AFFILIATE AGREEMENT

This Affiliate Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE COMPANY],  having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE AFFILIATE],  having registered office at [INSERT ADDRESS OF THE AFFILIATE] (hereinafter referred to as the “affiliate” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Company” and the “Affiliate” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Affiliate is engaged in providing certain marketing and promotional services to the Company.
2. The Affiliate possesses the necessary skills, expertise, qualifications to provide the requested marketing and promotional services.
3. The Company is engaged in the business of [INSERT DESCRIPTION OF THE BUSINESS] and has developed certain affiliate programs or network marketing programs to promote their company’s business.
4. The Company and Affiliate mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. "Affiliate" shall mean any individual, entity, or organization that is officially enrolled and approved by the Company to participate in the affiliate program, as outlined in this Agreement.
   2. “Affiliate Program” shall mean to the marketing and promotional program established by the Company, through which Affiliates can promote and market the Company's products or services in exchange for commissions, as set forth in this Agreement
   3. “Qualifying Action” shall mean a specific action that a referred customer must take, as defined by the Company, such as making a purchase, subscribing to a service, or completing a specified action, in order for an Affiliate to be eligible for a Commission.
   4. “Marketing Materials” shall mean any and all promotional content, including but not limited to banners, links, images, videos, text, and advertisements provided by the Company to Affiliates for the purpose of promoting the Company's products or services.
   5. Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   6. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT TERM OF THE AGREEMENT], unless terminated earlier or extended as per the terms of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT NOTICE PERIOD TO TERMINATE THE AGREEMENT] days.
   3. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
3. SCOPE OF WORK
   1. The Affiliate agrees to perform the marketing and promotional services of the Company as mentioned in Exhibit-A.
   2. The Affiliate shall complete the services and deliver the deliverables according to the timeline as agreed upon by both the parties.
   3. The Company has no right to assign any other services to the Affiliate other than as specifically mentioned in this agreement.
4. GRANT OF LICENSE
   1. Company hereby grants to Affiliate, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferable license to use the Company’s website and products only for marketing and promotional activity in the course of its business.
   2. The Affiliate shall not grant sub-licenses, assign or transfer this license or rights granted herein to any third-party without the prior written approval of Company.
   3. Affiliate hereby accepts such license and agrees that Affiliate shall not use the company’s products and website except in accordance with the terms and conditions of this Agreement. Affiliate acknowledges and agrees that the license granted herein is non-exclusive and that Company may license others to use the Company’s website and products subject to any limitations set forth herein.
5. PAYMENT AND COMMISSIONS
   1. The Commission shall be calculated based upon the affiliate’s marketing efforts and successful qualifying action, the Company shall pay [INSERT PERCENTAGE OF COMMISSION PAYABLE BY THE COMPANY TO AFFILIATE UPON HIS EFFORTS AND SUCCESSFUL QUALIFYING ACTION] % of sale to the affiliate as commission.
   2. The Company reserves the right to modify the commission structure at its own discretion with prior notice to the affiliate.
   3. All Commissions and payments will be made in [INSERT FIAT CURRENCY: For e.g. USD, INR, etc.]. The Affiliate is solely responsible for any taxes or fees associated with their Commission earnings, in accordance with applicable laws.
   4. The Company's tracking system shall be used to determine the Qualifying Actions and corresponding Commissions. In the event of a dispute, the Affiliate must submit a written notice within [INSERT NUMBER OF DAYS FOR NOTICE IN DISPUTE] of the disputed action, detailing the nature of the dispute. The Company will review and resolve disputes in good faith.
   5. The Company reserves the right to withhold or delay payments to the Affiliate in cases where suspected fraudulent activity, violations of the Agreement, or other breach of terms are detected. The Company's decision in such matters shall be final and binding.
   6. Upon termination of this Agreement, any earned but unpaid Commissions shall be paid to the Affiliate within [INSERT UNPAID COMMISSIONS PAYABLE BY THE COMPANY TO AFFILIATE UPON TERMINATION] after the effective date of termination.
6. OBLIGATIONS OF THE COMPANY
   1. The Company shall implement a reliable tracking system to accurately monitor and record the qualifying actions generated by the Affiliate's marketing efforts. The Company shall provide the Affiliate with access to relevant reports and statistics detailing the performance of the Affiliate's promotional activities, subject to the terms of this Agreement.
   2. The Company agrees to calculate Commissions earned by the Affiliate based on the terms specified in this Agreement Commissions shall be paid to the Affiliate in a timely manner.
   3. The Company shall offer reasonable support to the Affiliate by addressing inquiries related to the Affiliate Program, Marketing Materials, and Commission payments. The Company will maintain open communication channels to address any concerns or questions that may arise during the term of this Agreement.
   4. The Company shall strive to maintain the quality and integrity of its products or services to ensure that referred customers have a positive experience. The Company shall promptly address any issues or complaints raised by customers referred by the Affiliate.
   5. The Company agrees to conduct its business operations and marketing activities in compliance with all applicable laws, regulations, and industry standards. The Company shall provide the Affiliate with accurate and truthful information regarding its products or services.
   6. The Company reserves the right to modify the terms and conditions of the Affiliate Program, including Commission rates, payment schedules, and Marketing Materials. The Company shall provide the Affiliate with reasonable notice of any such modifications.
7. OBLIGATIONS OF THE AFFILIATE
   1. The affiliate shall use the Company’s website and products only for marketing and promotional services in a professional and ethical manner, adhering to all applicable laws and regulations.
   2. The affiliate shall refrain from posting any marketing materials on any hate sites, adult sites or any other websites unless previously approved by Company.
   3. The Affiliate shall maintain the integrity of all marketing materials and not change, adapt, reword or alter in any manner the content thereof without the prior written consent of Company.
   4. The Affiliate shall use the tracking links and codes provided by the Company to accurately track and report the Qualifying Actions generated through their promotional efforts. The Affiliate shall not manipulate or tamper with tracking links or engage in any fraudulent activities.
   5. The Affiliate shall provide accurate and complete information to the Company as requested for the purpose of tracking and reporting Qualifying Actions. The Affiliate shall promptly communicate any issues, concerns, or discrepancies to the Company.
   6. The Affiliate shall exercise due-care and skill in executing the tasks and adhere to industry best practices. The Affiliate shall keep a record of all the services performed and provide such documentation to the Company upon request.
   7. The Affiliate shall not disclose any confidential information of the Company to any third-party without the prior permission of the Company.
8. REPRESENTATION AND WARRANTIES
   1. The Company represents and warrants that it is duly organized and validly existing under the laws of its jurisdiction and has the legal authority to operate its business and offer its products or services.
   2. The Company represents and warrants that it will provide accurate and complete information to the Affiliate regarding the Affiliate Program, Commission rates, Marketing Materials, and any modifications to the program terms.
   3. The Affiliate represents and warrants that it possesses the legal capacity and authority to enter into this Agreement and to fulfill its obligations hereunder.
   4. The Affiliate represents and warrants that its participation in the Affiliate Program and the promotion of the Company's products or services will not violate any applicable laws, regulations, or contractual obligations.
   5. The Affiliate represents and warrants that the promotion of the Company's products or services will not infringe upon the intellectual property rights or proprietary rights of any third party.
   6. Both Company and affiliate represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.
   7. Both parties mutually represent and warrant that they will not engage in any actions or activities that would cause the other party's reputation or business to be negatively affected.
9. INDEPENDENT CONTRACTORS
   1. It is understood and agreed that this Agreement does not create a fiduciary relationship between affiliate and the Company shall be of independent contractors, and that nothing in this Agreement is intended to make either party a general or special agent, legal representative, partner or employee of the other for any purpose or to grant either affiliate or Company the right to direct or supervise the daily affairs of the other. Company acknowledges and agrees that during the term of this agreement the affiliate may hire assistants or sub-contractors to perform the accounting services. The Company shall not withhold any taxes or any amount or payment due to the affiliate and which it owes to the affiliate in regard to the services rendered by it to the Company.
10. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
    1. The Affiliate covenants that it will not claim any right, title or interest whether at law or in equity or in any Intellectual Property of the Company’s business and that the Company shall be the sole, exclusive and absolute owner of all.
11. LIMITATION OF LIABILITY
    1. In no event shall either party be liable to the other party for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, incurred by the other party arising out of the services provided under this agreement, even if such party has been advised of the possibility of such damages, In no event will neither party’s liability on any claim, loss nor liability arising out of or connected with this agreement shall exceed the amounts paid to the Affiliate by Company.
12. CONFIDENTIALITY
    1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean and include all information disclosed by either Party under this Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Agreement, the services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications, network diagram,  (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). 
    2. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    3. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    4. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    5. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
    6. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
13. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
14. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
15. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Affiliate and Company. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
16. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Company: [INSERT EMAIL ID OR/AND ADDRESS OF COMPANY]
       2. If to the Affiliate: [INSERT EMAIL ID OR/AND ADDRESS OF AFFILIATE]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
17. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
18. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
19. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Affiliate

Name: [INSERT NAME OF AFFILIATE/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF AFFILIATE]

Signed, sealed and delivered on behalf of Company

Name: [INSERT NAME OF COMPANY/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGNING DATE OF COMPANY]

EXHIBIT-A

(DESCRIPTION OF SERVICES)

[MENTION DESCRIPTION OF SERVICES]