MAKE TIME WELLNESS AFFILIATE AGREEMENT
This Affiliate Agreement ("Agreement") is made and entered into this ____ day of ________, 2023, by and between Make Time Wellness, a corporation organized and existing under the laws of the state of California, with its principal place of business located at ______________ ("Company"), and _________________, a _____________, with its principal place of business located at __________________ ("Affiliate").
1. ENGAGEMENT
Company hereby engages Affiliate, and Affiliate accepts such engagement, to act as an affiliate of Company in accordance with the terms and conditions set forth in this Agreement.
2. AFFILIATE RESPONSIBILITIES
Affiliate agrees to market and promote Company's products and services, and to comply with all laws, rules, and regulations that apply to this Agreement, including but not limited to, any advertising laws and regulations.
3. PAY PER CLICK (PPC) COMPLIANCE
Affiliate must comply with the following PPC guidelines:
a. Affiliate shall not bid on any of Company's trademarked terms, including any variations or misspellings thereof, for search or content-based campaigns on Google, MSN, Yahoo, Facebook, or any other network.
b. Affiliate shall not use Company's trademarks in sequence with any other keyword.
c. Affiliate shall not use Company's trademarks in their ad title, ad copy, display name, or as the display URL.
4. COUPON COMPLIANCE
If the Affiliate is authorized by the Company to distribute coupons, Affiliate agrees to only use coupons and promotional codes that are provided through the affiliate program. Use of any coupon or promotional code not available and authorized through the affiliate program may result in the voiding of commissions for the transaction associated with the coupon.
5. SALES TAX & GOVERNMENT REGULATIONS
Affiliate agrees to comply with all relevant government regulations pertaining to their affiliate marketing activities, including the collection and payment of any applicable taxes. Affiliate shall be solely responsible for any and all tax obligations arising out of the payments made to Affiliate under this Agreement. It is the Affiliate's responsibility to understand how sales tax applies in their respective jurisdictions.
6. PAYMENT
The Affiliate will receive a commission for each sale of the Company's products and services that is directly attributable to Affiliate's marketing and promotional efforts, in accordance with the commission structure set forth in Exhibit A, attached hereto and incorporated herein by reference.
7. TERM AND TERMINATION
This Agreement will commence on the date first above written and will continue until terminated by either party upon thirty (30) days' written notice.
8. CONFIDENTIALITY
Each party agrees to keep confidential all non-public information that it learns about the other party in the course of performing its obligations under this Agreement.
9. INDEMNIFICATION
Affiliate agrees to indemnify and hold harmless Company from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorney fees that Company may incur or suffer, that arise, result from, or are related to any breach or failure by Affiliate to perform any of the representations, warranties, and agreements in this Agreement.
10. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the state of California.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
IN WITNESS WHEREOF, the parties hereto have executed this Affiliate Agreement as of the date first above written.
