This Affiliate Agreement (the “Agreement”) is made and entered into by and between The Cipolettis LLC (“Company”), and [an individual/entity] (“Affiliate”).
1. Affiliate Obligations
1.1 Promotion and Marketing: Affiliate agrees to promote and market Company’s products/services through approved channels as outlined in this Agreement (“Affiliate Program”).
1.2 Compliance: Affiliate agrees to comply with all applicable laws and regulations including, but not limited to, the Federal Trade Commission (FTC) guidelines and any specific regulations governing affiliate marketing in the Affiliate’s jurisdiction. Affiliate shall not earn commission from orders placed by customers residing in Affiliate’s household. Affiliate may not knowingly allow others to repeatedly use Affiliate’s affiliate link to earn commission.
2. Trademark Regulations
2.1 Use of Trademarks: Affiliate is granted a non-exclusive, non-transferable, revocable license to use Company’s trademarks, logos, and other proprietary materials solely in connection with the promotion of Company’s products/services. Affiliate must use such materials in accordance with Company’s trademark guidelines and must not alter them without prior written consent from Company. Company’s name and/or other trademarks cannot be used as a part of an Affiliate's website domain name, blog, social media account or any URL associated with the Affiliate’s account. Affiliate agrees not to use Company’s proprietary materials or act or make statements in any manner that are disparaging, misleading, obscene, or defamatory. Other than the license granted in this agreement, Company retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to Affiliate.
2.2 Trademark Infringement: Affiliate agrees not to use Company’s trademarks in any way that may infringe upon Company’s rights or confuse consumers. Any unauthorized use of Company’s trademarks is strictly prohibited.
3. Email Marketing Policy
3.1 Permission-Based Marketing: Affiliate must obtain prior written consent from recipients before sending marketing emails promoting Company’s products/services. All emails must include a clear opt-out mechanism.
3.2 Compliance: Affiliate must comply with all applicable anti-spam and data privacy laws, including, but not limited to, the CAN-SPAM Act, CCPA, and GDPR.
3.3 Content Restrictions: Affiliate’s emails must not contain false or misleading information and must adhere to Company’s brand standards and guidelines.
4. FTC Disclosure Requirements
4.1 Disclosure: Affiliate must clearly disclose in all promotional content (including social media posts and blogs) that they are being compensated by Company. This disclosure should be made in a clear and conspicuous manner as per FTC guidelines.
4.2 Accuracy: Any claims made about Company’s products/services must be truthful and substantiated.
5. Grounds for Termination
5.1 Termination for Convenience: Company may reject Affiliate’s acceptance into the Affiliate Program or terminate Affiliate’s participation in the Affiliate Program at any time for any reason. Affiliate may terminate this Agreement at any time for any reason with written notice to Company.
5.2 Termination for Cause: Company may terminate this Agreement immediately if Affiliate breaches any terms of this Agreement, including but not limited to violations of trademark regulations, FTC disclosure requirements, or any other policies stated herein.
5.3 Post-Termination Obligations: Upon termination, Affiliate must cease all use of Company’s trademarks, cease promoting Company’s products/services, and promptly remove any content related to Company from Affiliate’s platforms.
6. Social Media Policy
6.1 Content Standards: Affiliate’s social media posts must adhere to Company’s branding guidelines and should not include false claims or misleading information. Any content posted by Affiliate that contains an affiliate link or any reference to Company must in its entirety comply with all applicable federal, state, local, and international laws and regulations and any guidelines and terms on the applicable social media channel or other digital platform (including ShareASale). Without limiting the foregoing, Affiliate must not post any content that contains an affiliate link or any reference to Company which:
• Contains any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
• Promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• Infringes any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;
• Violates the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these this Agreement;
• Is likely to deceive any person;
• Promotes any illegal activity, or advocates, promotes, or assists any unlawful act;
• Causes annoyance, or is likely to upset, embarrass, alarm, or annoy any other person; or
• Impersonates any person, or misrepresents Affiliate’s identity or affiliation with any person or organization, including Company.
6.2 Disclosure: Affiliate must clearly disclose their affiliate relationship in all social media posts related to Company’s products/services.
6.3 Monitoring and Compliance: Company reserves the right to monitor Affiliate’s social media content and request removal or modification of any content that does not comply with this Agreement.
7. Coupons and Deals Policy
7.1 Approval: Affiliate must obtain prior written approval from Company before distributing any coupons or deals related to Company’s products/services.
7.2 Usage Restrictions: Coupons and deals must not be combined with any other promotions unless explicitly authorized by Company.
7.3 Fraud Prevention: Affiliate agrees to take reasonable measures to prevent coupon fraud and misuse.
8. Special Commission Rules
8.1 Commission Rates: Commission rates for specific promotions or products may differ from standard rates and will be communicated to Affiliate in writing. Affiliate will only be eligible to receive a commission payment for purchases that are completed through an affiliate link. A commission is not considered payable if the first click on the affiliate link is after Affiliate’s participation in the Affiliate Program has expired or terminated.
8.2 Performance-Based Adjustments: Company reserves the right to adjust commission rates based on Affiliate’s performance metrics and other factors as determined by Company in its sole discretion.
8.3 Special Conditions: Any special commission rules or bonuses must be documented and agreed upon in writing.
9. Pay Per Click (PPC) Bidding Rules (if applicable)
9.1 Bidding Restrictions: Affiliate must not bid on Company’s trademarks or variations thereof in any PPC advertising campaigns without prior written consent from Company.
9.2 Search Engine Advertising: Affiliate must adhere to Company’s guidelines for search engine advertising and must not use Company’s trademarks in ad copy or keywords without permission.
9.3 Monitoring and Compliance: Company reserves the right to review Affiliate’s PPC campaigns and take corrective action if Affiliate’s campaigns do not comply with this Agreement.
10. Representations and Warranties
Affiliate represents and warrants that:
10.1. This Agreement has been duly and validly executed and delivered by Affiliate and constitutes Affiliate’s legal, valid, and binding obligation, enforceable against Affiliate in accordance with its terms;
10.2. Affiliate is over the age of 18 years old and have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform his/her obligations under this agreement, without the approval or consent of any other party;
10.3. Any content posted by Affiliate will not infringe or misappropriate any intellectual property rights or other rights of any third party; and
10.4. Affiliate has sufficient right, title, and interest in and to the rights granted to Company in this Agreement.
10.5 Affiliate will comply with all applicable anti-spam and data privacy laws, including, but not limited to, the CAN-SPAM Act, CCPA, and GDPR.
11. Indemnification
Affiliate hereby agrees to indemnify and hold harmless Company, and its subsidiaries and affiliates, and their directors, officers, employees, agents, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by Affiliate herein, or (ii) any claim related to Affiliate’s content, including, without limitation, content therein not attributable to or authorized by Company.
12. Confidentiality
12.1 Affiliate shall keep all non-public information relating to Company or any of its officers, directors, agents, representatives, employees, affiliates, subsidiaries, successors, licensees, and assigns, including all business, financial, proprietary, technical, product, social media, advertising, marketing, personal and private information, terms and conditions of any agreements, payments, commissions, correspondence, whether written or oral, with any Company officer, director, agent, representative, or employee, and any other information that Affiliate knows, or reasonably should know, is confidential information of Company (“Confidential Information”), in perpetuity, strictly confidential and only use such information for the purposes of performing Affiliate’s responsibilities in connection with the Affiliate Program.
13. Limitations of Liability
13.1 COMPANY WILL NOT BE LIABLE TO AFFILIATE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL COMPANY’S CUMULATIVE LIABILITY TO AFFILIATE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSIONS PAID TO AFFILIATE UNDER THIS AGREEMENT.
14. Miscellaneous
14.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings related to the subject matter hereof.
14.2 Amendments: This Agreement may only be amended, modified, or waived, by a written document signed by both parties.
14.3 Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The courts located in New York County, New York, shall have exclusive jurisdiction for any dispute arising out of this Agreement. In the event of any litigation or other proceeding between or among the parties hereto respecting or arising out of this Agreement, the successful or prevailing party shall be entitled to recover its reasonable outside attorneys’ fees and other costs incurred in connection therewith.
14.4 Survival: All sections and provisions, which by their nature are intended to survive, shall expressly survive termination or expiration of this Agreement.
14.5 Severability: The Parties agree that if any court declares any portion of this Agreement unenforceable, the remaining portions shall be fully enforceable. Furthermore, in lieu of any such severed and unenforceable provision, there shall be added automatically as a part of this Agreement, a provision as similar to the severed provision as may be possible, and which will be legal, binding, and enforceable among the Parties.
14.6 Independent Contractors: Affiliate agrees that he/she is an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Affiliate and Company. Affiliate will have no authority to make or accept any offers or representations on Company’s behalf. Affiliate shall be responsible for, and agree to comply with, all his/her obligations under applicable federal, state, and local tax laws for payment of income taxes and, if applicable, self-employment taxes and any other taxes, contributions, payments, or premiums required by law.
14.7 Disclaimer: COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE AFFILIATE PROGRAM, OR COMPANY’S PRODUCTS OR SERVICES. ANY IMPLIED WARRANTIES OF COMPANY’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
This Agreement may be executed by electronic means of pdf via email or original copies, and may be executed in counterparts, each of which shall constitute an original but when taken together shall constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Affiliate Agreement as of the date of full execution.
