Affiliate Marketing Contract

AFFILIATE MARKETING CONTRACT

This Affiliate Marketing Contract (the "Agreement") is made as of Effective Date: by and between Merchant Name: with principal address , and Affiliate Name: with principal address .

RECITALS

WHEREAS, Merchant operates a business that offers products and/or services for sale and maintains channels for order acceptance, fulfillment and customer support; and

WHEREAS, Affiliate promotes products and/or services through marketing and referral activities and desires to refer potential customers to Merchant in exchange for commissions as set forth herein; and

WHEREAS, the parties wish to set forth the terms under which Merchant will pay Affiliate for Qualified Purchases resulting from Affiliate's promotional efforts.

NOW, THEREFORE

In consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Affiliate" means the individual or entity identified above that promotes Merchant's products or services. 1.2 "Merchant" means the business identified above that sells products or services. 1.3 "Qualified Purchase" means a sale of Merchant's product or service that (a) originates from a valid referral traceable to Affiliate's assigned tracking link or code, (b) is paid in full by the purchaser, and (c) is not subject to refund, reversal, or chargeback within the Chargeback Period defined in section 5.4. 1.4 "Commission" means the fee payable by Merchant to Affiliate as set forth in Section 5.

2. APPOINTMENT; RELATIONSHIP

2.1 Appointment. Merchant hereby engages Affiliate on a non-exclusive basis to promote Merchant's products and services subject to the terms of this Agreement. Affiliate accepts such engagement and agrees to use commercially reasonable efforts to market Merchant's offerings.

2.2 Independent Contractor. The parties are independent contractors, and nothing in this Agreement shall create an employer-employee, joint venture, partnership, or agency relationship. Affiliate has no authority to bind Merchant except as expressly provided in writing.

3. AFFILIATE OBLIGATIONS

3.1 Compliance. Affiliate will comply with all applicable laws, regulations and industry standards, including those governing advertising, data privacy, and disclosure of material connections, and will clearly disclose Affiliate's relationship with Merchant in all promotional materials.

3.2 Prohibited Practices. Affiliate shall not (a) engage in deceptive marketing, false claims, or misrepresentations; (b) bid on Merchant's trademark or brand terms in pay-per-click advertising without Merchant's prior written consent; or (c) use unsolicited commercial email (spam) to promote Merchant. Breach of this Section is a material breach permitting immediate termination for cause.

4. MERCHANT OBLIGATIONS

4.1 Tracking and Support. Merchant will provide Affiliate with tracking links or codes, reasonable promotional materials, and technical support necessary to track referrals. Merchant is responsible for order acceptance, fulfillment, warranty and customer service.

4.2 Modification of Offerings. Merchant may change product availability, pricing, or promotional terms; Merchant will use commercially reasonable efforts to notify Affiliate of material changes affecting commissions or referrals.

5. COMMISSION; PAYMENT

5.1 Commission Rate. Merchant will pay Affiliate a commission equal to percent of Net Sales from Qualified Purchases, subject to the terms of this Agreement.

5.2 Net Sales. "Net Sales" means the gross amount charged to the customer for the product or service less discounts, taxes collected on behalf of taxing authorities, shipping charges, refunds, returns and credit card fees.

5.3 Payment Terms. Commissions will be calculated on a basis and paid to Affiliate within days after the end of the applicable period, subject to verification and adjustment for refunds or chargebacks. Payment will be made by Merchant's standard payment methods as agreed in writing.

5.4 Chargebacks and Adjustments. Commissions for transactions subject to refund, reversal or chargeback within days shall be withheld, adjusted or recovered by Merchant. Merchant's accounting of commissions shall control unless Affiliate timely disputes with documentation.

5.5 Minimum Payout. Commissions below will be retained and carried forward until the minimum threshold is met.

6. TRACKING, REPORTING AND AUDIT

6.1 Tracking. Merchant's tracking reports, system logs and reconciliation data shall govern commission calculations, subject to Affiliate's right to audit as set forth in this Section.

6.2 Reporting. Merchant will provide Affiliate with a periodic report of referrals, Qualified Purchases and commission calculations to the following contact email: .

6.3 Audit Rights. Once per twelve-month period, Affiliate may, at its own expense, audit Merchant's relevant books and records during normal business hours upon reasonable notice, to verify commission payments. Any underpayment discovered in excess of two percent (2%) must be promptly corrected by Merchant, including reasonable audit costs.

7. INTELLECTUAL PROPERTY; LICENSE

7.1 License Grant. Merchant grants Affiliate a limited, non-exclusive, non-transferable, revocable license to use Merchant's trademarks, logos and promotional materials solely as authorized by Merchant for the term of this Agreement and solely for the purpose of performing Affiliate's obligations hereunder.

7.2 Ownership. All intellectual property rights in Merchant's materials remain with Merchant. Affiliate shall not alter, obscure or remove any trademark, copyright or other proprietary notice.

8. CONFIDENTIALITY

Each party shall treat the other's Confidential Information as confidential and shall not disclose such information to third parties except as required by law or for performance of this Agreement. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement.

9. TERM AND TERMINATION

9.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of months unless earlier terminated as provided herein.

9.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

9.3 Termination without Cause. Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Upon termination, Merchant will pay Affiliate any commissions earned through the effective date of termination subject to Merchant's standard reconciliation and chargeback rights.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) the indemnifying party's breach of this Agreement, (b) the indemnifying party's negligent or willful misconduct, or (c) the content of marketing materials furnished by the indemnifying party.

11. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO AFFILIATE PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail return receipt requested, or email (provided the sending party retains evidence of transmission), to the addresses set forth above or such other address as a party designates by notice in accordance with this Section. Notice is effective upon receipt.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No modification of this Agreement is effective unless in a writing signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

14. ASSIGNMENT

Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that Merchant may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the state of without regard to its conflict of law principles.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations and understandings. If any provision is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

17. MISCELLANEOUS

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