This Affiliate Marketing Agreement is between a company and an affiliate who agrees to participate in company’s affiliate program. This agreement sets out the parties, the promotional materials the company provides and means of affiliate tracking. This Affiliate Agreement also contains provisions regarding the use of intellectual property and the rate of commission the affiliate shall receive.
AFFILIATE MARKETING AGREEMENT
This Affiliate Marketing Agreement (the "Agreement") made on this ___ day of _______________, 20__ by and between _______________________________________ of ___________________________________ ("Company"), and ______________________ of _______________________________________ (the "Affiliate").
For good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, and in consideration of the promises and covenants hereinafter contained the parties agree as follows:
The Affiliate is desirous of participating in the affiliate program sponsored by the Company where under the Affiliate will have to sell the products of the Company to its customers.
Company will be responsible to provide all promotional materials, and links to place on the Website of the Affiliate directing its users or visitors to the Company’s website. The Affiliate must use only such materials in the same form as provided by Company.
Any customer using the website of the Affiliate to purchase any product of the Company shall be tracked through the links by use of browser cookies technology.
Company retains all right, ownership, and interest in the promotional materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the promotional materials, or in the underlying intellectual property, other than the rights to use the promotional materials granted under the License
Company hereby grants to the Affiliate a non-exclusive, non-transferrable, royalty-free, limited world-wide license to use, reproduce, publish, perform and display the trademarks, logos and copyrighted materials of the Company.
Affiliate hereby grants to the Company a royalty free, worldwide, nonexclusive, perpetual and irrevocable license to use the Affiliate’s trademarks, trade names, logos and other copyrighted materials of the Affiliate.
The Affiliate agrees and warrants to company as follows:
(a) The Affiliate has the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally binding agreement enforceable against the Affiliate.
(b) The execution, delivery, and performance of this Agreement and the consummation by the affiliate of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, or regulation to which the affiliate is subject, or any order, judgment, or decree applicable to the affiliate or binding upon the Affiliate's assets or properties, or any Agreement or other instrument applicable to the affiliate or binding upon the affiliate's assets or properties.
(c) There is no pending or, to the best of the Affiliate's knowledge, threatened claim, action, or proceeding against the Affiliate, with respect to the execution, delivery, or consummation of this Agreement, or with respect to the affiliate's trademarks, and, to the best of the affiliate's knowledge, there is no basis for any such claim, action, or proceeding.
The Affiliate shall receive commissions at the rate of ________________% of total sales made by the Affiliate to customers who access the Company’s website from the Affiliate’s website.
This Agreement will begin from the date above written and shall continue for a period of ______________ year.
(a) Either party may terminate this Agreement at any time, with or without cause, by giving the other party thirty (30) days’ written notice of termination
(b) This Agreement may be terminated by either Company or Affiliate if there is a material breach of the obligations under this Agreement by the other party and that is not cured within thirty (30) days from the receipt of written notification of such breach by the party in breach;
Confidential Information shall include any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public. Affiliate shall not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.
Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:
If to Company:
If to Affiliate:
Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs and attorney fees related thereto, that the Company may incur and which are based in whole or in part upon the Affiliate’s participation in the affiliate program. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the promotional materials.
This Agreement shall be interpreted under the laws of the State of ___________________. Any action relating to this Agreement must be brought in the federal or state courts located in the state of _________________________________ and the parties hereto irrevocably consent to the jurisdiction of such courts.
Relationship of Parties
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate. Affiliate shall provide services for Company as an independent contractor. Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.
The Affiliate acknowledges and agrees that Company makes no guaranties or warranties of any kind with respect to the affiliate program or materials provided by Company, in connection with the affiliate program, and all materials are provided on an "as is" and “as available” basis, and that Affiliate’s participation in the program, is solely at Affiliate’s risk.
Limitation of Liability
Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services whether Company was or should have been aware or advised of the possibility of such damage, arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the promotional materials, or other performance of services under this Agreement.
The affiliate program is not transferable by the Affiliate and may only be used by the Affiliate. The Affiliate shall have not right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void. Subject to this restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein.
No failure of Company to pursue any remedy resulting from a breach of this Agreement by Affiliate shall be construed as a waiver of that breach, or as a waiver of any subsequent or other breach unless such waiver is in writing and signed by an authorized representative of Company.
If any provision or term of this Agreement is held to be invalid, illegal or unenforceable for any reason, such a provision shall be considered separate and severable from the remaining provisions of this Agreement, and the validity, legality or enforceability of any of the remaining provisions of this Agreement shall not be affected or impaired by such provision in any way.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
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