Affiliate Agreement
This Affiliate Agreement ("Agreement") is made and entered into as of the date signed by and between Mox Global LLC dba Pax ("Company") and the signing affiliate ("Affiliate")
Recitals
WHEREAS, the Company is in the business of consumer packaged goods, specializing in powdered beverage mixes; and
WHEREAS, the Affiliate desires to promote the Company’s products/services in exchange for commission payments as set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. Definitions
1.1 "Affiliate Program" means the program administered by the Company under which the Affiliate will promote the Company's products/services and receive a commission for sales generated.
1.2 "Affiliate Link" means a specific URL provided by the Company to the Affiliate for tracking purposes, which directs potential customers to the Company's website.
1.3 "Commission" means the compensation payable to the Affiliate for each Qualifying Sale, as defined in Section 6 of this Agreement.
1.4 "Qualifying Sale" means a sale of the Company’s product/service that is (i) made to a customer who accesses the Company's website through the Affiliate Link, and (ii) meets the criteria set forth in this Agreement.
1.5 "Promotional Materials" means any trademarks, logos, content, or other marketing materials provided by the Company to the Affiliate for use in promoting the Company's products/services.
2. Enrollment in the Affiliate Program
2.1 To begin the enrollment process, the Affiliate must submit a completed Affiliate Program application to the Company.
2.2 The Company reserves the right to accept or reject any application at its sole discretion.
3. Promotion and Affiliate Link
3.1 The Company will provide the Affiliate with one or more Affiliate Links.
3.2 The Affiliate agrees to place the Affiliate Links on their website, email, or other marketing channels in compliance with the terms of this Agreement.
3.3 The Affiliate agrees not to engage in any unethical, fraudulent or illegal activities or in any activities that may be reasonably understood to potentially harm the reputation of the Company.
4. Tracking and Measurement
4.1 The Company will provide the Affiliate with one or more Affiliate Links to track sales generated through the Affiliate's marketing efforts.
4.2 The Company will track and report sales generated through the Affiliate Links, and such tracking will be the sole determinant for the calculation of Commissions.
5. Intellectual Property and Promotional Materials
5.1 The Company hereby grants the Affiliate a non-exclusive, non-transferable, revocable license to use the Company's trademarks, logos, and other intellectual property (collectively, "Company IP") solely for the purpose of promoting the Company’s products/services under the terms of this Agreement.
5.2 The Company will provide the Affiliate with Promotional Materials, which the Affiliate may use solely in connection with the promotion of the Company's products/services pursuant to the terms of this Agreement.
5.3 The Affiliate acknowledges that the Company IP and Promotional Materials are the sole and exclusive property of the Company, and nothing in this Agreement nor any course of dealing will operate as an assignment or transfer of any rights to the Affiliate.
5.4 The Affiliate agrees not to modify, alter, or create derivative or related works of the Company IP or Promotional Materials without the prior written consent of the Company, including without limitation any element or reference thereto.
5.5 The Affiliate agrees not to use the Company IP or Promotional Materials in any manner that is misleading, disparaging, or otherwise reasonably understood to be potentially damaging to the Company or its reputation.
5.6 Upon termination of this Agreement, the Affiliate must immediately cease all use of the Company IP and Promotional Materials and remove any such materials from their site and marketing channels.
6. Commissions
6.1 The Company will pay the Affiliate a Commission for each Qualifying Sale. The Commission rate is 20% of the RETAIL sale amount for retail sales and 20% of the WHOLESALE sale amount for wholesale sales.
6.2 Commission rates are subject to change at the discretion of the Company. Any changes will be communicated to the Affiliate in writing at least 30 days in advance.
6.3 Commissions will be calculated on a monthly basis and paid on the 20th of every month for the previous month's commission.
6.4 The Company reserves the right to withhold Commissions for any sales that are later determined by the Company to be invalid or fraudulent.
6.5 The Affiliate is responsible for the payment of any state, local or federal taxes, fees, deductions, penalties, or other charges associated with the Commission payments.
6.6 The Affiliate is not entitled to any Company benefits or plans associated with employment status. The Affiliate is an independent enterprise and is not part of a joint venture or partnership with the Company.
7. Sales Validations and Payment Schedules
7.1 The Company will validate all sales to ensure they meet the criteria of Qualifying Sales.
7.2 Payments will be made via ShareASale, to the account designated by the Affiliate.
7.3 The Affiliate is responsible for providing accurate payment details and is responsible for any fees associated with receiving payments.
8. Advertising Compliance
8.1 The Affiliate agrees to comply with all applicable laws, regulations, and guidelines, including but not limited to those related to advertising and consumer protection.
8.2 The Affiliate must not make any false, misleading, or deceptive claims about the Company's products/services.
8.3 The Affiliate agrees to include a clear and conspicuous disclosure on their website or marketing materials that they are an affiliate of the Company and will receive a commission for sales generated through their promotional efforts.
9. Coupon and Deal Policies
9.1 Authorized Coupons: The Affiliate is permitted to promote only those coupons and deals that are provided exclusively through the Company's Affiliate Program. Any use of unauthorized coupons or deals not issued by the Company is strictly prohibited.
9.2 Coupon Codes: Affiliates may not generate or promote their own coupon codes unless expressly authorized in writing by the Company. Affiliates are required to use only the official coupon codes provided by the Company.
9.3 Expiration of Coupons: Affiliates must ensure that all promoted coupons and deals are current and not expired. Affiliates must promptly remove any expired coupons and deals from their promotional materials and websites.
9.4 Exclusive Deals: Affiliates may not promote any exclusive deals or offers without prior written approval from the Company. Any exclusive offers provided must be used in accordance with the Company's guidelines and terms.
9.5 No Misrepresentation: Affiliates must accurately represent the terms and conditions of all coupons and deals. Misrepresentation of any offer, including the value, validity period, and applicable products/services, is prohibited.
9.6 Pay-Per-Click (PPC) Advertising: Affiliates are prohibited from using PPC advertising that includes the Company’s trademarks, coupon codes, or any variation thereof without prior written consent from the Company. This includes but is not limited to advertising on search engines, social media platforms, and other digital advertising networks.
9.7 Monitoring and Compliance: The Company reserves the right to monitor the Affiliate’s use of coupons and deals. If the Company determines, at its sole discretion, that the Affiliate is not in compliance with this policy, the Company may terminate this Agreement immediately without recourse.
9.8 Consequences of Violation: The Company will not pay the Affiliate for any outstanding Commissions related to what the Company determines is a violation of these Coupon and Deal Policies and such a violation may result in the forfeiture of any outstanding Commissions and may result in the immediate termination of this Agreement. The Affiliate may also be required to indemnify the Company for any losses or damages resulting from the misuse of coupons and deals.
10. Term and Termination
10.1 This Agreement will begin on the date of acceptance and will continue until terminated by either party with no less than 48 hours written notice, excluding immediate termination for cause.
10.2 Upon termination, the Affiliate must remove all Affiliate Links and cease all promotion of the Company's products/services within 48 hours of such notice of termination.
10.3 The Company reserves the right to terminate this Agreement immediately if the Affiliate is found to have misused the Company IP, Promotional Materials, or engaged in any activity that the Company deems harmful to its interests or business reputation.
11. Confidentiality
11.1 The Affiliate agrees to keep all information relating to this Agreement, the Affiliate Program and any unique marketing or promotional plans or concepts confidential and not to disclose such information to any third party.
12. Limitation of Liability
12.1 The Company will not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement or the Affiliate Program.
13. Indemnification
13.1 The Affiliate agrees to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, agents, and representatives from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (i) the Affiliate’s use of the Company IP and Promotional Materials, (ii) the Affiliate’s breach of this Agreement, (iii) the Affiliate’s negligence or willful misconduct, (iv) the Affiliate’s failure to comply with applicable laws, regulations, and guidelines, (v) the Affiliate’s failure to maintain the integrity of the Company’s brand, and (vi) the Affiliate’s actions that are reasonably understood to negatively impact the goodwill and/or financial security of the Company.
14. Non-Disparagement
14.1 The Affiliate agrees not to make any statements or comments that disparage or may harm the reputation and/or goodwill of the Company, its products/services, or its employees, officers, and/or directors.
15. Disputes
15.1 Any DISPUTES arising out of or in connection with this Agreement SHALL BE RESOLVED THROUGH BINDING ARBITRATION IN Key Biscayne, Florida. The Company and Affiliate hereby WAIVE ANY RIGHT TO TRIAL BY JURY and submit to the jurisdiction and venue of the Miami-Dade County, Florida state or federal courts for enforcement of any Arbitration Award or Order with the prevailing party being awarded all costs and expenses including, but not limited to, reasonable attorneys' fees.
16. Miscellaneous
16.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.
16.2 This Agreement may be amended only by a written document signed by both parties.
16.3 This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Pax
By: ________________________________
Name: Jennifer Molina
Title: Founder
[Affiliate Name]
By: ________________________________
Name: [Name]
Title: [Title]
