Affiliate Program Agreement

Last Modified: [Insert Date]

PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (the “Affiliate”) and [Your_Brand] (“we,” “us,” or “our”) and its wholly or partially owned affiliates. It describes how we will work together and other aspects of our business relationship. It is a legal document, so some of the language is necessarily formal, but we have made it as clear as possible.

This Affiliate Program Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in the Affiliate Program unless you agree to them.

We may periodically update these terms. We might also replace these terms entirely if, for example, the Affiliate Program changes, ends, or becomes part of an existing program. If we update or replace the terms, we will notify you via electronic means (which may include an in-app notification or email). If you don’t agree to the updated or replacement terms, you may choose to terminate this Agreement as described below.

Definitions

• Affiliate Program means our affiliate program as described in this Agreement.

• Affiliate means a person or entity that has applied and been approved to participate in the Program. Both Affiliates and Resellers are referred to collectively as “Affiliates” in this Agreement.

• Reseller means an Affiliate in an exclusive group requiring a separate application and acceptance.

• Affiliate Link means the unique tracking link we provide to you, which you use to promote our products.

• Affiliate Lead means a prospective customer who clicks an Affiliate Link.

• Customer means an individual or entity that purchases products or services from us after being referred through your Affiliate Link.

• Customer Transactions means purchases or signups by referred Customers that are eligible for commission.

• Commission means the payment you earn per qualifying Customer Transaction as defined in this Agreement.

• Affiliate Policies means any additional program rules or guidelines we provide.

• Agreement means this Affiliate Program Agreement and all policies referenced herein.

Exclusivity

This Agreement establishes an exclusive relationship between you and us with respect to the promotion of our products and services. During the term of this Agreement, you agree not to directly or indirectly market, promote, or sell any products or services that are competitive with ours. 

You further agree not to participate in, represent, or engage with any affiliate, referral, or partner program offered by our competitors.

Affiliate Acceptance

Once you complete an application to become an Affiliate, we will review it and notify you whether you are accepted into the Affiliate Program. We may request more information before making a decision, or require you to complete certain requirements.

If you are accepted, this Agreement takes effect immediately and will remain in effect until terminated in accordance with its terms. You must also complete any enrollment requirements within thirty (30) days of acceptance; otherwise, your participation may be terminated.

Acceptance into the Affiliate Program does not mean acceptance into any of our other programs (e.g., Partner Programs). Each requires its own application and approval.

You agree to comply with this Agreement and all applicable policies at all times.

Communication Consent

By enrolling in and participating in the Affiliate Program, you expressly consent to receive communications from [Your_Brand], including but not limited to:

• Onboarding and training materials.

• Program updates, policy changes, and compliance notices.

• Performance reports, promotional opportunities, and marketing-related emails.

All Affiliates will be automatically subscribed to the official Affiliate mailing list.

You may opt out of non-essential marketing emails at any time by using the “unsubscribe” link provided in each communication, or by contacting us directly. However, please note that opting out of essential program communications (such as compliance notices, account updates, or policy changes) may result in suspension or termination of your Affiliate account.

Data Rights and Compliance

We process your personal data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).

• Under GDPR, you have the right to access, correct, restrict, or request deletion of your personal data at any time.

• Under CCPA, California residents may request disclosure of the categories and specific pieces of personal data collected, as well as request deletion or opt out of data sharing.

• To exercise these rights, you may contact us via support.

By continuing to participate in the Program, you acknowledge and agree to this communication and data processing framework.

Customer Transactions

Affiliate Program Limits

Each accepted Affiliate Lead will expire based on the cookie tracking period of 30 days from the date the Affiliate Lead first clicks on your Affiliate Link, unless a different timeframe is specified.

You will earn a Commission only for the first purchase completed by a new Customer within this cookie tracking period, provided you remain eligible under this Agreement.

You will not earn Commission on:

• Any repeat purchases by the same Customer outside the first transaction,

• Renewals, upgrades, or add-ons to existing purchases,

• Recurring payments tied to subscription-based products and services (as further detailed in the “Subscription Products” section below), or

• Purchases of products or services specifically excluded from the Affiliate Program (as outlined in the “Exclusions” section below).

Subscription Products

For subscription-based products or services, Affiliate Commissions apply only to the first payment of the initial subscription order.

For clarity:

• You will receive Commission when a Customer completes their first subscription payment through your Affiliate Link.

• You will not receive Commission on any subsequent or recurring subscription payments (including renewals, upgrades, downgrades, or add-ons tied to that subscription).

This ensures Commissions are paid solely on the initial transaction, whether it involves a one-time purchase or the first payment of a subscription.

Exclusions

Certain products, services, or categories may be designated as excluded from the Affiliate Program. Referrals that result in the purchase of excluded products will not generate a Commission.

• If a referral is tracked but no Commission is paid, it is because the purchased product or service falls under the exclusions list.

• By participating in this Program, you acknowledge and agree that exclusions are at our discretion and are not subject to dispute.

Enhanced Commissions

We may, at our discretion, designate certain products, services, or categories as eligible for enhanced commission rates, either permanently or for limited promotional periods.

• These enhanced rates will be communicated via electronic channels, or through direct notice to you.

• Enhanced commission terms will apply only as specified, and may differ from standard commissions.

• Once a promotional period ends, commissions will revert to the standard rate unless otherwise stated.

Eligibility

To be eligible to receive Commission under this Agreement, the following conditions must be met:

1. Valid Affiliate Lead – The Affiliate Lead must be valid and accepted under the Acceptance and Validity section of this Agreement.

2. Customer Transaction – A qualifying Customer Transaction must occur within the applicable cookie tracking period of 30 days.

3. Locking Period – Customers have a 30-day return and refund window. Therefore, referral commissions are locked for 31 days after a purchase to ensure no refunds are made.

4. Active Customer – The Customer must remain active and in good standing throughout the locking period.

5. Compliance – You must remain in full compliance with the terms of this Agreement, and all applicable Program Policies.

Ineligibility for Commission

You will not be eligible for Commission if any of the following apply:

• The transaction involves excluded or non-commissionable products, services, or categories (“Other Products” as designated by us).

• Payment of Commission is disallowed, restricted, or limited by law in your jurisdiction.

• The Customer objects to, prohibits, or excludes such compensation.

• The Customer pays you directly for referrals, or you otherwise receive direct compensation from the Customer.

• The customer requests a refund for their purchase.

• The Commission is generated through fraudulent, deceptive, or manipulative means, including but not limited to:
  • Misuse of Affiliate Links or the Affiliate System,

  • Use of bots, click farms, or artificial traffic,

  • Self-referrals or attempts to earn Commission on your own purchases, or

  • Any activity in violation of Program Policies or this Agreement.

• The Customer is simultaneously enrolled in, or otherwise participates in, one of our other partner programs (including but not limited to the Partner Program, Agency Partner Program, or Sales Referral Program) and is already eligible to receive commission there.

Duplicate or Conflicting Commission

• If you are eligible for revenue share or commission under another one of our programs for the same Customer Transaction, you will not receive an additional Commission under this Agreement.

• In competitive or disputed situations where multiple affiliates claim Commission for the same Customer Transaction, we reserve the right, in our sole discretion, to determine which Affiliate is most eligible to receive Commission. Our determination will be final and binding.

Discretion and Withholding Rights

We reserve the right to:

• Withhold or permanently discontinue Commission payments if eligibility requirements are not met,

• Audit and verify Affiliate activity to ensure compliance, and

• Revoke Commission previously paid if determined to have resulted from ineligible, fraudulent, or prohibited activity

Acceptance and Validity

You will only be eligible for Commission on Customer Transactions derived from Affiliate Leads generated by your Affiliate Link and accepted by us.

An Affiliate Lead is valid and accepted if:

• It is a new potential customer.

• It was not a customer or prospect engaged in our sales process within the past sixty (60) days.

We may, in our discretion, reject Affiliate Leads that do not meet these requirements.

If a lead does not purchase within the timeframe outlined in the Affiliate System (or Program Policies), you will not receive Commission, even if they purchase later. Leads generated after this Agreement is terminated are invalid.

Engagement with Prospects

Once we receive Affiliate Lead information, we may engage directly with the prospect at our discretion. If the lead is not valid, we may still choose to retain it in our database and engage with it independently.

Commission Structure

Standard Affiliates

• 10% commission on direct sales.

• 5% commission on sales generated by affiliates you directly referred (Level 2).

• 2.5% commission on sales generated by affiliates two levels below you (Level 3).

Resellers

• 12.5% commission on direct sales.

• 5% commission on sales generated by affiliates you directly referred (Level 2).

• 2.5% commission on sales generated by affiliates two levels below you (Level 3).

Commission Calculation

Commission shall be calculated solely on the net product cost of a completed and qualifying Customer transaction, exclusive of taxes, duties, surcharges, discounts, and shipping or delivery fees. For the avoidance of doubt, commission is not payable on any portion of an order attributable to VAT, sales tax, customs duties, handling charges, or shipping costs.

Example:

• Order Total: £123.99
• VAT (20%): £20.00
• Shipping: £3.99
• Product Cost (eligible for commission): £100.00
• Commission Rate (10%): £10.00

Accordingly, the commission is earned only on the £100.00 product cost, resulting in £10.00 commission at a 10% rate. The example calculation applies depending on the variable affiliate commission rate.

Commission Amounts & Changes

• We reserve the right, in our sole discretion, to adjust, modify, or change Commission rates, payout thresholds, payment methods, or eligibility criteria at any time.

• Any such changes will apply prospectively and will not affect Commission already earned prior to the effective date of the change.

Payment Requirements

To receive payment of any Commission under this Agreement, you must:

1. Acceptance of Agreement – Have agreed to the terms of this Agreement, typically completed through our website.
   
   ii. Account Setup – Have completed all steps necessary to create and maintain your account on our website, in full compliance with our instructions.
   
   iii. Payment Method – Maintain a valid, current, and functioning payment method registered within the Affiliate Dashboard.

Failure to meet all of the above requirements will prevent the processing and release of any Commission payments.

Requirements for Payment; Forfeiture

• If any of the requirements listed above remain incomplete or outstanding for a period of six (6) months immediately following the close of a qualifying Customer Transaction, your right to receive Commission from that transaction will be permanently and irrevocably forfeited (each, a “Forfeited Transaction”).

• We will have no obligation to pay, and you will have no right to claim, any Commission associated with a Forfeited Transaction.

• Once you fulfill all requirements, you may resume eligibility for Commission on new Customer Transactions. However, you will not be entitled to retroactive Commission on Customers linked to prior Forfeited Transactions.

Commission Payment Terms

• Single Commission Rule – No more than one Commission payment or referral fee will be made per qualifying Customer Transaction, unless we elect otherwise in our sole discretion.

• Currency & Conversion – Commission payments will be made in the currency determined by us or by the Affiliate System. If conversion is required, the exchange rate applied will be determined at the time of payment processing.

• Transaction Validity Period – A transaction must remain valid for 31 days (i.e., not refunded, canceled, or charged back) before any Commission from that transaction is eligible for payout.

• Payment Schedule – Commissions are calculated and paid once per month, generally in the following month for transactions that have cleared the validity period.

Minimum Payout & Payment Methods

• PayPal Payouts (Default) – All Affiliates must maintain a valid PayPal account in the Affiliate System. PayPal is the standard and automatic payout method.

• Minimum Payout Threshold – Commissions will only be paid out once your payable balance reaches the minimum withdrawal threshold of GBP £50, (unless otherwise specified). Balances below this threshold will roll over to the next payout cycle.

• Bank Transfers – Payment to a bank account is permitted only if:
  • You meet a higher minimum withdrawal threshold of £100,( unless otherwise specified),

  • You request such withdrawal manually through our support team, and

  • You acknowledge that such withdrawals are limited to one (1) per calendar month and may involve additional processing time and delays.

• Delays & Fees – Bank transfers may incur additional bank charges, wire transfer fees, or international processing costs, which will be deducted from your payout.

Taxes & Fees

• You are solely responsible for all applicable taxes, duties, levies, governmental charges, and any bank or transfer fees associated with your receipt of Commission.

• All Commission amounts payable by us are calculated as gross amounts and are subject to lawful deductions, withholdings, or offsets.

• We reserve the right to offset against any Commission payments any amounts owed by you to us under this Agreement or otherwise.

Affiliate Responsibilities

Affiliates participating in the Program agree to conduct all activities in a lawful, ethical, and brand-safe manner. You acknowledge that your conduct directly reflects on [Your_Brand], and as such, you accept the following responsibilities:

Marketing Conduct

• Honesty & Transparency – You must always disclose your affiliate relationship in compliance with the U.S. Federal Trade Commission (FTC) guidelines, EU directives, or any applicable local law.

• Prohibited Practices – You may not engage in:
  • Spamming, unsolicited commercial email, or message flooding.

  • False, misleading, or deceptive advertising.

  • Promotion on sites that host illegal, infringing, obscene, defamatory, or hateful content.

  • Use of unauthorized coupons, forced clicks, cookie stuffing, or other fraudulent tracking tactics.

• Ethical Standards – You may not make claims about [Your_Brand] products or services that are untrue, misleading, or not approved by us.

• Fair Competition – You may not bid on our branded terms (or misspellings thereof) in paid search campaigns without express written approval.

Content Creation & Publication

• Compliance with Laws – All materials must comply with advertising standards, consumer protection laws, and intellectual property laws in all jurisdictions where you promote.

• No Negative Branding – Affiliates may not publish or promote content that portrays [Your_Brand] in a disparaging, misleading, or harmful manner.

• Approval Rights – We reserve the right to request the modification or removal of any affiliate-generated content that we determine (in our sole discretion) misrepresents, damages, or conflicts with [Your_Brand].

Pay-Per-Click (PPC) Policy

To protect the integrity of our brand and ensure fair competition, the following PPC restrictions apply to all Affiliates:

Prohibited Keywords

• Affiliates may not bid on our brand name, company name, trademarks, service marks, product names, domain names, or any misspellings, variations, or confusingly similar terms.

• This prohibition includes, but is not limited to:
  • “[Your_Brand]”

  • “[Your_Brand] + coupon”

  • “[Your_Brand] + discount”

  • “[Your_Brand] + free trial”

  • Misspellings, phonetic variations, or domain-level variations of the above.

Ad Copy Restrictions

• Affiliates may not use our brand name, trademarks, or domain name in the headline, display URL, or ad copy of any paid search advertisement without prior written authorization.

• Use of misleading claims, false endorsements, or language that implies official representation of our brand is strictly prohibited.

Direct Linking

• Affiliates may not use direct linking (i.e., linking directly from an ad to our website/domain) unless expressly authorized in writing.

• All PPC traffic must be directed first to the Affiliate’s own landing page before redirecting to our site via their Affiliate link.

Competitor + Brand Bidding

• Affiliates may not bid on competitor brand names in conjunction with our brand name (e.g., “Competitor vs. [Your_Brand]”) in a way that misleads or creates confusion.

Geo-Targeting Restrictions

• Affiliates may not run PPC campaigns targeting regions, markets, or languages specifically restricted by our Program Policies.

Monitoring & Enforcement

We actively monitor PPC activity through automated and manual methods. Violations of this policy may result in:

• Immediate reversal of commissions generated through PPC campaigns in violation.

• Suspension or termination from the Affiliate Program.

• Potential legal action for trademark infringement, false advertising, or unfair competition.

Written Permission

• Any exceptions to this PPC Policy must be requested in writing and approved in advance by our Affiliate Management Team. Approvals, if granted, are case-specific and may be revoked at any time.

Confidentiality

You agree not to disclose, reproduce, or misuse any confidential information received from us, including but not limited to marketing strategies, unpublished assets, internal tools, or customer data.

Affiliate Coupon Policy

We allow the use of affiliate coupons under strict conditions. By participating in the Program, Affiliates agree to comply with the following rules governing the creation, use, and promotion of coupons:

Coupon Creation & Registration

• Authorized Coupons Only – Affiliates may only use official coupon codes generated and registered within our Affiliate system.

• How Coupons Are Issued – Coupon codes are created upon request, subject to our approval, and must be formally linked to the Affiliate’s account by our team.

• Ownership – All coupon codes remain the property of our company and may be revoked, modified, or disabled at any time, at our sole discretion.

• Exclusivity – Some coupons may be designated as “exclusive.” These may only be used by the assigned Affiliate and may not be shared, duplicated, or distributed without express written approval.

Usage Guidelines

• Accurate Promotion – Coupons must only be promoted with truthful, accurate descriptions of the offer. Affiliates may not misrepresent discounts, inflate savings, or imply additional benefits.

• Expiration Dates – Affiliates must clearly display expiration dates and may not promote expired coupons.

• No Stacking – Affiliates may not encourage or advertise “stacking” multiple coupon codes, unless explicitly permitted.

• Placement Restrictions – Coupons must not be promoted in contexts that are misleading, spammy, or unrelated to our brand (e.g., coupon aggregators without approval, classified ads, or unrelated forums).

• Exclusions – Some products, services, or promotions may be excluded from coupon use. Where exclusions apply, they must be respected and disclosed in the affiliate’s promotions.

PPC, SEO & Keyword Restrictions

• Prohibited Keyword Use – Affiliates may not bid on or optimize for keywords such as “[Your_Brand] coupon,” “[Your_Brand] discount,” “[Your_Brand] promo code,” or any confusingly similar variations without prior written authorization.

• Misleading Search Listings – Affiliates may not create web pages, ads, or metadata suggesting the existence of coupons when none are available.

• Brand Protection – Affiliates must not outbid or compete against our official marketing campaigns for branded coupon-related terms.

Coupon & Deal Site Policy

• Pre-Approval Required – Affiliates wishing to list coupons on third-party coupon/deal sites must obtain express written approval.

• Official Distribution – Only company-provided or authorized coupons may appear on such sites. Affiliates are prohibited from creating “fake” or “clickbait” offers.

• Transparency – Any listing must clearly identify the affiliate as the source and must not mislead visitors into believing it is an official company page or campaign.

Compliance & Violations

• Monitoring – We actively monitor coupon usage across channels.

• Invalid Commission – Any commissions generated from unauthorized, expired, misrepresented, or unapproved coupon codes will be voided.

• Immediate Termination – Abuse of coupons (including creating fake deals, violating keyword restrictions, or engaging in deceptive coupon promotion) may result in immediate removal from the Program and forfeiture of unpaid commissions.

How to Request a Coupon

• Affiliates must request coupons via the official support channel or affiliate dashboard.

• Requests should include the purpose of the coupon (e.g., exclusive partner promotion, seasonal campaign).

• Our team will review and, if approved, create the coupon and link it directly to the Affiliate’s account.

• Affiliates will be notified of coupon details (code, value, validity, exclusions, and expiration).

Brand Assets, Copyright, and Trademark Protection

All materials related to [Your_Brand] including but not limited to trademarks, service marks, product names, logos, taglines, graphics, videos, imagery, documents, and other creative assets, remain the sole property of [Your_Brand] and are protected by copyright, trademark, and international intellectual property laws.

Authorized Use

Affiliates may use [Your_Brand] assets only as expressly permitted under this Agreement and only in connection with promoting [Your_Brand] under the Affiliate Program.

• Permitted Uses
  • Official logos, banners, and marketing graphics provided by us within the Affiliate Dashboard > Creatives.

  • Text references to [Your_Brand] products or services in an accurate and truthful manner.

• Prohibited Uses
  • Altering, distorting, or modifying our logos, colors, or designs.

  • Creating derivative works or “lookalike” branding.

  • Registering domains, social handles, or ads that include our trademarks or confusingly similar variations.

  • Using our branding in any context that suggests sponsorship, partnership, or endorsement outside the Affiliate Program.

Co-Branding & Representation

Affiliates may not create co-branded materials (e.g., combining [Your_Brand] logos with other logos, icons, or marks) without written permission. At no time may Affiliates present themselves as employees, agents, or official representatives of [Your_Brand].

Branding & Imagery Use Policy

To preserve the integrity of [Your_Brand] identity, Affiliates must follow the following standards when using approved brand assets:

Logos

• Only use official logo files provided by us.

• Maintain aspect ratio—logos must not be stretched, skewed, or compressed.

• Maintain clear space—no text, images, or borders should crowd the logo.

• Use approved colors only—no recoloring, gradients, or overlays unless specifically approved.

• Do not place logos on backgrounds that reduce visibility, clash with brand colors, or imply co-branding.

Typography & Colors

• Use only brand-approved fonts and colors where provided in official guidelines.

• Do not substitute custom typefaces or recolored brand elements in a way that alters brand identity.

Imagery

• Any photos, product renders, or lifestyle imagery provided by [Your_Brand] must not be cropped, distorted, watermarked, or altered without approval.

• No stock photography or AI-generated imagery may be used in a way that falsely represents our products or services.

Promotional Materials

• Affiliates may use text links, graphics, and promotional assets provided by us or create their own only if compliant with this Agreement.

• All self-created content must:
  • Be factually accurate.

  • Maintain brand consistency.

  • Avoid claims of performance, guarantee, or warranty not stated by us.

Enforcement & Remedies

We reserve the right to:

• Require immediate removal or correction of non-compliant content.

• Suspend or terminate Affiliate accounts for repeated violations.

• Pursue legal remedies in cases of infringement, misrepresentation, or unauthorized commercial use.

Proprietary Rights

[Your_Brand] Proprietary Rights

No license to any software, platform, or technology is granted to you under this Agreement, except as expressly authorized for participation in the Affiliate Program. All [Your_Brand] products, services, software, documentation, creative assets, and materials (collectively, the “[Your_Brand] Products”) are protected by copyright, trademark, and other intellectual property laws.

The [Your_Brand] Products belong solely to [Your_Brand] and/or its licensors (if any). We retain all ownership, title, and interest in and to the [Your_Brand] Products, including but not limited to all patents, copyrights, trade secrets, trademarks, service marks, logos, and other proprietary rights.

You agree that you will not:

• Copy, modify, rent, lease, sell, distribute, sublicense, publicly display, or create derivative works based on any [Your_Brand] Products, in whole or in part.

• Use any [Your_Brand] Content (including text, graphics, video, audio, or software) except as expressly authorized in writing by us.

• Attempt to reverse engineer, decompile, or otherwise extract source code or confidential information from [Your_Brand] Products.

Use of [Your_Brand] trademarks, service marks, logos, or other brand assets is strictly governed by the Branding & Imagery Use Policy and this Agreement. Any unauthorized use is strictly prohibited and may result in immediate termination of your Affiliate account and legal action.

Customer Rights

As between [Your_Brand], Affiliates, and Customers:

• Customers retain full ownership and control of their Customer Data.

• Nothing in this Agreement transfers ownership of Customer Data to Affiliates.

• Affiliates have no rights to access, modify, or retain Customer Data outside what is expressly provided through the Affiliate Program.

For the avoidance of doubt, Affiliates may only access Customer-related information necessary for commission attribution through the Affiliate System. All Customer accounts, portals, and data remain the sole property of the Customer.

Confidentiality

Definition of Confidential Information

“Confidential Information” means all non-public, confidential, or proprietary information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether disclosed orally, visually, electronically, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information includes, without limitation:

• [Your_Brand] customer and prospect information, whether or not specifically marked as confidential.

• Business plans, financial data, technical information, trade secrets, and strategies.

• Affiliate-related data, including but not limited to tracking, reporting, and commission structures.

Confidential Information does not include information that:

1. Becomes publicly available through no breach of this Agreement by the Receiving Party;

2. Was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party;

3. Is lawfully obtained by the Receiving Party from a third party without restriction on disclosure; or

4. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Obligations of the Receiving Party

The Receiving Party agrees to:

• Use the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own confidential information, but never less than reasonable care;

• Use the Confidential Information solely for purposes of performing under this Agreement;

• Not disclose Confidential Information to any third party without prior written consent of the Disclosing Party;

• Limit access to Confidential Information to employees, contractors, and agents who need-to-know for the purpose of carrying out this Agreement, and who are bound by confidentiality obligations at least as restrictive as those herein.

The Receiving Party may disclose Confidential Information if required to do so by applicable law, regulation, subpoena, or court order, provided it gives prompt written notice (where legally permitted) to allow the Disclosing Party an opportunity to seek protective measures.

Survival

The confidentiality obligations in this Section shall survive termination or expiration of this Agreement for a period of five (5) years, or indefinitely in the case of trade secrets, customer data, or proprietary business strategies.

Opt Out and Unsubscribing

Affiliates must comply at all times with all applicable laws, regulations, and industry standards concerning marketing communications, including but not limited to: opt-out requests, unsubscribe requirements, “do not call” directives, and “do not send” preferences.

You agree to:

• Promptly honor and process all unsubscribe, opt-out, and suppression requests, no later than the timeframe required by law (e.g., within 10 business days for email communications under CAN-SPAM).

• Maintain and regularly update suppression lists to ensure no communications are sent to individuals who have opted out.

• Not attempt to override, ignore, or circumvent unsubscribe or opt-out mechanisms.

• Establish and maintain systems, processes, and controls sufficient to ensure full compliance with applicable data protection and privacy regulations (including but not limited to GDPR, CAN-SPAM, and other relevant frameworks).

Failure to comply with this section may result in immediate suspension or termination of your participation in the Affiliate Program, forfeiture of unpaid commissions, and potential legal action.

Term and Termination

Term

This Agreement begins on the date you join the [Your_Brand] Affiliate Program and continues until terminated in accordance with this Section.

Termination Without Cause

Either party may terminate this Agreement for any reason (or no reason) by providing fifteen (15) days’ prior written notice to the other party.

Termination Due to Agreement Changes

If [Your_Brand] updates or replaces this Agreement, you may terminate by giving us five (5) days’ written notice, provided that notice is sent within ten (10) days after we notify you of the change.

Termination for Cause

[Your_Brand] may terminate this Agreement immediately, or within a specified notice period, under the following circumstances:

1. Material Breach – Thirty (30) days’ notice if you materially breach this Agreement and fail to cure within that period.

2. Non-Payment – Fifteen (15) days’ notice if you owe amounts to [Your_Brand] and remain unpaid.

3. Insolvency – Immediately, if you become insolvent, file for bankruptcy, or undergo liquidation, receivership, or assignment for creditors.

4. Subscription Breach – Immediately, if you breach the terms of any subscription agreement with [Your_Brand], including non-payment.

5. Reputation Risk – Immediately, if we determine, at our sole discretion, that your conduct has, or could reasonably be expected to have, a negative effect on [Your_Brand], our prospects, or our customers.

Effects of Termination or Expiration

Upon termination or expiration of this Agreement:

• Commission Eligibility:
  • If terminated without cause by us, with cause by you, or by you under (Agreement Changes), you remain eligible for Commission on qualifying Customer Transactions recognized by [Your_Brand] within thirty (30) days after termination/expiration.

  • If terminated without cause by you or for cause by us, all Commission rights end immediately on the termination date.

  • You will not receive Commissions for transactions recognized more than thirty (30) days after termination or expiration.

  • You are never entitled to duplicate commissions if you are also eligible for revenue share or fees under another [Your_Brand] program (e.g., Partner Program).

• Affiliate Leads: After termination or expiration, Affiliate Leads will no longer be considered valid. [Your_Brand] may continue to engage with such prospects independently.

• Tools & Branding: You must immediately discontinue use of, and delete, all Affiliate Systems, links, and any references to the [Your_Brand] Affiliate Program from your websites, marketing, and other materials.

• Trademarks: You must immediately cease all use of [Your_Brand] trademarks, names, and logos.

• Customer Contracts: Termination of this Agreement does not affect any active Customer subscription or agreement with [Your_Brand].

Affiliate Representations and Warranties

By participating in the [Your_Brand] Affiliate Program, you represent and warrant that:

Rights & Permissions

• You have all necessary rights, licenses, and permissions to participate in the Affiliate Program.

• Your participation does not conflict with any other agreements or obligations you may have.

• You own, or have sufficient rights to use, and to grant to [Your_Brand] the right to use, your Affiliate Marks.

Regulatory Compliance

• You will comply with all applicable laws, regulations, and trade requirements, including disclosure rules (e.g., clearly stating your participation in the Affiliate Program where Affiliate Links are used).

Accuracy & Transparency

• You will provide accurate details in the Affiliate System, including all websites and domains where Affiliate Links are used.

• You will not attempt to mask, obscure, or misrepresent referring URLs.

Prohibited Practices

You agree that you will not:

• Purchase paid ads that compete with [Your_Brand]’s own advertising (including on branded keywords).

• Engage in cookie stuffing, pop-ups, misleading or deceptive links.

• Use your own Affiliate Links to purchase [Your_Brand] products or services for yourself.

• Use mechanisms designed to generate leads through non-consumer means, including:
  • Compilations of personal data (e.g., phonebooks or scraped lists).

  • Fake redirects, robots, iframes, hidden frames, or automated tools.

  • Incentives offered solely to manipulate purchases or signups.

Indemnification

You agree to indemnify, defend, and hold harmless [Your_Brand], its officers, directors, employees, agents, service providers, licensors, and affiliates, from and against any third-party claim, action, suit, or proceeding (“Claim”) to the extent arising from or related to:

1. Your participation in the Affiliate Program.
   b. [Your_Brand]’s use of any prospect or lead data you provide.
   c. Your breach or violation of this Agreement.
   d. Your misuse of the Affiliate System.
   e. [Your_Brand]’s authorized use of your Affiliate Marks.

Conditions:

• Notice: [Your_Brand] will notify you in writing within thirty (30) days of becoming aware of any Claim.

• Control: You will have sole control over the defense and settlement of the Claim.

• Assistance: [Your_Brand] will provide you with reasonable information and assistance (at your expense).

• Restrictions: You may not settle any Claim without [Your_Brand]’s prior written consent if the settlement:
  1. Imposes an obligation on [Your_Brand];

  2. Requires [Your_Brand] to make an admission of liability; or

  3. Places restrictions on [Your_Brand] beyond the scope of this indemnification.

Disclaimers; Limitations of Liability

Disclaimer of Warranties

The Affiliate Program, Affiliate System, and all [Your_Brand] products, services, and content are provided “as is” and “as available.”

To the fullest extent permitted by law, [Your_Brand] and its affiliates, licensors, and agents disclaim all warranties, express or implied, including but not limited to:

• Merchantability, fitness for a particular purpose, title, and non-infringement.

• Reliability, availability, timeliness, accuracy, or security of the Affiliate Program, Affiliate System, or any associated APIs.

We make no guarantee that the Affiliate System or APIs will always be available, uninterrupted, or error-free.

No Indirect Damages

To the maximum extent permitted by law, neither party shall be liable for:

• Indirect, incidental, special, punitive, or consequential damages, including lost profits, revenue, goodwill, or business opportunities, even if advised of the possibility of such damages.

Limitation of Liability

If, notwithstanding this Agreement, [Your_Brand] is found liable to you or any third party, the total aggregate liability shall be limited to:

the total Commission actually earned by you for the Customer Transactions giving rise to the claim during the twelve (12) months immediately preceding the event.

Affiliate System

• We make no promise that the Affiliate Systems will be constantly available, and we reserve the right to discontinue or restrict access at our discretion.

• We disclaim all liability for any issues, downtime, errors, or losses resulting from your use of the Affiliate System.

Cookie Duration

Affiliate tracking cookies have a fixed duration. If a customer clears or blocks cookies during this period, [Your_Brand] shall not be liable for any Commission you may have otherwise earned.

Non-Disclosure, Non-Compete, and Non-Solicitation

Non-Disclosure

Confidential Information. During and after the term of this Agreement, you agree to maintain the strict confidentiality of all proprietary, sensitive, or non-public information belonging to [Your_Brand], its affiliates, clients, or partners (“Confidential Information”). Confidential Information includes, but is not limited to: business plans, pricing structures, marketing strategies, trade secrets, customer data, financial information, technology, and any other information that is not publicly available.

Use Restrictions. You agree not to use Confidential Information for any purpose other than fulfilling your obligations under this Agreement. Disclosure to third parties is strictly prohibited unless expressly authorized in writing by [Your_Brand].

Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement, (b) was lawfully known to you prior to disclosure, or (c) is lawfully obtained from a third party without restriction.

Survival. These obligations survive for five (5) years following termination or expiration of this Agreement.

Non-Compete

Restriction on Competition. For a period of five (5) years following termination or expiration of this Agreement, you agree not to, directly or indirectly, engage in, own, manage, operate, consult, advise, or participate in any business that competes with the core products, services, or programs of [Your_Brand] that were promoted under this Agreement.

Scope of Restriction. This restriction applies within all geographic regions where [Your_Brand] conducts business, markets, or sells its products and services.

Acknowledgement. You acknowledge that this restriction is reasonable and necessary to protect the legitimate business interests, goodwill, and confidential information of [Your_Brand].

Non-Solicitation

Clients and Customers. You agree that, for a period of five (5) years following termination or expiration of this Agreement, you will not, directly or indirectly, solicit, divert, or attempt to solicit or divert any client, customer, or prospective customer of [Your_Brand] that you had access to or became aware of through your participation in the Affiliate Program.

Employees, Contractors, and Affiliates. For the same five-year period, you agree not to solicit, recruit, or encourage any employee, contractor, or affiliate of [Your_Brand] to terminate their relationship with [Your_Brand] or to work with a competitor.

Remedies

Injunctive Relief. You acknowledge that a breach of this section will cause irreparable harm to [Your_Brand] for which monetary damages may be inadequate. Accordingly, [Your_Brand] will be entitled to seek immediate injunctive relief, in addition to any other remedies available at law or in equity.

Survival. The restrictions set forth in this section survive the termination or expiration of this Agreement for five (5) years.

General Terms

Amendment; No Waiver

We may update or replace this Agreement at any time. Updated terms will be made available to you through the Affiliate System and/or by email. Unless otherwise stated, changes take effect the next business day after notice is provided. The “Last Modified” date will always indicate the most recent version posted at [Your_Brand’s Legal Page URL].

Your continued participation in the Affiliate Program after changes are posted constitutes acceptance of the updated Agreement. If you do not agree, you may terminate participation as described in this Agreement.

No delay in enforcing any right or remedy, nor any waiver on a single occasion, shall constitute a waiver of rights on any other occasion.

Governing Law and Jurisdiction

This Agreement is governed by the laws of England & Wales, without regard to its conflict of law rules.

Any dispute arising from or relating to this Agreement shall be brought exclusively in the courts of England, and each party consents to the jurisdiction of those courts.

Force Majeure

Neither party will be liable for delays or failures in performance caused by events beyond reasonable control, including acts of war, terrorism, sabotage, natural disasters, power or internet outages not caused by the obligated party, governmental restrictions, or other unforeseeable circumstances. Each party shall use reasonable efforts to mitigate the impact of such events.

Actions Permitted

Except for actions relating to nonpayment or violation of proprietary rights, no action may be brought under this Agreement more than one (1) year after the cause of action accrued.

Relationship of the Parties

This Agreement does not create a partnership, joint venture, agency, or employment relIndependent Contractor Status.

The Affiliate acknowledges and agrees that they are acting as an independent contractor and not as an employee, partner, joint venturer, or agent of [Your_Brand]. Nothing in this Agreement shall be construed to create any employment relationship, partnership, joint venture, or agency between the Parties. 

The Affiliate shall have no authority to bind [Your_Brand] in any manner, and the Affiliate is solely responsible for all taxes, national insurance contributions, and any other statutory obligations arising from payments received under this Agreement.

Audit / Verification Rights

[Your_Brand] reserves the right, upon reasonable notice and during normal business hours, to audit and verify the Affiliate’s promotional methods, traffic sources, and related records to ensure compliance with this Agreement. 

If [Your_Brand] reasonably suspects fraudulent activity, misuse of the Affiliate Program, or violation of applicable laws or regulations, the Affiliate shall fully cooperate with any such audit or investigation. 

[Your_Brand] may, at its sole discretion, withhold commission payments during the period of investigation and permanently withhold or claw back commissions found to have been generated through fraudulent, deceptive, or prohibited means.

Assignment & Transfer

The Affiliate may not assign, transfer, delegate, or otherwise dispose of this Agreement or any of its rights or obligations hereunder, whether voluntarily or by operation of law, without the prior written consent of [Your_Brand]. Any attempted assignment in violation of this clause shall be null and void. [Your_Brand] may assign or transfer this Agreement, in whole or in part, at its sole discretion and without restriction.ationship between you and [Your_Brand].

Compliance with Laws

You agree to comply with all applicable laws, rules, and regulations in connection with your participation, including but not limited to data protection, privacy, anti-spam, and export control laws.

You must not engage in deceptive, misleading, illegal, or unethical marketing practices or any activity that could harm [Your_Brand], our reputation, customers, or the public.

Where applicable, you must comply with the sanctions programs administered by relevant authorities (including the U.S. Office of Foreign Assets Control (OFAC)), and you may not export or re-export products or services to prohibited jurisdictions or individuals.

Severability

If any provision of this Agreement is held invalid or unenforceable, the remainder will remain in full force, and the invalid provision shall be replaced with an enforceable one that most closely reflects the original intent.

Notices

Notices will be deemed delivered upon receipt when sent:

• To [Your_Brand]: at the contact address published on our official website, Attention: Legal Department.

• To You: at the address, email, or phone number provided in your affiliate account.

We may also provide notices to you electronically through the Affiliate System.

Entire Agreement

This Agreement constitutes the entire agreement between you and [Your_Brand] regarding the Affiliate Program, superseding all prior proposals, agreements, or understandings (whether written, electronic, or oral).

Translated versions may be provided for convenience only; the English version governs in case of conflict.

Assignment

You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement to any affiliate, or in connection with a merger, acquisition, or sale of substantially all our assets.

No Third-Party Beneficiaries

This Agreement does not create any rights for third parties.

Program Policies

Your participation is subject to our Program Policies, which may be updated from time to time and are incorporated into this Agreement by reference.

No Licenses

Except as expressly stated, no rights or licenses are granted to you under this Agreement with respect to our products, services, trademarks, or intellectual property.

Sales by [Your_Brand]

Nothing in this Agreement restricts our right to sell products or services directly or indirectly to any customer.

Authority

Each party represents that it has the full legal authority to enter into this Agreement, and that this Agreement is binding and enforceable.

Survival

The following sections shall survive expiration or termination: Commission and Payment, Proprietary Rights, Confidentiality, Effects of Termination/Expiration, Indemnification, Disclaimers & Limitation of Liability, Non-Solicitation, and General.

Data Processing & Protection

To the extent that either party provides Personal Data in connection with the Affiliate Program, each party shall act as an independent controller (not joint controllers) and process such data in compliance with applicable data protection laws, solely for the purposes described in this Agreement.

Feedback & Suggestions

We welcome feedback, ideas, and suggestions from Affiliates, customers, and partners to improve our products and services. By submitting any comments, feedback, or suggestions to [Your_Brand], you acknowledge and agree that:

• Such submissions are non-confidential and non-proprietary.

• [Your_Brand] will own all rights, title, and interest in and to any feedback, ideas, or suggestions you provide.

• We may freely use, implement, and incorporate your submissions into our products, services, or business operations without obligation or compensation to you.

Electronic Agreement

By submitting an application to the Program, creating an Affiliate account, or participating in any way, you acknowledge and agree that this Agreement constitutes a legally binding electronic contract. 

This electronic Agreement has the same force and effect as a written contract signed in ink. By your participation, you consent to the use of electronic records, signatures, and communications in connection with this Agreement and your activities under the Program.