AFFILIATE AGREEMENT
This Affiliate Agreement ("Agreement") is made and entered into on [effective date], by and between [Affiliate], and Real Labs, Inc., doing business as Real Dog Box, with its principal place of business located at 3625 Dalbergia St, San Diego, CA 92113 ("RDB").
Affiliate is a content creator that will be subject to this Agreement: ______________________________________________________________________
RECITALS
A. RDB has developed a line of high-quality, single-ingredient treats and chews and offers customers monthly subscriptions.
B. Affiliate is a content creator. Affiliate has a following that qualifies for this program, and Affiliate is highly engaged with their audience.
C. The parties desire to enter into this agreement for Affiliate to participate in RDB’s Affiliate Program, where Affiliate will place RDB provided Links on Affiliate’s Platform.
D. RDB shall pay a Referral Fee for every Sale that results from a Customer that uses a Link on Affiliate’s Platform.
AGREEMENT
Definitions:
“Customer” or “Member” shall mean customers who purchase from RDB using a Link on Affiliate’s Platform.
“Links” shall refer to hyperlinks, and other digital or electronic methods of linking or forwarding to RDB’s Platform. Links may be contained in or attached to banners, emails, images, logos, trademarks, QR codes, etc.
“Platform” shall refer to website(s) and/or social Platform application(s)/platform(s) that are subject to this Agreement, e.g. the parties’ respective: websites, TikTok, Youtube, Snapchat, etc.
“Trademarks” shall refer to RDB’s name, fictitious business name(s), trademarks, service marks and copyrights whether registered or not.
Affiliate Program.
For every approved Platform, RDB shall provide Links for Affiliate to place on Affiliate’s Platform. During the term of this Agreement, Affiliate is granted a limited, revocable, non-transferable, license to use RDB’s Trademarks.
RDB may reject an Affiliate or a Platform of Affiliate if Affiliate’s Platforms, contain or comprise, in RDB’s sole and absolute opinion: (a) nudity, pornography or sexually explicit materials; (b) promotes discrimination based on race, religion, nationality, ethnicity, disability, sex, sexual orientation, sexual expression or age; (c) promote illegal activities; (d) infringe on RDB’s or any third party’s intellectual property, including but not limited to trademarks, service marks, and copyrights; (e) contain material that is defamatory, fraudulent or harassing to anyone; (f) contain misleading information regarding RDB or the products or services that it offers; (g) place RDB (or any of RDB’s employees, officers, directors or agents) in a negative light; and/or (h) link to any other Platform that contains any of the preceding materials.
Representations and Warranties
Affiliate represents and warrants that it has the right to enter into this Agreement and to perform its obligations hereunder. Affiliate further represents and warrants that its use of RDB's products and services will comply with all applicable laws, rules, and regulations. RDB represents and warrants that it has the right to enter into this Agreement and to perform its obligations hereunder. RDB further represents and warrants that its products and services are of high quality and meet all applicable safety standards.
Prohibitions/Conditions
Affiliate may not resell RDB products.
Affiliate’s Platforms that contain RDB Links shall: (1) Use RDB Links that are provided by RDB and not from any other source; (2) not have defamatory or unlawful materials; (3) not infringe on the trademark, copyright, trademark rights or other rights of third parties; (4) not violate this Agreement; (5) be current with any required or advisable updates; and (5) be in compliance with all applicable federal, state and local laws.
Affiliate shall only use the Trademarks as expressly authorized in this Agreement.
Affiliate has no authority to negotiate, modify or change any of RDB’s pricing, or other terms between RDB and its Customers.
Non-Disparagement. Neither party shall disparage the other.
Affiliate shall not modify the Links provided by RDB.
Affiliate shall not modify its Platform or engage in SEO designed to or that would have the result of pulling internet traffic away from RDB’s Platforms, or in a manner that amounts to “key word stuffing” to attract search engine spiders to determine higher relevancy than RDB’s Platform (for additional example, you may not purchase keywords for SEO purposes using RDB’s Trademarks.
Affiliate shall not: (1) use framing technology on your Platforms that frames RDB Platforms; (2) gather information about a Customer without their knowledge or in a manner that violates The California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR) or any other applicable privacy/consumer protection law; and/or (3) install or embed spyware onto another’s devices.
Relationship of Parties. The parties are independent contractors to each other. Nothing in this Agreement shall create an employment, partnership, joint venture, agency, franchise or sales representative relationship between the parties. Neither Affiliate nor RDB is an agent of the other and neither has the authority to make or accept any offers or representations on the other’s behalf, unless such authority is set forth in a writing signed by both parties.
Customers. All Customers shall be deemed to be RDB’s customers.
Intellectual Property/Customer Information. During the term of this Agreement, Affiliate is granted a non-exclusive, nontransferable, revocable license to use RDB’s Trademarks. Affiliate shall not alter or modify RDB’s Trademarks. Affiliate shall not dispute, register or attempt to register any of RDB’s Trademarks or any trademarks that are confusingly similar to RDB’s Trademarks. Affiliate shall not obtain any rights, title or ownership interest in RDB or RDB’s Trademarks, or any other property belonging to RDB. Affiliate’s use of the Trademarks, including all goodwill associated with such use, shall inure solely to RDB. RDB owns all rights, title and interest in information created or collected as a result of a Customer accessing a Link or completing a purchase with RDB. Affiliate grants RDB rights to utilize any content created for the purpose of promoting RDB products on its website and/or social media platforms. Affiliate is granted a limited, non-exclusive, royalty-free license to use such information for the purposes of fulfilling Affiliate’s obligations under this Agreement. Affiliate shall not disclose any such information to any third party’s without RDB”s prior written approval.
Release/Limitation of Liability. Affiliate releases and holds RDB harmless for any claims, damages and expenses (including, without limitation, attorney’s fees and costs of litigation), whether such claim sounds in negligence, breach of contract, or any other cause of action, that arises out of: (a) a Customer’s use of a Link; (b) Customer’s use or purchase of any RDB products or services; or (c) the content development, operation, maintenance and contents of your Platform or any breach of your obligations under this Agreement.
Confidentiality
The parties agree to keep all information relating to this Agreement and their business relationship confidential and not to disclose it to any third party without the other party's prior written consent. Notwithstanding the above, the parties may disclose information regarding this Agreement and their business relationship to their respective counsel, tax advisor, financial advisor, and insurance professionals.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed following the laws of California. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the San Diego, California courts.
Entire Agreement/Modifications
This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties relating to the subject matter hereof. RDB may change or modify the terms and conditions of this Agreement at any time in their sole discretion following written notification. Any such changes shall become effective. Affiliate may terminate the Agreement if any modification is not acceptable to Affiliate. Affiliate’s continued participation in the program following RDB notifying Affiliate of a modification constitutes Affiliate’s acceptance of the change.
Limitation of Liability. RDB shall not be liable for indirect, special, punitive, or consequential damages arising in connection with this Agreement, even if RDB has been advised of the possibility of such damages. RDB’s aggregate liability arising with respect to this Agreement shall not exceed the total Referral Fees paid or payable to you under this Agreement that have been earned or paid within the past year prior to the most recent act that forms the basis of RDB’s liability.
Disclaimers. Except for any express warranties or representations provided to Customers independent of this Agreement, RDB makes no express warranties or representations regarding the Affiliate program or any products sold through the Affiliate program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). RDB is not responsible for any lost Referral Fees resulting from sales that are not completed due to interruptions, errors or malfunctions on RDB’s Platform or Links.
Miscellaneous. Time is of the essence in the performance of duties of this Agreement. The Recitals are incorporated as terms and conditions of this Agreement. A failure to enforce any provision of this Agreement shall not constitute a continuing waiver of the provision or any other provision of this Agreement. A waiver of a right under this Agreement must be in a writing signed by the waiving party. If any provision of this Agreement is or held to be invalid the remaining portion or portions of the Agreement shall be considered severable and remain in full force and effect. With the exception of Affiliate’s license to use RDB’s Trademarks, all other provisions of this Agreement shall survive termination. This Agreement may be executed in counterparts, facsimile or electronic signature, and shall be deemed to be executed in the City of San Diego, California.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
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Real Dog Box
