon Offroad’s agent; or
• Make promises beyond Carbon Offroad’s published policies.

14.3 Your Business Responsibilities

You are responsible for:

• Your working methods;
• Your equipment;
• Your vehicle;
• Your filming equipment;
• Your operating expenses;
• Your insurance;
• Your licenses;
• Your permits;
• Your tax obligations;
• Your assistants and contractors; and
• The lawful operation of your activities.

You are not entitled to employee wages, overtime, leave, workers’ compensation benefits, unemployment benefits, retirement benefits, health insurance, or other employee benefits from Carbon Offroad.

14.4 Non-Exclusive Relationship

Unless a separate written agreement states otherwise, participation is non-exclusive.

You may work with other brands, provided doing so does not involve misuse of Carbon Offroad confidential information, intellectual property, or customer information.

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15. Assumption of Risk

You understand that:

• Off-roading;
• Four-wheel driving;
• Motorsport;
• Vehicle modification;
• Vehicle recovery;
• Winching;
• Towing;
• Trail driving;
• Product installation;
• Filming around vehicles; and
• Related outdoor activities

involve inherent and significant risks.

These risks may include:

• Vehicle movement;
• Equipment failure;
• Line failure;
• Anchor failure;
• Recovery point failure;
• Flying components;
• Rollover;
• Collision;
• Fire;
• Environmental hazards;
• Property damage;
• Serious bodily injury; and
• Death.

You voluntarily choose whether to participate in these activities and are responsible for assessing your own skill, equipment, vehicle, conditions, and safety precautions.

Nothing in the Program requires you to undertake an activity you consider unsafe.

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16. Insurance

You are responsible for maintaining insurance appropriate to your activities, which may include:

• Motor vehicle insurance;
• Health or medical insurance;
• Public liability insurance;
• General commercial liability insurance;
• Professional insurance;
• Equipment insurance;
• Workers’ compensation coverage for your personnel; and
• Motorsport or event insurance.

Carbon Offroad may require evidence of insurance for particular campaigns, events, professional productions, or high-risk activities.

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17. Limitation of Liability

17.1 Scope

To the maximum extent permitted by applicable law, Carbon Offroad and its parent companies, affiliates, directors, officers, employees, representatives, and service providers will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages arising from or relating to:

• Participation in the Program;
• Loss of anticipated commission;
• Lost profits;
• Lost opportunities;
• Lost data;
• Platform outages;
• Tracking failures;
• Code deactivation;
• Account suspension;
• Content removal;
• Program modification; or
• Program termination.

17.2 Liability Cap

To the maximum extent permitted by applicable law, Carbon Offroad’s aggregate liability arising from or relating to the Program will not exceed the total commission paid or payable to you during the six months immediately preceding the event giving rise to the claim.

17.3 Activities and Content Creation

Carbon Offroad is not responsible for accidents, traffic violations, trespassing, trail violations, vehicle damage, third-party property damage, or injuries caused by:

• Your driving;
• Your recovery decisions;
• Your installation work;
• Your negligence;
• Your failure to follow instructions;
• Your violation of law;
• Your choice of location;
• Your equipment;
• Your assistants;
• Your contractors; or
• Your content production activities.

17.4 Non-Excludable Liability

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited under applicable law.

Nothing in these Terms replaces or limits any express written product warranty separately provided by Carbon Offroad, except to the extent permitted by law.

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18. Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless Carbon Offroad and its parent companies, affiliates, directors, officers, employees, representatives, and service providers from third-party claims, demands, proceedings, damages, judgments, liabilities, penalties, costs, and reasonable attorneys’ fees arising out of or relating to:

• Your breach of these Terms;
• Your negligence or willful misconduct;
• Your violation of law;
• Your FTC disclosure failures;
• Your false, misleading, or unsupported claims;
• Your content;
• Copyright, trademark, privacy, publicity, or other rights violations in your content;
• Your vehicle operation;
• Your recovery activity;
• Your product installation;
• Your trespass or unauthorized filming;
• Your employees, assistants, contractors, or agents;
• Your misuse of Carbon Offroad intellectual property;
• Your unauthorized promises or representations;
• Your fraud or tracking manipulation; or
• Your violation of a platform’s terms.

Carbon Offroad will provide reasonable notice of an indemnified claim.

Carbon Offroad may control the defense and settlement of a claim, provided Carbon Offroad will not enter into a settlement that imposes a direct admission of wrongdoing or non-monetary obligation on you without your reasonable consent.

You agree to provide reasonable cooperation in the defense of the claim.

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19. Monitoring and Compliance

Carbon Offroad may monitor publicly available content, affiliate activity, code usage, traffic patterns, transaction data, coupon databases, advertising, and platform activity for purposes including:

• FTC compliance;
• Safety compliance;
• Brand protection;
• Fraud prevention;
• Code leak detection;
• Product claim accuracy;
• Intellectual property protection;
• Attribution verification; and
• Enforcement of these Terms.

You agree to reasonably cooperate with a compliance review.

Carbon Offroad may request supporting information concerning:

• Traffic sources;
• Advertisement placement;
• Code distribution;
• Content disclosures;
• Transaction patterns; and
• Ownership of content or promotional accounts.

Failure to provide reasonable requested information may result in suspension while the issue is investigated.

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20. Suspension and Termination

20.1 Termination by Either Party

Either party may end the relationship at any time by written notice.

20.2 Immediate Suspension or Termination

Carbon Offroad may immediately suspend or terminate your participation for:

• Fraud;
• Tracking manipulation;
• Coupon leakage;
• Unauthorized resale;
• False statements;
• Unsafe recovery content;
• Repeated FTC disclosure failures;
• Serious brand misconduct;
• Harassment or threats;
• Illegal conduct;
• Intellectual property infringement;
• Confidentiality breaches;
• Unapproved paid search advertising;
• Impersonation;
• Spam;
• Material breach of these Terms;
• Failure to correct a violation;
• Conduct creating a serious safety risk; or
• Conduct reasonably likely to cause significant harm to Carbon Offroad, its customers, or the public.

20.3 Effects of Termination

Upon termination:

• You must stop presenting yourself as an approved Carbon Offroad Collaborator;
• You must stop using private Program benefits;
• You must stop using Carbon Offroad brand assets except as otherwise legally permitted;
• Carbon Offroad may deactivate your code and link;
• You must return or destroy confidential materials if requested; and
• You must comply with reasonable instructions concerning inaccurate, unsafe, unlawful, infringing, or misleading Program content.

20.4 Final Commission

Valid commission earned before termination will remain payable subject to:

• Final validation;
• Returns;
• Refunds;
• Chargebacks;
• Fraud reviews;
• Tax document requirements;
• Payment platform requirements; and
• Any lawful right of offset.

Commission associated with fraud, prohibited promotion, code leakage, tracking manipulation, or another breach may be withheld or reversed.

20.5 Survival

Provisions concerning intellectual property, content licenses, confidentiality, taxes, liability, indemnification, dispute resolution, accrued payment obligations, and other provisions that by their nature should continue will survive termination.

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21. Privacy and Program Data

Carbon Offroad may collect, use, retain, and process information necessary to:

• Review applications;
• Administer the Program;
• Track referrals;
• Calculate commission;
• Process payments;
• Conduct tax reporting;
• Prevent fraud;
• Monitor compliance;
• Communicate with Collaborators; and
• Protect Carbon Offroad’s legal and business interests.

Information may be processed by service providers such as Shopify, Shopify Collabs, payment providers, tax processors, analytics providers, fraud prevention providers, and professional advisers.

The handling of personal information is also subject to the Carbon Offroad USA Privacy Policy available through:

https://carbonoffroadusa.com/

You are responsible for handling any customer information you independently collect in accordance with applicable privacy, marketing, and data security laws.

You must not obtain or use Carbon Offroad customer information except where expressly authorized.

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22. Program Modifications

Carbon Offroad may update these Terms to reflect changes in:

• Law;
• FTC guidance;
• Tax requirements;
• Platform rules;
• Technology;
• Program structure;
• Commission arrangements;
• Safety requirements; or
• Business operations.

Material changes will apply prospectively from the stated effective date.

Carbon Offroad will not retroactively reduce commission that was already validly earned under the Terms in effect when it became earned.

Notice may be provided by:

• Email;
• Shopify Collabs;
• The Program portal;
• Posting updated Terms on the Carbon Offroad USA website; or
• Another reasonable method.

Continued participation after the effective date constitutes acceptance of the updated Terms.

If you do not accept an update, you may terminate your participation before the updated Terms take effect.

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23. Governing Law and Venue

These Terms and any dispute arising from or relating to them are governed by the laws of the State of Texas, without regard to its conflict of law principles.

Subject to any applicable small claims rights or mandatory legal requirements, the parties consent to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas.

Each party waives any objection based on personal jurisdiction, venue, or inconvenient forum to the extent permitted by law.

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24. Notices

Formal notices to Carbon Offroad must be sent to:

KPD Industries Pty Ltd
Carbon Offroad USA
5900 Balcones Drive #10804
Austin, TX 78731
United States

Email: sales@carbonoffroadusa.com
Phone: +61 1300 780 141
Website:https://carbonoffroadusa.com/

Notices to the Collaborator may be sent to the email address or mailing address associated with the Collaborator’s application or Shopify Collabs account.

You are responsible for keeping your contact information current.

A notice sent by email will be considered received when sent unless the sender receives a delivery failure notification.

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25. General Provisions

25.1 Entire Agreement

These Terms, together with any applicable written campaign brief, approved commission schedule, privacy policy, and incorporated Program document, form the entire agreement concerning the Program.

They replace prior discussions or representations concerning the same subject.

25.2 Severability

If a court determines that a provision is invalid or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will continue in effect.

25.3 No Waiver

Failure to enforce a provision is not a waiver of the right to enforce it later.

A waiver must be in writing and applies only to the specific matter identified.

25.4 Assignment

You may not assign or transfer your participation, account, code, payment rights, or obligations without Carbon Offroad’s prior written consent.

Carbon Offroad may assign these Terms as part of a merger, acquisition, restructuring, asset sale, corporate reorganization, or transfer of the Program.

25.5 No Third-Party Beneficiaries

Except for Carbon Offroad parties expressly protected by the liability and indemnification provisions, these Terms do not create rights for any third party.

25.6 Headings

Headings are included for convenience and do not affect interpretation.

25.7 Electronic Acceptance

Electronic acceptance, including acceptance through Shopify Collabs, an online form, checkbox, email, or continued Program participation, has the same effect as a handwritten signature to the extent permitted by law.

25.8 Counterparts

Where signatures are used, these Terms may be accepted in counterparts and through electronic signatures.

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26. Contact Information

For Program questions, compliance concerns, code leaks, content approvals, or support, contact:

Carbon Offroad USA Creator Program

Operated by: KPD Industries Pty Ltd
Email: sales@carbonoffroadusa.com
Phone: +61 1300 780 141
Website:https://carbonoffroadusa.com/

Postal Address:
5900 Balcones Drive #10804
Austin, TX 78731
United States

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Acceptance

By applying to, joining, or continuing to participate in the Carbon Offroad USA Creator, Affiliate & Brand Collaboration Program, you confirm that:

• You have read these Terms;
• You understand these Terms;
• You agree to be legally bound by these Terms;
• The information you have provided is accurate;
• You will comply with FTC disclosure requirements;
• You will follow Carbon Offroad safety requirements;
• You will not misuse Program codes, links, benefits, or intellectual property; and
• You have authority to enter into this agreement.