Affiliate Agreement Contract Template

Use Template

Affiliate Program Agreement

 

 

This Affiliate Program Agreement (“Agreement”) is between you (“Affiliate” or “You”) and Dribbble, Inc. (“Dribbble” or “Company”). This Agreement sets forth the terms and conditions of your participation in the Dribbble Affiliate Program (the “Program”).

 

Definitions:

(a) Site: refers to your website where you advertise Refersion.com

(b) Referral Link: refers to your Refersion.com link.

(c) We, Us, and Our: refer to Dribbble

(d) You, Your, Yours: refer to the Affiliate

 

  1. Enrollment in the Program In order to begin participating in the Program, you must submit a complete and accurate affiliate signup form located at https://dribbble.com/affiliates. We will evaluate your application and will notify you of your acceptance or rejection. We may reject your application if we determine in our sole discretion that your website is unsuitable for the Program for any reason, including, but not limited to, its inclusion of content that is, in our opinion, not suitable for the Program. Unsuitable content includes, but is not limited to, sexually explicit materials, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive content, or content that advocates the harassment of another person, the threats of any kind of loss or damage to any person or property, or conduct that in our sole discretion is otherwise inappropriate. We may terminate your participation in the Program at any time if we determine in our sole discretion that your website is unsuitable for the Program.

 

Assent & Acceptance. By submitting an application to our Affiliate Program, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please leave the website immediately and do not submit an application to our Affiliate Program. This Agreement specifically incorporates by reference any Terms of Conditions, Privacy Policies, End-User License Agreements, or other legal documents which we may have on our website.

 

Age Restriction. You must be at least 18 (eighteen) years of age to join our Affiliate Program or use this Website. By submitting an application to our Affiliate Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of your age.

 

  1. Links on Your Site Once you have been notified of our acceptance of your Affiliate Program application, you may place, solely on your Site, the text links, buttons and other creative provided to you by us from time to time (“Links”). Your Site shall be solely responsible for the development, operation, and maintenance of your Site and for all materials that appear on your Site. For the avoidance of doubt, this includes all product descriptions, pricing, references, offers, samples, graphics, and discounts. You must have express prior written consent from us to modify, create derivative works from, or to co-brand the Links. Co-branding requires prior approval by us in our sole discretion, and may require one or more of the parties to enter into a separate agreement. We reserve the right to withhold consent to co-brand. At no time may you alter, modify, delete, obscure or supplement any Links without our prior consent.

 

  1. Linking Methods You must only use the linking code provided by us, unless you have been specifically instructed otherwise in writing by us. You may not manipulate the Links in any way.

 

  1. Prohibited Uses

 

You may not, without our prior written consent, frame, inline link, or similarly display any of our web pages such that a web user would mistakenly think that one of our web pages is actually one of your own web pages.

 

  1. Intellectual Property You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company ("Company IP").

Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our websites in conjunction with the Affiliate Program and use the Company IP solely and exclusively in conjunction with identifying our company and brand on the Affiliate Site to send customers to the Affiliate links we provide. You may not modify the Company IP in any way and you are only permitted to use the Company IP if you are an Affiliate in good standing with us.

 

We may revoke this license at any time and if we find that you are using the Company IP in any manner not contemplated by this Agreement, we reserve the right to terminate this Agreement.

 

Other than as provided herein, you are not permitted to use any of the Company IP or any confusingly similar variation of the Company IP without our express prior written permission. This includes a restriction on using the Company IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.

 

Please be advised that your unauthorized use of any Company IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary damages or legal fees and costs.

 

You hereby provide us a non-exclusive license to use your name, trademarks and service marks if applicable and other business intellectual property to advertise our Affiliate Program.

 

  1. Orders

 

We will be responsible for processing every customer order placed by a customer who follows the Referral Link from your Site to the Company Site. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancel orders, and handle customer service. We reserve the right to reject orders that do not comply with any requirements that we may establish from time to time. We will be responsible for all aspects of the relationship with our customers.

 

  1. Referral Fees

 

We will pay you a commission solely on the first month’s subscription fee paid by a customer, provided that a) the customer is a new customer, b) the customer is not a previously refunded customer and c) the customer’s transaction is not a chargeback. If a customer cancels his or her subscription before the end of their first month, you will not receive a commission. We will pay a Referral Fee to you only for customers that you refer who subscribe within 2 months.

 

  1. Payment Of Referral Fees

 

We will pay you the Referral Fee on a monthly basis, within fourteen (14) days of the end of each calendar month, provided that the aggregate amount owed to you for all Referral Fees earned during that calendar month is at least $50. If the aggregate amount you are owed is less than $50, we will carry over that amount and pay it to you when and if the total amount you are owed reaches $50.

 

  1. Referral Fee Tracking

 

We will be solely responsible for technology, products and services necessary to operate the Program and track Referral Fees owed to you.

 

  1. Limitation Of Liability

 

WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF REVENUE) (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY CAUSE OR THEORY. WE WILL NOT BE LIABLE FOR ANY LOSS OF DATA, LOSS OF USE, LOSS OF BUSINESS, COST OF SUBSTITUTE GOODS, OR SERVICE INTERRUPTIONS. WE WILL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF YOUR PARTICIPATION IN THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR LIABILITY EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

 

  1. Confidentiality

 

We and you acknowledge that the terms of this Agreement and the terms of the Program are the confidential information of each party. Each party agrees not to disclose such confidential information to any third party except as required by law or expressly authorized by the other party.

 

  1. Indemnification

 

You agree to indemnify, defend and hold us and our affiliates, directors, officers, employees, and agents harmless from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising from or related to your breach or alleged breach of this Agreement or your violation or alleged violation of any law or the rights of a third party.

 

  1. Modification

 

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available Referral Fees, fee schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

 

  1. Termination

 

Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. We may also terminate this Agreement immediately if you violate the terms of this Agreement or violate the terms and conditions of our Terms of Service. Upon termination of this Agreement, you will immediately cease using, and remove from your Site, the Links and all of our trademarks, trade names, service marks, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

 

  1. Disclaimers

 

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

 

Modification & Variation

 

The Company may, from time to time and at any time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don't agree to the update or replacement, you can choose to terminate this Agreement as described below.

  1. a) To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
  2. b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement.

 

  1. Relationship Of Parties

 

You and us are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this section.

 

  1. Arbitration

 

Except For Any Disputes, Claims, Suits, Actions, Causes Of Action, Demands Or Rights Of Action Related To A Violation Of Dribbble’s Intellectual Property Rights (“Intellectual Property Rights Disputes”), In case of a dispute between you and Dribbble (including Dribbble’s officers, directors, employees, agents, independent contractors, providers, merchants, sponsors, licensors, and the like) relating to or arising out of this agreement, the parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: USA. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of ___________. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

 

  1. Force Majeure

 

The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

 

  1. Electronic Communications Permitted

 

Electronic communications are permitted to both Parties under this Agreement, including email or fax. For any questions or concerns, please email us at the following address: __________________.

 

  1. Execution

 

Name: ________________

Signature: ________________

Date: _____________

 

Name: ________________

Signature: ________________

Date: ______________