Affiliate Agreement
This Affiliate Agreement (“Agreement”) is made on this 19th day of November, 2024 (“Effective Date”), by and between Nuelehair LLC, a limited liability company registered in Pennsylvania, and Affiliate Name, an independent contractor]. Nuelehair LLC and the Affiliate may be referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, Nuelehair LLC is engaged in the business of providing hair care products and services;
WHEREAS, Nuelehair LLC has established an Affiliate Program (the “Program”) through which participants can promote the company’s hair care products and services;
WHEREAS, [Affiliate Name] has expertise in [industry or specific skill] and an interest in affiliate marketing;
WHEREAS, the Parties wish to enter into an agreement to provide for the non-exclusive advertisement and promotion of Nuelehair LLC’s hair care products and to share certain revenues derived from sales resulting from these promotions;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, the Parties agree as follows:
1. Incorporation of Whereas Clauses
All whereas clauses stated above are incorporated herein by reference and form an integral part of this Agreement.
2. Term
The term of this Agreement (“Term”) shall commence on the Effective Date and continue until terminated by either Party in accordance with the terms of this Agreement.
3. Definitions
The following definitions apply throughout this Agreement:
a. Account: The specific record within the Program where sales commissions are tracked, reported, and calculated.
b. Nuelehair LLC Marketing Materials or Marketing Materials: All promotional content created, owned, or approved by Nuelehair LLC for use by the Affiliate, intended to promote the company’s hair care products and services.
c. Nuelehair LLC Website: Refers to the official website of Nuelehair LLC, along with any additional websites or extensions specified by the company.
d. Nuelehair LLC Product or Nuelehair LLC Products: This includes all hair care products and services authorized by Nuelehair LLC for promotion under this Agreement.
e. Confidential Information: All non-publicly disclosed information provided by one Party to the other, including financial data, marketing strategies, customer lists, and the terms of this Agreement.
f. Gross Revenue: Total revenue received from the sale of Nuelehair LLC Products by the Affiliate.
g. Net Revenue: Gross Revenue minus any refunds, taxes, or other expenses related to the sale.
h. Sales Commission: A percentage of Net Revenue from sales generated by the Affiliate through their marketing efforts, with sales prices set by Nuelehair LLC.
4. License
Nuelehair LLC grants Affiliate a non-exclusive, limited license to use the Nuelehair LLC Products and Marketing Materials during the Term of this Agreement, solely for the purpose of promoting the company’s hair care products. All intellectual property rights, including but not limited to trademarks, copyrights, and service marks, remain the exclusive property of Nuelehair LLC. The Affiliate is not permitted to modify or adapt the Marketing Materials without written permission from Nuelehair LLC.
5. Termination
This Agreement may be terminated by either Party as follows:
a. For Cause: Either Party may terminate this Agreement immediately if the activities or statements of the other Party materially expose the terminating Party to civil or criminal liability, or if the other Party materially breaches this Agreement and does not cure the breach within a specified time period.
b. Without Cause: Either Party may terminate this Agreement by providing prior written notice to the other Party.
c. Upon termination, the Affiliate is entitled to receive any Sales Commissions earned up to the date of termination.
6. Obligations of Nuelehair LLC
During the Term of this Agreement, Nuelehair LLC agrees to:
a. License Marketing Materials to the Affiliate and provide updates when needed for the promotion of the company’s hair care products.
b. Notify the Affiliate of any changes or updates to the Marketing Materials or Nuelehair LLC Products.
c. Provide hyperlinks that the Affiliate can place on its website or other platforms to direct Visitors to the Nuelehair LLC Website.
d. Allow the Affiliate to post links to Nuelehair LLC on its website or through sponsored links.
e. Pay the Affiliate Sales Commissions within a specified time frame from the date of sale.
f. Respect the Affiliate’s privacy and do not disclose personal information without consent.
g. Provide support, including ads, promotional materials, and information about upcoming product launches.
7. Obligations of the Affiliate
During the Term of this Agreement, the Affiliate agrees to:
a. Endorse and market Nuelehair LLC’s Products using the provided Marketing Materials.
b. Refrain from posting Marketing Materials on unauthorized sites without prior approval from Nuelehair LLC.
c. Maintain the integrity of all Marketing Materials and not alter them without prior written consent from Nuelehair LLC.
d. Place banners or links only on the Affiliate’s website, social media, or other approved locations.
e. Not alter, modify, or adapt the Marketing Materials without written permission from Nuelehair LLC.
8. Representations and Warranties
Nuelehair LLC and the Affiliate each represent and warrant the accuracy of their authority to enter into this Agreement and their compliance with applicable laws and regulations relating to their respective activities.
9. Indemnification
Each Party agrees to indemnify, defend, and hold harmless the other Party against any claims, demands, suits, or damages resulting from a breach of warranties or obligations set forth in this Agreement.
10. Confidentiality
Each Party agrees to keep confidential and not disclose or use confidential information related to the other Party’s technology or business except as required for the performance of this Agreement.
11. Customers
Nuelehair LLC retains joint ownership with the Affiliate over customer data obtained through the Affiliate’s marketing efforts.
This Agreement is legally binding upon the Parties and shall be governed by the laws of Pennsylvania. Any disputes arising from this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association.
