Affiliate Program Agreement

This Affiliate Program Agreement ("Agreement") governs participation in the affiliate program (the "Program") operated by the program operator identified at the time of enrollment ("Company," "we," "us," or "our"). This Agreement is entered into by and between Company and the individual or entity applying to or participating in the Program ("Affiliate," "you," or "your").

By submitting an application to the Program, accepting enrollment in the Program, or participating in the Program, Affiliate agrees to be bound by this Agreement.

1. Definitions

For purposes of this Agreement:

1.1 "Affiliate Content" means any content, communication, advertisement, post, review, article, email, social media content, video, website content, or other promotional material created, published, distributed, or used by Affiliate in connection with the Program.

1.2 "Affiliate Link" means a unique tracking link, code, or other attribution mechanism provided or approved by Company for use by Affiliate in connection with the Program.

1.3 "Applicable Laws" means all laws, regulations, codes, regulatory guidance, and binding industry rules applicable to the parties' activities under this Agreement, including those relating to advertising, consumer protection, unfair commercial practices, privacy, data protection, electronic communications, anti-spam, sanctions, tax, and intellectual property.

1.4 "Commission" means the compensation payable to Affiliate for Qualified Transactions in accordance with this Agreement and any Program terms communicated by Company.

1.5 "Customer" means an end user who completes a Qualified Transaction through a valid Affiliate Link or other approved attribution method.

1.6 "Net Sales" means the amounts actually received and retained by Company from Qualified Transactions, excluding VAT, sales tax, GST, shipping and delivery charges, customs duties, handling charges, returns, refunds, chargebacks, cancelled transactions, discounts, promotional credits, fraudulent transactions, and any amounts not finally retained by Company.

1.7 "Program Materials" means Company-provided or Company-approved marketing assets, trademarks, trade names, logos, product descriptions, creative assets, and other materials made available for Affiliate's use under this Agreement.

1.8 "Qualified Transaction" means a completed and fully paid transaction by a Customer that is properly tracked through a valid Affiliate Link or other approved attribution method, complies with this Agreement and Program rules, and is not excluded under this Agreement.

1.9 "Territory" means the jurisdictions in which Affiliate promotes the Program or Company products or services.

2. Program Enrollment and Acceptance

2.1 Application. Participation in the Program requires submission of an application through Company's designated enrollment process and provision of complete and accurate business, tax, payment, and contact information.

2.2 Approval. Company may approve or reject any application based on reasonable business, legal, compliance, fraud-prevention, or brand-safety considerations.

2.3 No Guarantee of Acceptance or Continuation. Acceptance into the Program does not guarantee continued participation, any minimum level of sales, or any minimum level of Commission.

2.4 Ongoing Eligibility. Affiliate must remain in compliance with this Agreement, all Program rules, and all Applicable Laws at all times.

2.5 Accuracy of Information. Affiliate must promptly update any information previously provided to Company if it becomes inaccurate, incomplete, or outdated.

3. Relationship of the Parties

3.1 Independent Contractor. Affiliate is an independent contractor and not an employee, agent, representative, joint venturer, franchisee, or partner of Company.

3.2 No Authority. Affiliate has no authority to bind Company, negotiate on Company's behalf, make warranties or representations on Company's behalf, or modify Company's terms, pricing, policies, or offerings.

3.3 No Exclusivity. This Agreement is non-exclusive. Either party may enter into similar arrangements with third parties.

3.4 Affiliate Responsibility. Affiliate is solely responsible for its own business operations, personnel, expenses, tax filings, content, advertising practices, disclosures, and compliance with Applicable Laws.

4. Affiliate Obligations and Standards of Conduct

Affiliate agrees to:

4.1 Lawful and Professional Conduct. Conduct all promotional activities in a lawful, professional, accurate, and good-faith manner.

4.2 Accurate Information. Provide complete and accurate information in connection with Program participation and promptly correct any inaccurate information.

4.3 Brand Protection. Avoid conduct that is misleading, unlawful, deceptive, defamatory, harmful to Company's reputation, or inconsistent with Company's brand standards.

4.4 No Fraud or Manipulation. Not engage in fraudulent, abusive, deceptive, or manipulative practices, including cookie stuffing, click fraud, lead fraud, fake reviews, false testimonials, undisclosed paid endorsements, impersonation, domain spoofing, or any artificial inflation of traffic or conversions.

4.5 No Unauthorized Representations. Not make statements about Company or its products or services that are false, misleading, unsubstantiated, or inconsistent with official Company information.

4.6 Cooperation. Promptly cooperate with any reasonable Company request relating to compliance verification, content corrections, tax information, payment information, traffic-source review, or investigation of suspected misconduct.

5. Marketing and Promotion Guidelines

5.1 Permitted Promotion. Subject to this Agreement, Affiliate may promote Company products or services using Affiliate Links and Program Materials, and may create its own Affiliate Content provided such content is accurate, lawful, brand-appropriate, and compliant with this Agreement.

5.2 Required Disclosures. Affiliate must clearly and prominently disclose its commercial relationship with Company in all Affiliate Content where required by Applicable Laws. Such disclosure must be made in a clear, timely, and understandable manner appropriate to the platform and audience.

5.3 Identifiable Advertising. Affiliate must ensure that commercial communications are clearly identifiable as advertising or promotional content where required by Applicable Laws, and that the identity of Company as the promoted business is not obscured or misrepresented.

5.4 Offer Transparency. If Affiliate refers to pricing, discounts, gifts, promotions, savings, or special offers, Affiliate must present all material terms and conditions clearly and accurately and must not omit any material limitation, qualification, or condition.

5.5 Prohibited Activities. Affiliate may not, unless expressly authorized in writing by Company:

a. send unsolicited bulk email, text messages, or other prohibited direct marketing communications

b. bid on Company trademarks, trade names, brand terms, or confusingly similar terms in paid search advertising

c. use domains, social media handles, usernames, pages, or profiles that are identical or confusingly similar to Company trademarks or branding

d. impersonate Company or suggest that Affiliate is Company or officially employed by, sponsored by, or authorized to speak for Company beyond participation in the Program

e. use misleading pricing, false scarcity claims, unsubstantiated performance claims, false guarantees, false endorsements, or fake consumer-style content

f. use adware, spyware, forced redirects, hidden iframes, browser extensions, or other deceptive technical means

g. promote Company in connection with unlawful, offensive, discriminatory, infringing, or otherwise inappropriate content

5.6 Direct Marketing Compliance. If Affiliate uses email, SMS, messaging, or similar direct communications to promote Company, Affiliate is solely responsible for obtaining any legally required consents, providing all legally required notices, and maintaining legally compliant unsubscribe or opt-out mechanisms.

5.7 Content Review and Correction. Company may request removal, correction, or suspension of Affiliate Content that Company reasonably believes is inaccurate, non-compliant, infringing, misleading, harmful to Company, or otherwise inconsistent with this Agreement. Except in cases of fraud, illegality, urgent brand-safety concerns, or significant compliance risk, Company will ordinarily provide Affiliate a reasonable opportunity to cure before taking further action.

6. Commission Structure and Qualified Transactions

6.1 Commission Basis. Commissions are calculated as the applicable Commission rate multiplied by Net Sales from Qualified Transactions.

6.2 VAT Exclusion. For clarity, Commissions are calculated on Net Sales excluding VAT and any other applicable sales taxes.

6.3 Qualification Conditions. A transaction qualifies only if it is properly tracked through a valid Affiliate Link or other approved attribution method, is completed and fully paid, is not cancelled or refunded, and is not otherwise excluded under this Agreement or the Program rules.

6.4 Excluded Transactions. Qualified Transactions do not include, unless expressly approved in writing by Company:

a. self-purchases by Affiliate or purchases made by persons acting on Affiliate's behalf

b. fraudulent, suspicious, duplicated, incomplete, disputed, or unpaid transactions

c. returned, refunded, charged back, or cancelled transactions

d. transactions generated through prohibited traffic sources or non-compliant promotion methods

e. transactions attributed to another partner, campaign, channel, or internal exclusion rule under Company's attribution model

6.5 Attribution Window. Qualified Transactions must occur within the attribution window communicated by Company for the Program. Company may update the attribution window on prior notice in accordance with Section 15.

6.6 Commission Rates and Program Terms. Commission rates, exclusions, categories, bonus opportunities, payout thresholds, and any special rules may be communicated separately by Company and form part of this Agreement.

6.7 Company Records. Company will use its tracking systems, platform records, and payment records to determine Qualified Transactions and Commissions. Those records will control unless Affiliate provides reasonable documented evidence of a material error within the applicable dispute period.

6.8 Statement Review. Affiliate must notify Company in writing of any good-faith dispute regarding a Commission statement within thirty (30) days after the statement is made available. After that time, the statement will be deemed accepted except in cases of manifest error.

7. Payment Terms, Invoicing, and Taxes

7.1 Payment Schedule. Subject to this Agreement, Company will pay approved Commissions on a monthly basis after the close of the applicable period and after any applicable validation, return, refund, or chargeback hold period.

7.2 Minimum Threshold. Company may establish and communicate a minimum payout threshold. If the threshold is not met, approved Commissions will roll forward to the next payment period.

7.3 Payment Method. Payments will be made using the payment method designated by Company, provided Affiliate has supplied all required payment, tax, and account details.

7.4 Invoicing. Where required by Applicable Laws, Affiliate shall provide a valid and accurate invoice before payment is processed. Affiliate is responsible for ensuring that any invoice submitted complies with applicable tax and invoicing requirements.

7.5 VAT and Similar Taxes. Unless otherwise required by Applicable Laws, Commissions are calculated exclusive of VAT and other similar indirect taxes. If VAT or a similar tax is properly chargeable on Affiliate's services, the parties will handle invoicing and payment in accordance with Applicable Laws, including any reverse-charge rules where applicable.

7.6 Affiliate Taxes. Affiliate is solely responsible for all taxes, levies, duties, social charges, and similar obligations arising from Commissions paid to Affiliate, except for taxes that Company is required by law to withhold.

7.7 Withholding Rights. Company may withhold taxes or other amounts where required by law and may request tax forms, registration details, or supporting documentation before making payment.

7.8 Missing Information. Company may delay payment until Affiliate has provided all reasonably requested payment, tax, identity, and compliance information.

8. Returns, Chargebacks, Withholding, and Adjustments

8.1 Adjustments. Company may reverse, reduce, or adjust Commissions for returns, refunds, chargebacks, cancellations, fraud, duplicate crediting, pricing errors, invalid transactions, or calculation errors.

8.2 Offset. Company may offset any overpayment or valid adjustment against future Commissions.

8.3 Withholding Pending Investigation. Company may temporarily withhold unpaid Commissions if Company reasonably suspects fraud, material breach, unlawful conduct, or other serious non-compliance pending investigation.

8.4 Statement Detail. Company will reflect material Commission reversals or adjustments in a subsequent statement or other reasonably available reporting.

9. Intellectual Property and Brand Usage

9.1 Limited License. Company grants Affiliate a limited, non-exclusive, non-transferable, revocable license during the term of this Agreement to use Program Materials solely for authorized participation in the Program and in accordance with this Agreement and any brand guidelines provided by Company.

9.2 Restrictions. Affiliate may not:

a. modify Program Materials in a misleading, non-compliant, or brand-inconsistent manner

b. use Company intellectual property outside the scope of this Agreement

c. register or use trademarks, trade names, domains, social media handles, account names, or other identifiers that are identical or confusingly similar to Company branding, except as expressly authorized in writing

d. challenge, contest, or assist others in challenging Company's ownership of its intellectual property

9.3 Ownership. All right, title, and interest in and to Company's intellectual property, Program Materials, and related goodwill remain exclusively with Company.

9.4 Revocation. Company may revoke Affiliate's right to use any Program Materials at any time if Company reasonably believes continued use is non-compliant, misleading, infringing, harmful to the brand, or otherwise inconsistent with this Agreement.

10. Compliance with Laws, Advertising Rules, and Consumer Protection

10.1 General Compliance. Affiliate shall comply with all Applicable Laws in each jurisdiction where Affiliate promotes Company or Company products or services.

10.2 Advertising and Endorsements. Affiliate must ensure that all Affiliate Content, endorsements, testimonials, reviews, and other promotional communications are truthful, not misleading, and compliant with all applicable advertising, influencer-marketing, and endorsement requirements.

10.3 Consumer Fairness. Affiliate shall not engage in unfair, misleading, hidden, or aggressive commercial practices, including false scarcity claims, misleading discount claims, omission of material information, fake reviews, fabricated testimonials, or deceptive presentation of sponsored content as independent editorial or consumer opinion.

10.4 Pricing and Product Claims. Affiliate may refer to product pricing, features, benefits, compatibility, performance, or availability only if such information is accurate, current, and substantiated, and only in a manner that does not mislead consumers.

10.5 Regulatory Cooperation. Affiliate must promptly notify Company if Affiliate becomes aware of any regulatory inquiry, complaint, claim, investigation, or enforcement issue relating to Affiliate's promotion of Company under this Agreement.

11. Data Protection and Privacy

11.1 Independent Compliance. Each party shall comply with Applicable Laws relating to privacy, personal data, cookies, tracking technologies, electronic communications, and data protection in connection with its activities under this Agreement.

11.2 Roles of the Parties. Unless expressly agreed otherwise in writing, each party acts as an independent controller of any personal data it collects or processes for its own purposes in connection with the Program.

11.3 No Unauthorized Data Sharing. Affiliate shall not provide Company with personal data relating to prospective or referred customers except where expressly authorized by Company and permitted by Applicable Laws.

11.4 Lawful Collection and Use. Affiliate is solely responsible for ensuring that any personal data, tracking technologies, audience targeting, email marketing, retargeting, or analytics used by Affiliate in connection with the Program are collected and used lawfully, including obtaining any required notices, consents, or permissions.

11.5 Processor Relationship. If Affiliate processes personal data on behalf of Company, the parties shall enter into a separate written data processing agreement before such processing begins.

11.6 International Transfers. Where personal data is transferred across borders in connection with the Program, each party shall ensure that any required transfer mechanism or safeguard is in place under Applicable Laws.

12. Confidentiality

12.1 Confidential Information. Affiliate may receive confidential or proprietary information relating to Company, the Program, business operations, pricing, commissions, customer information, future plans, or technology ("Confidential Information").

12.2 Use and Protection. Affiliate shall protect Confidential Information using reasonable care, shall use it only as necessary for participation in the Program, and shall not disclose it to any third party except as required by law.

12.3 Exclusions. Confidential Information does not include information that:

a. is or becomes public through no breach of this Agreement

b. was lawfully known to Affiliate before disclosure by Company

c. is lawfully received from a third party without restriction

d. is independently developed without use of Company's Confidential Information

12.4 Required Disclosure. If Affiliate is required by law to disclose Confidential Information, Affiliate shall, where legally permitted, provide prompt notice to Company and disclose only the portion legally required.

12.5 Survival. The confidentiality obligations in this Section survive termination of this Agreement for three (3) years, except for trade secrets, which remain protected for so long as they remain trade secrets under Applicable Laws.

13. Term, Suspension, Termination, and Effect of Termination

13.1 Term. This Agreement begins when Affiliate accepts it or participates in the Program and continues until terminated in accordance with this Agreement.

13.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon fourteen (14) days' written notice to the other party.

13.3 Immediate Suspension or Termination. Company may suspend Affiliate's participation in the Program or terminate this Agreement immediately if Company reasonably believes that Affiliate has engaged in fraud, unlawful conduct, material breach, undisclosed advertising, intellectual property misuse, brand impersonation, serious reputational harm, or other significant compliance risk.

13.4 Opportunity to Cure. Where a breach is capable of cure and does not involve fraud, illegality, serious compliance risk, or urgent brand-safety concerns, Company will ordinarily provide Affiliate a reasonable opportunity to cure before termination.

13.5 Effect of Termination. Upon termination or suspension:

a. Affiliate must immediately cease use of Affiliate Links and Program Materials

b. Affiliate must remove or disable references to the Program as reasonably requested by Company

c. all rights granted to Affiliate under this Agreement end immediately

d. Company may deactivate tracking, links, and attribution tools

13.6 Payment Following Termination. Company will pay valid, approved, unpaid Commissions accrued before termination in the ordinary payment cycle, subject to this Agreement, including any hold periods, withholding rights, investigation rights, reversals, offsets, and minimum thresholds. No Commission is payable on transactions completed after termination unless expressly approved by Company.

14. Limitation of Liability

14.1 Exclusion of Certain Damages. To the maximum extent permitted by Applicable Laws, Company shall not be liable for any indirect, incidental, special, punitive, or consequential damages, or for any loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption arising out of or in connection with the Program or this Agreement.

14.2 Liability Cap. To the maximum extent permitted by Applicable Laws, Company's aggregate liability arising out of or in connection with this Agreement shall not exceed the total Commissions paid or payable to Affiliate under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

14.3 Non-Excludable Liability. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under Applicable Laws.

15. Indemnification

15.1 Affiliate Indemnity. Affiliate shall indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, agents, and representatives from and against any third-party claims, demands, actions, liabilities, losses, damages, judgments, settlements, fines, penalties, costs, and expenses, including reasonable legal fees, arising out of or related to:

a. Affiliate's breach of this Agreement

b. Affiliate Content or promotional activities

c. Affiliate's violation of Applicable Laws

d. infringement or alleged infringement of third-party rights by Affiliate Content or Affiliate conduct

e. Affiliate's misuse of Program Materials or Company's intellectual property

f. Affiliate's violation of privacy, data protection, advertising, or consumer protection obligations

15.2 Procedure. Company will provide reasonable notice of any claim for which it seeks indemnification, provided that delay in notice will not relieve Affiliate of its obligations except to the extent materially prejudiced by the delay.

16. Governing Law and Dispute Resolution

16.1 Governing Law. This Agreement shall be governed by the laws of the jurisdiction designated by Company in the Affiliate's enrollment materials or Program documentation, excluding conflict-of-law rules.

16.2 Jurisdiction. Unless otherwise stated in the Program documentation, the courts located in that designated jurisdiction shall have exclusive jurisdiction over disputes arising out of or in connection with this Agreement, except that Company may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or brand rights.

16.3 Good-Faith Discussion. Before commencing formal proceedings, the parties will use reasonable efforts to resolve the dispute through good-faith discussion.

17. Amendments and Program Changes

17.1 Right to Update. Company may update this Agreement, the Program terms, Commission rates, attribution rules, payout thresholds, or related policies from time to time.

17.2 Notice of Material Changes. Company will provide reasonable prior notice of any material change that adversely affects Commission rates, payment timing, payout thresholds, key compliance obligations, or termination rights.

17.3 Acceptance of Changes. Continued participation in the Program after the effective date of an updated Agreement or Program term constitutes acceptance of the change.

17.4 Right to Exit. If Affiliate does not agree to a material change, Affiliate may terminate this Agreement before the change takes effect.

18. Miscellaneous

18.1 Entire Agreement. This Agreement, together with any Program terms, Commission schedules, brand guidelines, or policies referenced in it or communicated by Company, constitutes the entire agreement between the parties regarding the Program and supersedes all prior discussions or agreements relating to the Program.

18.2 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be interpreted as closely as possible to reflect its original intent to the extent permitted by law.

18.3 No Waiver. Failure by either party to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

18.4 Assignment. Company may assign or transfer this Agreement in connection with a merger, acquisition, reorganization, sale of assets, or similar corporate transaction. Affiliate may not assign or transfer this Agreement without Company's prior written consent.

18.5 Notices. Notices under this Agreement may be provided electronically, including by email, platform notification, or other reasonable digital means designated by Company.

18.6 Force Majeure. Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, except that this Section does not relieve Affiliate of compliance obligations or payment obligations already accrued.

18.7 Survival. Any provisions which by their nature should survive termination shall survive, including those relating to accrued payment rights, adjustments, confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, and data protection.

18.8 Electronic Acceptance. Affiliate's electronic acceptance of this Agreement, submission of an application, or participation in the Program constitutes execution of this Agreement.