Affiliate Marketing Form

AFFILIATE MARKETING AGREEMENT

This Affiliate Marketing Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between Company Name: with a principal place of business at Address: and Affiliate Name: with a principal place of business at Address: .

Effective Date: Month Day Year .

WHEREAS

WHEREAS, Company develops, markets, and sells the products and services described in Schedule A and desires to increase sales and customer acquisition through third-party marketing partners; and

WHEREAS, Affiliate operates promotional channels and agrees to promote Company's products and services in accordance with the terms of this Agreement in exchange for compensation based on referred sales or actions.

WHEREAS, the parties wish to set forth the scope of Affiliate's marketing activities, compensation, data use, and other rights and obligations.

SCOPE OF WORK

PAYMENT TERMS

Company will pay Affiliate a commission for Qualifying Transactions as defined herein. Commission Rate: of Net Revenue per Qualifying Transaction.

"Qualifying Transaction" means a sale or action attributable to Affiliate by Company’s tracking system, excluding refunds, chargebacks, cancelled orders, and orders resulting from Affiliate’s fraudulent activity.

Payments will be made in US Dollars unless otherwise agreed in writing. Company may withhold payment pending investigation of suspected fraud or breach. Affiliate is responsible for all taxes arising from payments; Company may require a completed tax form or identification prior to remittance.

REPORTING AND AUDIT

TERM AND TERMINATION

Term Start Date: Month Day Year .

Term End Date (if any): Month Day Year .

Either party may terminate for convenience upon written notice given the notice period above. Company may terminate immediately for cause, including material breach, fraudulent activity, or violation of applicable law. Upon termination, unpaid and undisputed Commission amounts earned prior to termination will be paid in accordance with Payment Terms.

CONFIDENTIALITY

Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not disclose such information except to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement. Confidential Information does not include information that is (a) publicly known through no breach by the receiving party, (b) rightfully received from a third party without restriction, or (c) independently developed without use of Confidential Information.

INTELLECTUAL PROPERTY; LICENSES

Company grants Affiliate a limited, non-exclusive, revocable license to use Company’s trademarks and approved marketing materials solely to the extent necessary to perform services under this Agreement. Affiliate must not alter materials without prior written consent and must comply with Company’s trademark usage guidelines.

COMPLIANCE; REPRESENTATIONS

Each party represents and warrants that it will comply with all applicable laws, rules, and regulations in performing its obligations. Affiliate represents that promotional methods will not be deceptive, unlawful, or unsolicited (including unsolicited commercial email). Affiliate will not engage in paid search bidding on Company brand terms unless expressly authorized in writing.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party agrees to indemnify, defend, and hold harmless the other party from claims arising from its gross negligence, willful misconduct, or material breach. EXCEPT FOR LIABILITY RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. AGGREGATE LIABILITY IS LIMITED TO THE TOTAL AMOUNTS PAID UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

DATA PROTECTION

The parties will process personal data only as necessary to perform this Agreement and will implement commercially reasonable technical and organizational measures to protect such data. Affiliate will not sell personal data received from Company and will comply with data subject requests as required by applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement will be governed by the laws of the chosen jurisdiction above without regard to conflict of law principles. Parties will attempt in good faith to resolve disputes through negotiation prior to initiating litigation.

ENTIRE AGREEMENT

This Agreement together with any schedules or appendices constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, statements, and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid, the remainder will continue in full force. Neither party may assign this Agreement without the prior written consent of the other except to an affiliate or in connection with a merger or sale of substantially all assets.

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