Affiliate Purchase Agreement
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This Affiliate Purchase Agreement (the “Agreement”) is effective [DATE],
BETWEEN: [COMPANY] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at:
[YOUR COMPLETE ADDRESS]
AND: [SECOND PARTY NAME] (the "Affiliate "), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
WHEREAS the Company wishes to establish a customer oriented sales, service network of Affiliates
WHEREAS the Affiliate shall market the products and services of the Company to various customers and accordingly receive commission whenever the referred customer of the Affiliate purchases the products and services of the Company;
WHEREAS the Parties wish to evidence their contract in writing;
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
DEFINITIONS
“Customer” means one who buys goods and/or services.
“
Affiliate” means any legal
entity,
or an individual approved to participate in Company’s Affiliate Program.
“Confidentiality” means, any and all confidential business information concerning either
part that
is disclosed to the other party in connection with this Agreement, including all confidential information disclosed to Affiliate and including the terms of this Agreement.
PURPOSE AND FORMATION OF
AFFILIATE PURCHASE
AGREEMENT
The purpose of this agreement is to establish a non-exclusive
relationship between the Company and Affiliate where the Affiliate shall promote certain goods and services of the Company
to the customers and the Affiliate shall receive commission whenever a sale of the products or services of the Company is made through the Affiliate link.
PROMOTION OF AFFILIATE RELATIONSHIP
Affiliate’s
participation in the Affiliate Program allows the Company to make a variety of graphic
and textual links available to
Affiliate. The Links will serve to identify Affiliate’s website as a member of the Affiliate Program and will establish a link from its website or e-mail to Company’s website. Unless expressly permitted by Company the Links are to be used on its website and it shall not distribute the Links to third parties to be posted on websites that it does not own.
The Affiliate agrees to cooperate fully with Company
to
establish and maintain such Links. Affiliate further agrees that its use of the Links must be in compliance with this Agreement at all
times.
DATA SECURITY
4.1 Affiliate shall comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which Affiliate resides, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the "GDPR"). Affiliate, as a controller under the GDPR, shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, considering the nature, scope, context, and purpose of processing any personal data. Affiliate agrees to promptly assist Company in complying with any data subject rights request under the GDPR that Company may receive from any individuals referred to Company by Affiliate. Affiliate further agrees to promptly assist Company in complying with any duties to cooperate with supervisory authorities under the GDPR.
COMMISSIONS
5.1 The Affiliate shall be entitled to a commission of [COMMISSION PERCENTAGE] % for each Qualified Purchase by the Customer referred by the Affiliate. The Company shall pay the commission of the Affiliate at the end of each month for the qualified Purchases for that month.
TERM, TERMINATION AND BREACH OF THIS AGREEMENT
This agr
eement,
shall expire
[NUMER OF YEARS]
years from the date of this agreement with
year-to-year
options thereafter unless terminated earlier by one of the following events:
Written agreement by the Parties to terminate this agreement, or
If any team member petitions for bankruptcy or reorganization under bankruptcy laws, or makes an assignment of the benefit of creditors, or
The Government’s debarment or suspension of any team member which would preclude any team member’s participation in contracts with the Government, or
By written notification by either party.
If any Party breaches or defaults any of the provisions of this Agreement, the other Parties may provide written notice of such breach in accordance with the NOTICES provision of this agreement. If said Party does not cure its performance within 15 days from the date it receives notice, then any time after the expiration of such cure period, the non-breaching Party may give written notice to the other(s) of its election to terminate this Agreement. Should there be any
dispute arising under or related to this Agreement, such dispute may be resolved as provided under provisions of the Alternate Disputes Resolution process as defined by this Agreement.
In the event that this Agreement is terminated, any contracts or subcontracts resulting from efforts under this Agreement shall remain in effect, subject to the terms and conditions therein.
OWNERSHIP OF TECHNOLOGY/RIGHTS IN INVENTION PATENTS, COPYRIGHTS
AND TRADE
SECRETS AND OTHER INTELLECTUAL PROPERTY
A Party shall own rights to any technology it independently develops or has already developed.
Each Party shall mark all independently owned proprietary materials with designation of “proprietary” prior to the release to either Party.
CONFIDENTIALITY AND NON-DISCLOSURE
Non-Disclosure
8.1.1 Without the other Parties' prior, written consent, no Party shall directly or indirectly, disclose, make available, or communicate to anyone or any entity, other than its own employees, agents, and representatives, all or any part of any proprietary information shared by the other Party with it during the course of this Agreement, except as may be required by court order or overriding federal law. Each Party acknowledges and agrees, that the other Parties have valuable, proprietary rights in their information and agrees to keep the other Parties’ information strictly confidential and only disclose it to those of its employees, agents, or representatives who have a need to know. Before disclosure, each Party shall advise any such employees, agent, or representative to whom such disclosure is made of this Agreement and require any such employee, agent, or representative to agree to abide by the terms of this Agreement and keep all disclosed information confidential. This covenant of confidentiality and non-disclosure shall apply to written materials and information, and to information imparted verbally.
Return of Written Materials
8.2.1 The Parties acknowledge that any such information will be shared for the sole purpose of determining if there is a basis for agreement between the Parties. Neither Party is hereby granting the other any right or license with respect to any shared information. If the Parties fail to reach agreement, each Party shall return to the other any written materials or information given to it (and copies made by it) or affix in writing that such materials or information has been destroyed. If agreement is not reached, any Party shall not use in any way for its benefit or any other person’s or entity’s benefit any such information or materials shared with it without the other Parties’ written consent.
Term
8.3.1 The non-disclosure terms to this Agreement shall be in effect for a period of five years from its date of execution with year-to-year options, if exercised, or three years from termination of this Affiliate Purchase agreement, whichever is longer.
WARRANTIES
Each of the Parties agrees to perform their responsibilities under this Agreement and any contract resulting from Business Initiatives consistent with good commercial practices. No other warranties, expressed or implied, will be provided by the Parties to the customers under said agreement unless otherwise agreed to by the Parties.
Affiliate is not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement
.
There is no pending or threatened claim, action, or proceeding against the Affiliate, or any affiliate of the Affiliate with respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
During the Term, Affiliate will not include in its Affiliate Site content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of Company’s Terms and Conditions or Acceptable Use Policy.
Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for generating a Commission Fee as provided in this Agreement.
The Affiliate’s use and display of the Promotional Materials on an Affiliate’s site shall conform to the following terms, conditions and specifications:
Not i
ndicate that Affiliate is a Trainer Affiliate of the Company;
Not s
hame or bully any person;
Not p
romote or contain sexually suggestive or explicit materials, or any morally inappropriate content;
Not p
romote or condone violence, in particular domestic violence;
Not p
romote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
Not p
romote or condone illegal activities;
Not i
ncorporate any materials which infringe, or assist others to infringe, on any copyright, trademark or other intellectual property rights or to otherwise violate the law
;
Not c
ontain any proprietary or confidential information belonging to the Company as may be defined by the Policies and Procedures, or as may be determined on a case by case basis;
Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to the Company in its sole and absolute discretion.
SEVERABILITY
AND
CONSTRUCTION
Except as expressly provided to the contrary herein, each article, term, condition and provision of this
Affiliate Purchase
Agreement shall be considered severable, and if, for any reason whatsoever, any such article, term, condition or provision herein is deemed to be invalid, illegal or incapable of being enforced as being contrary to, or in conflict with any existing or future law or regulation by any court or agency having valid jurisdiction, such shall not impair the operation or have any other effect upon such other articles, terms, conditions and provisions of this
Affiliate Purchase Agreement
, and the latter shall continue to be given full force and effect by the parties hereto, and shall be construed as if such invalid, illegal or unenforceable article, term, condition or provision were omitted.
All captions, titles,
headings,
and article numbers herein have been inserted and are intended solely for the convenience of the parties, and none such shall be construed or deemed to affect the meaning or construction of any provisions hereof, nor to limit the scope of the provision to which they refer.
All references herein to the masculine gender shall include the feminine and neuter genders, and all references herein to the singular shall include the plural, where applicable.
This
Affiliate Purchase Agreement
constitutes the entire, full and complete Agreement between the Team Leader and the Team Member concerning the subject matter hereof, and shall supersede all prior agreements, no other representations having induced the Company to execute this Agreement. No representation, inducement, promises or agreements, oral or otherwise, between the parties not included herein or attached hereto, unless of subsequent date, have been made by either party and none such shall be of any force or effect with reference to this
Affiliate Purchase Agreement
or otherwise.
No amendment
change or variance of this
Affiliate Purchase Agreement
shall be binding upon either party, unless mutually agreed to by the parties and executed by them, or by their respective authorized employees, officers, or agents in writing.
DISCLAIMERS OF ANY WARRANTIES AND LIMITATION OF LIABILITY
The Company makes no express or implied warranties or representations with respect to the Affiliate Program or any of the Company’s Products and Services sold (including, without limitation,
no warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage).
In addition, the Company makes no representation that the operation of the Company’s site will be uninterrupted or error free. The Company will not be liable for the consequences of any interruptions or errors, including the tracking of information about Referred Customers during the period of interruption.
The Company’s sole obligation, and Affiliate’s sole and exclusive remedy, for breach of any warranty shall be to return any defective products to the Company and receive a replacement or credit as described in
the policies and procedures.
T
o the maximum extent permitted by applicable law, the company hereby disclaims all other warranties with respect to the products and services of the company, the promotional materials, the company business supplies, and so forth whether express, implied, or statutory.
U
nder no circumstances shall the
C
ompany be liable to
A
ffiliate;
A
ffiliate's customers or subscribers: nor any other person or entity claiming through affiliate, for any loss, liability, injury, or damage, of whatever kind or nature, resulting from or arising out of, or in connection with, this agreement or the products and services provided hereunder, now or in the future, or any mistakes, errors, omissions, delays, losses, or interruptions in the services arising out of or in connection with the
C
ompany’s site and/or products and services; and, without limiting the generality of the foregoing, the
C
ompany shall in no event be liable for any indirect, incidental, punitive, exemplary, or special damages, lost profits, lost opportunities, lost savings, lost data, or any other form of consequential damages, regardless of the form of action, even if the
C
ompany has been advised of the possibility of such damages or could have foreseen such damages, whether resulting from breach of its obligations under this agreement or otherwise.
F
urthermore,
A
ffiliate hereby expressly agrees that the total aggregate liability arising with respect to this agreement shall never exceed the total commissions paid to affiliate under this agreement during the 3-month period immediately preceding the event giving rise to such liability.
WAIVER
Nor failure, delay, waiver, forbearance or omission by either of the parties hereto of the conditions or of the breach of any term, provision, covenant or warranty contained herein, whether by conduct or otherwise, and no custom or practice of the parties not in accordance with the terms and conditions hereof, shall constitute or be deemed to be or be construed as being a further or continuing waiver of any such condition or breach, or the waiver of any other condition or of the breach of any other term, provision, covenant or warranty of this Agreement.
NOTICES
All
notices required or submitted under this
Affiliate Purchase Agreement
shall be given in writing and shall be personally delivered or mailed by registered mail, postage prepaid and return receipt requested, except in the event of a postal disruption, to the respective [
PARTY
NAME] at the following addresses, unless and until a different address has been designated by notice in writing to the other party:
To the Company
[YOUR COMPANY NAME]
[YOUR COMPLETE ADDRESS]
To the Affiliate:
[NAME]
[COMPLETE ADDRESS]
LANGUAGE
AND
GOVERNING
LAW
This
Affiliate Purchase Agreement
shall be governed by and construed and enforced in accordance with the
laws
of the [State/Province] of
[STATE/PROVINCE]
, which
law
shall prevail in the event of any conflict of
the parties
.
The
parties
hereto acknowledge that they requested that this Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the parties relating to this Agreement be drafted in English.
ALTERNATIVE DISPUTE RESOLUTION
15.1 The Parties to this agreement agree to attempt in good faith to resolve any conflicts disputes, or claims arising out of this Agreement by negotiation between senior executives or official. If applicable, Parties agree to consider the utilization of Alternative Dispute Resolution (ADR) procedures in situations concerning disputes between the Parties.
ASSIGNMENT OF AGREEMENT
16.1 This agreement may not be assigned or otherwise transferred by any party in whole or in part without the express prior written consent of the other parties. In the event any Party shall change its corporate name or merge with another corporation, assignment shall be mutually agreed upon by all Parties.
IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [place of execution] on the date indicated above.
Authorized Signature Authorized Signature
Print Name and Title Print Name and Title