AFFILIATE PROGRAM AGREEMENT
This Affiliate Program Agreement (the "Agreement") is made and entered into by and between:
• Compare Power LLC, a Texas limited liability company, with a registered office at 539 W Commerce St Ste 1480, Dallas TX 75208 (the "Merchant"), and
• [ShareASale Affiliate], an individual or entity (the "Affiliate"), collectively referred to as the "Parties".
This Agreement sets forth the terms and conditions that govern the Affiliate’s participation in the Merchant’s Affiliate Program (the “Program”) via the ShareASale platform.
1. Enrollment in the Program
1.1 Application: The Affiliate must submit an application through the ShareASale platform to begin the enrollment process. The Merchant reserves the right to approve or reject any application in its sole discretion.
1.2 Acceptance: Once accepted into the Program, the Affiliate may only use promotional materials and intellectual property (such as logos, banners, and links) specifically provided through the ShareASale platform, as outlined in this Agreement.
2. Affiliate Responsibilities
2.1 Permissible Promotion: The Affiliate is permitted to use only those intellectual property assets (such as logos, banners, or text links) specifically provided as part of the ShareASale Program. The Affiliate agrees to strictly use these materials in the form provided, with no modifications or enhancements unless explicitly authorized by the Merchant in writing.
2.2 Prohibited Activities: The Affiliate is expressly prohibited from engaging in the following activities:
• Keyword Bidding: The Affiliate shall not bid on any keywords that include the Merchant’s name, its trademarks, or any variation, derivatives, or misspellings thereof, including but not limited to “Compare Power”, “ComparePower”, “ComparePower.com”.
• Prohibited Content: The Affiliate shall not promote the Merchant’s products on any websites, platforms, or media that:
o Contain or promote illegal activities, gambling, pornography, adult content, or any content deemed inappropriate or offensive by the Merchant.
o Include content that promotes violence, hate speech, discrimination, or any form of illegal activity.
o Misrepresent, defame, or disparage the Merchant or any third party.
2.3 Traffic Quality: The Affiliate must ensure that all traffic generated through the Affiliate’s promotional activities comes from legitimate and ethical sources. No automated means, click fraud, or artificial methods of generating traffic or sales are allowed.
3. Commission Structure and Payment
3.1 Commission: The Affiliate will receive a commission for each qualifying sale generated via Affiliate’s referral link, based on a percentage agreed upon through the ShareASale platform. The commission rate is [insert percentage]% of the sale price (excluding taxes, shipping, and other fees).
3.2 Payment: Commissions are calculated monthly and will be paid through ShareASale’s payment processing system according to their terms. The Merchant is not responsible for any additional fees charged by ShareASale or the Affiliate's payment provider.
3.3 Refunds and Chargebacks: If a customer cancels or returns a product, or if a chargeback occurs, the Merchant reserves the right to deduct the corresponding commission from the Affiliate’s account or from future payments if already disbursed.
4. Intellectual Property Use
4.1 Limited License: The Merchant grants the Affiliate a limited, revocable, non-exclusive license to use its intellectual property (logos, banners, links, and promotional content) provided specifically for the Affiliate Program through ShareASale. This license is limited to the purpose of promoting the Merchant’s products within the guidelines of the Program and cannot be transferred, sublicensed, or used for any other purpose.
4.2 Restrictions: The Affiliate shall not:
• Use any intellectual property, including trademarks or trade names, outside of the materials provided directly through ShareASale.
• Register any domain names, URLs, social media accounts, or other online properties that contain the Merchant’s name or any confusingly similar variations.
• Modify, alter, or create derivative works from the intellectual property provided by the Merchant.
5. Relationship of Parties
The Parties are independent contractors, and nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, or employment relationship between them. The Affiliate shall have no authority to bind the Merchant to any agreement or commitment.
6. Prohibited Conduct
6.1 Strict Prohibition on Certain Websites: The Affiliate is prohibited from promoting the Merchant’s products on any website or platform that:
• Is related to gambling, adult content, pornography, illegal drugs, firearms, violence, hate speech, or any other material deemed inappropriate by the Merchant.
• Encourages or promotes illegal activities, infringes on intellectual property rights, or violates any applicable laws and regulations.
6.2 Search Engine Marketing: The Affiliate shall not bid on or purchase keywords that include the Merchant’s name, trademarks, or any variation thereof in any search engine marketing or pay-per-click campaigns, including but not limited to “Compare Power”, “ComparePower”, “ComparePower.com”.
6.3 Email and Spam: The Affiliate shall not send unsolicited commercial emails (spam) to promote the Merchant’s products or services.
7. Term and Termination
7.1 Term: This Agreement will commence upon the Affiliate’s acceptance into the Program and will continue until terminated by either Party in accordance with this Agreement.
7.2 Termination: The Merchant reserves the right to terminate the Affiliate’s participation in the Program immediately and without prior notice if the Affiliate engages in any prohibited activity or violates any term of this Agreement. Either Party may also terminate this Agreement for any reason upon ten (10) days' written notice to the other Party.
7.3 Effect of Termination: Upon termination, the Affiliate must cease all use of the Merchant’s intellectual property and remove all links, banners, and promotional materials related to the Merchant’s products. Any commissions earned before the date of termination will be paid, subject to any chargebacks, refunds, or disputes.
8. Representations and Warranties
8.1 Affiliate: The Affiliate represents and warrants that:
• They have the legal authority to enter into this Agreement and perform its obligations.
• They will comply with all applicable laws and regulations regarding advertising and promotions, including privacy laws and intellectual property laws.
8.2 Merchant: The Merchant makes no warranties regarding the success of the Program or the ability of the Affiliate to earn commissions. The Merchant is not liable for any indirect or consequential damages.
9. Limitation of Liability
To the fullest extent permitted by law, the Merchant’s total liability to the Affiliate under this Agreement shall not exceed the greater of one thousand dollars ($1,000.00) or the total amount paid to the Affiliate under the Program during the twelve (12) months immediately preceding the event giving rise to the claim, whichever is less. Under no circumstances shall the Merchant be liable for any indirect, incidental, special, or consequential damages, including lost profits, data, or business interruption, even if advised of the possibility of such damages.
10. Indemnification
The Affiliate agrees to indemnify, defend, and hold harmless the Merchant and its affiliates, officers, directors, and employees from any and all claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of the Affiliate’s breach of this Agreement, violation of any law, or infringement of any third-party rights in connection with the Affiliate’s promotional activities.
11. Governing Law and Dispute Resolution
11.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to conflict of law principles.
11.2 Dispute Resolution: Any disputes arising from this Agreement shall be resolved through good faith negotiations between the Parties. If the dispute cannot be resolved amicably, it shall be submitted to binding arbitration in Dallas, Texas.
12. Miscellaneous
12.1 Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except in the case of an assignment to a successor entity or purchaser of substantially all of a Party’s assets.
12.2 Entire Agreement: This Agreement constitutes the entire understanding between the Parties regarding the Program, superseding all prior agreements, whether written or oral.
