1. SCOPE OF SERVICES
1.1. The Affiliate shall market, promote, and direct potential customers to the products and/or services (the "Services") of MICHI Design Inc. (the “Company”).
1.2. The Affiliate will use its best efforts to actively and effectively advertise, market and promote the Services as widely and aggressively as possible.
2. COMMISSION
2.1. The Company shall pay the Affiliate a commission based on the Net Revenue generated from new customers directed by the Affiliate's efforts. The "Net Revenue" shall be defined as: the amount paid by customers directed by the Affiliate, less any chargebacks (credit card refunds), credits given to customers, processing fees, and sales tax.
2.2. Commission will not be paid on sales taxes, duties, or any other charges related to the sale of the Services.
3. TERM AND TERMINATION
3.1. This Agreement will begin on the Effective Date and will continue until terminated by either party upon 30 days written notice.
3.2. Upon termination, Affiliate will be entitled to unpaid commissions, if any, earned by Affiliate on or prior to the date of termination.
4. LIABILITY AND INDEMNITY
4.1. Each Party will indemnify, defend and hold the other Party harmless, including costs and attorneys' fees, from any claim or action brought by a third party relating to the negligence, gross negligence, or intentional misconduct of the other Party.
4.2. Neither Party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this Agreement.
5. DATA PRIVACY AND PROTECTION
5.1. The Affiliate must comply with all data protection laws and regulations applicable to them in their handling of user data obtained in relation to this Agreement.
5.2. The Affiliate must not disclose, or allow any third party to access, any user data without the prior written consent of the Company.
6. CONFIDENTIALITY
6.1. Each party agrees not to disclose or use the other's proprietary information without the prior written consent of the other party. This section shall remain in force even after termination of the Agreement.
7. ENTIRE AGREEMENT
7.1. This Agreement constitutes the entire agreement between the Parties concerning this transaction, and replaces all previous communications, representations, understandings, and agreements, whether verbal or written between the Parties to this Agreement or their representatives.
8. CREATIVE COPYRIGHT
8.1. You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.
8.2. Affiliate shall have the non-exclusive, limited right, under the terms hereof, to use the Products and Marketing Materials, as that term is defined hereinabove, during the Term of this Agreement only for the sole purpose of marketing Company Products. All images, technology and content provided for Affiliate’s use is and shall remain the sole property of Company and no part thereof shall be deemed assigned or licensed to Affiliate except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights and applications, trade names and service marks related to the Marketing Materials and Company’s Products shall remain the Company’s sole property, including rights in and to any derivatives thereof. Affiliate may not modify the trademarks, banners, the content, or any of the images provided to Affiliate in any way. Affiliate acknowledges that use of the Marketing Materials and the marks will not create in Affiant, nor will Affiliate represent that it has any right, title or interest in or to such items other than the license granted by Company. Affiliate will not challenge the validity of or attempt to register any of the marks or its interest therein as a licensee, nor will Affiliate adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. Affiliate acknowledges Company’s ownership and exclusive right to use the marks and agrees that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Company.
8.3. The Company has a right to use any creative assets resulting from the Affiliate partnerships such as social media posts, photography, video, reels, stories, etc to use for commercial marketing and advertising purposes. Your creative may appear on the Company’s website, newsletters, emails, social media channels and adverts.
