1. Introduction
This Affiliate Program Agreement ("Agreement") is entered into by Whitebridge ("Brand") and the undersigned ("Affiliate"), effective as of the date of joining the third party affiliate program managed by Whitebridge. The purpose of this Agreement is to outline the terms and conditions under which the Affiliate will promote Whitebridge in exchange for commission on sales generated through the Affiliate's marketing efforts. This Agreement establishes a collaborative relationship, with the Affiliate acting as an independent promoter for the Brand. The parties acknowledge and agree to adhere to the terms set forth herein to ensure a mutually beneficial partnership.
2. Eligibility and Enrollment
2.1 Eligibility Criteria:
To be eligible for participation in the Affiliate Program, the Affiliate must:
Be at least 18 years of age or of legal age in their jurisdiction.
If representing a legal entity, have the authority to bind the entity to this Agreement.
Comply with all applicable laws and regulations related to affiliate marketing.
Submit a completed application through the Brand's designated Affiliate Program platform.
2.2 Application and Acceptance:
The Affiliate must complete the application form provided by the Brand, including all required information and documentation.
The Brand reserves the right, at its sole discretion, to approve or reject any application based on its assessment of the Affiliate's suitability for the Program.
Upon acceptance into the Program, the Affiliate will be notified by email and provided with access to the Affiliate dashboard and promotional materials.
3. Trademark and Brand Use
3.1 Restrictions:
The Affiliate agrees not to:
Register or use any domain names that incorporate any of the Brand's trademarks, or any variations or misspellings thereof, without prior written consent from the Brand.
Use the Brand's trademarks in a manner that could cause confusion about the Affiliate's relationship with the Brand, including but not limited to suggesting an endorsement or partnership that does not exist.
3.2 Guidelines for Use of Trademarks and Logos:
The Brand will provide the Affiliate with specific trademarks, logos, and other promotional materials ("Branded Materials") for use in the Affiliate's marketing efforts.
The Affiliate may only use the Branded Materials in accordance with the Brand's guidelines, which include but are not limited to:
Displaying the Branded Materials in a manner that is consistent with the Brand's image and reputation.
Not altering or modifying the Branded Materials in any way without prior written consent from the Brand.
Ensuring that all uses of the Branded Materials clearly and accurately convey the Affiliate's independent role and do not imply a direct endorsement by the Brand.
The Affiliate must immediately cease using the Branded Materials upon request by the Brand or upon termination of this Agreement.
4. Modifications to the Agreement
4.1 Modifications Rights:
Whitebridge reserves the right, at its sole discretion, to modify or amend any terms, fees, charges, and features of the Affiliate Program, including but not limited to commission rates, payment schedules, and program policies, at any time without prior notice to ensure the Program's effectiveness and compliance with applicable laws and regulations.
4.2 Notification Process:
The Brand will notify Affiliates of any changes or modifications to the Agreement through email or by posting a notice on the Affiliate Program platform/dashboard.
Continued participation in the Affiliate Program following the notification of changes will constitute the Affiliate's acceptance of such changes. Affiliates who do not agree to the modified terms have the option to terminate the Agreement according to the termination provisions herein.
5. Advertising and Promotion Practices
5.1 Prohibited Content and Methods:
The Affiliate agrees to refrain from using any advertising or promotional methods that:
Contain or promote vulgar, racist, sexually explicit, or offensive content.
Violate any laws or regulations regarding discrimination, hate speech, or obscenity.
Utilize misleading, deceptive, or unethical practices, including false representations of the Brand or its products/services.
5.2 Search Engine Marketing Restrictions:
The Affiliate must not use the Brand's trademarks, or any variations thereof, in any search engine marketing (SEM) campaigns, including Google AdWords, Bing Ads, etc., without express written permission from the Brand.
Domain names used by the Affiliate should not contain the Brand's trademarks or any misspellings/variations that could cause confusion or mislead consumers.
5.3 Guidelines for Maintaining Brand Image:
All advertisements and promotional content must positively represent the Brand's image and values.
The Brand will provide guidelines for the use of its logos, trademarks, and any promotional materials. Affiliates are required to adhere to these guidelines to ensure brand consistency and recognition.
The Affiliate must obtain approval from the Brand for any custom promotional content or campaigns that are not covered by the provided guidelines.
6. Commission Structure
6.1 Commission Calculation and Payment:
Commissions will be calculated based on a percentage of sales generated through the Affiliate's tracked links or as a fixed amount for specific actions completed by referred customers, as detailed in the Affiliate dashboard.
Commission rates may vary based on product categories, promotion types, or specific campaigns. The Brand reserves the right to adjust commission rates as necessary.
6.2 Qualifying Actions:
Qualifying actions for earning commission include, but are not limited to, successful KYC verifications, completion of a purchase by a referred customer, and specific investment amounts reached by the referred investor.
The Brand will specify the actions that qualify for commissions and the timeframe within which these actions must be completed after the referral.
6.3 Conditions for Non-Payment:
Commissions will not be paid on:
Transactions that result from self-referrals or referrals of accounts owned by the Affiliate.
Sales that are canceled, returned, or where payment is refunded to the customer.
Transactions deemed fraudulent or in violation of the Agreement's terms.
The Brand reserves the right to withhold or reclaim commission payments in cases of suspected fraud or non-compliance with the Agreement.
7. Payment Terms
7.1 Payment Schedule and Methods:
Commissions earned by the Affiliate will be paid on a monthly basis, no later than the last day of the following month. Payments will be made through PayPal or bank transfer, as chosen by the Affiliate in their program profile. The Brand reserves the right to modify available payment methods at its discretion, provided that Affiliates are notified of any changes in advance.
7.2 Minimum Payout Thresholds:
Affiliates must reach a minimum payout threshold of 50$ before commissions are disbursed. Any earned commissions below this threshold will be carried over to the next payment cycle.
7.3 Tax and Legal Compliance:
Affiliates are solely responsible for all tax liabilities associated with their commissions and must comply with all applicable tax laws and regulations of their jurisdiction. Affiliates may be required to provide the Brand with necessary tax documentation or information as part of the payment process.
8. Prohibited Activities
8.1 Restrictions on Activities:
Affiliates are strictly prohibited from engaging in spamming, illegal advertising methods, and negative practices that harm users’ experiences online, including clickjacking and cookie stuffing. The use of any deceptive practices to generate traffic or sales is expressly forbidden.
8.2 Penalties for Prohibited Activities:
Engagement in any prohibited activities may result in immediate termination of this Agreement, forfeiture of all commissions earned, and potential legal action. The Brand reserves the right to monitor Affiliate activities for compliance and take preventive or corrective measures as needed.
9. Liability and Indemnification
9.1 Affiliate’s Legal Compliance:
The Affiliate agrees to conduct all advertising and promotion activities in compliance with all applicable laws, regulations, and guidelines, including but not limited to advertising standards and consumer protection laws. The Affiliate must ensure that all content used in promotions is accurate, truthful, and not misleading.
9.2 Indemnification:
The Affiliate agrees to indemnify, defend, and hold harmless the Brand and its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to the Affiliate’s:
Breach of this Agreement;
Violation of any law or the rights of any third party;
Use or misuse of the Brand's trademarks or promotional materials;
Advertising and promotion practices.
This indemnification obligation will survive the termination or expiration of this Agreement.
10. Intellectual Property Rights
10.1 Grant of Non-Exclusive Rights:
The Brand hereby grants the Affiliate a non-exclusive, non-transferable, and revocable right to access and use the Brand's promotional materials, including logos, trademarks, and marketing content, solely for the purpose of promoting the Brand's products or services under the terms of this Agreement.
10.2 Restrictions:
The Affiliate is not permitted to alter, modify, or change the Brand's logos, trademarks, or any promotional materials provided by the Brand without prior written consent. The Affiliate agrees to use these materials in a manner that maintains the integrity and reputation of the Brand.
11. Confidentiality
11.1 Agreement on Confidentiality:
Both parties agree to maintain the confidentiality of all non-public information exchanged during the term of this Agreement, including but not limited to, trade secrets, business plans, customer data, and marketing strategies. Confidential information does not include information that is publicly available or independently obtained without breach of this Agreement.
11.2 Use of Confidential Information:
Confidential information may only be used for the purposes of fulfilling obligations or exercising rights under this Agreement. Both parties agree to take reasonable steps to prevent the unauthorized disclosure or use of confidential information.
12. Term and Termination
12.1 Duration of the Agreement:
This Agreement will commence on the Effective Date and continue in effect until terminated by either party in accordance with the terms of this Agreement.
12.2 Conditions for Termination:
Either party may terminate this Agreement at any time with written notice to the other party if:
The other party breaches any term of this Agreement and fails to cure such breach within a specified period after receiving written notice;
There are any legal changes or new regulations that materially affect the ability of either party to fulfill its obligations under this Agreement.
12.3 Effects of Termination:
Upon termination, the Affiliate must cease all use of the Brand's promotional materials and trademarks and remove all such materials from their platforms. All outstanding commissions earned up to the date of termination will be paid according to the Payment Terms, except in cases of termination for breach by the Affiliate.
13. Dispute Resolution
13.1 Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without giving effect to any principles of conflicts of law.
13.2 Dispute Resolution Process:
In the event of a dispute arising under or in connection with this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiation. If the dispute cannot be resolved by negotiation, the parties agree to submit the dispute to binding arbitration under the rules of [Arbitration Association] in [Location]. The arbitration award shall be final and binding upon the parties, and may be entered as a judgment in any court of competent jurisdiction.
14. Miscellaneous Provisions
14.1 Force Majeure:
Neither party shall be held responsible for any delay or failure in performance under this Agreement to the extent such delay or failure is caused by events beyond their reasonable control, including but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials. Any such delay or failure shall suspend the Agreement until the force majeure event ceases.
14.2 Assignment and Subcontracting:
The Affiliate may not assign, subcontract, or delegate any of their duties or rights under this Agreement without the prior written consent of the Brand. Any unauthorized assignment or subcontract shall be deemed null and void.
14.3 Communication Protocols:
All communications and notices under this Agreement shall be in writing and sent via email to the addresses provided by each party. Any changes to contact information should be promptly communicated to the other party. Notices shall be deemed given upon confirmation of receipt.
15. Acceptance of Terms
The Affiliate agrees to these terms and conditions by registering for the Whitebridge Affiliate Program through the designated online platform. By accepting these terms, the Affiliate acknowledges that they have read, understood, and agreed to be bound by this Agreement, including all appendices and documents incorporated by reference.
Appendices
This Agreement may include the following appendices, which form an integral part of the Agreement:
Appendix A: Restricted Jurisdictions - A list of countries or regions where the Affiliate is not allowed to promote the Brand.
Appendix B: Specific Promotion Channels - Detailed guidelines on acceptable channels and methods for promoting the Brand, including any channel-specific restrictions or requirements.
Appendix C: Commission Structure Details - A comprehensive breakdown of the commission rates, bonus structures, and other incentives offered as part of the Affiliate Program.
Appendix D: Brand Guidelines - Detailed instructions on how the Brand's logos, trademarks, and promotional materials should be used in affiliate marketing activities.
Each Affiliate is responsible for reviewing and adhering to the guidelines and restrictions outlined in these appendices. Changes to appendices will be communicated to Affiliates in accordance with the Modification to the Agreement clause.
