AFFILIATE AGREEMENT
This Affiliate Agreement (“Agreement”) is made as of __________ 2019 (“Effective Date”) between This Matters, Inc. (“COMPANY”), having a principal place of business at 53 Bridge St, #601, Brooklyn, New York 11201 and _____________________________________, a(n) ? individual, ? partnership, ? limited liability partnership, ? corporation, ? limited liability company of the state of ____________, having a principal place of business at ______________________________________________ (“Affiliate”).
1. Affiliate Program. Affiliate agrees, consistent with the terms and conditions of this Agreement, to market COMPANY remittance service according to the terms contained in this Agreement (the “Services”). In consideration for the provision of such Services, COMPANY shall pay Affiliate the fees according to the terms set forth in Exhibit A hereto (the “Marketing Fee”).
2. Marketing Content. In providing the Services, the Affiliate shall comply with all applicable laws. Affiliate shall not publish content about COMPANY, the COMPANY service, or its competitors that are false or misleading to consumers. In the event that the Affiliate publishes content on social media platforms where it is not readily apparent that the content constitutes an advertisement on behalf of COMPANY, Affiliate will ensure that the content contains a disclosure of the material connection between the parties Federal Trade Commission for endorsements in advertising by incorporating a "sponsored" or "ad" hashtag or similar disclosure into the content. If COMPANY requests Affiliate to correct, amend, remove any content, Affiliate shall promptly comply with COMPANY’s request. COMPANY reserves the right to request Affiliate to remove any content related to this Agreement for any reason at any time and Affiliate will remove the content within 24 hours of such request. Failure to comply with the content standards of this section or to remove or modify Affiliate’s published content upon COMPANY’s request may result in suspension or termination of this Agreement.
3. Trademarks. (a) Affiliate hereby grants COMPANY a limited, non-exclusive license during the term of this Agreement to use, display, and publish Affiliate’s trademarks on the COMPANY website or any other form of media, at COMPANY’s sole discretion. (b) COMPANY hereby grants Affiliate a limited, non-exclusive license during the term of this Agreement to use, display, and publish COMPANY trademarks (the “COMPANY Marks”), in a manner consistent with the use restrictions provided by COMPANY, for limited purposes of delivering the Services contemplated by this Agreement advertising on its website, social media channels, and other print and online marketing campaigns and promotional materials in order to promote the COMPANY service. (c) Affiliate will not modify or alter the COMPANY Marks, will follow all written instructions from COMPANY and guidelines for such use, and Affiliate will not use COMPANY’s Marks under this license grant in a disparaging or negative manner, as determined by COMPANY in its sole discretion. (d) Except for the limited rights granted herein, each party reserves to itself all right, title, and interest to its trademarks. (e) Each party will immediately cease use of any trademark of the other party upon written notice from the other party or upon receiving any notice claiming that such trademark infringes or violates a third party’s rights. Neither party shall contest the validity of, jeopardize, or take any action inconsistent with, the other party’s rights or goodwill in its trademarks.
4. Confidentiality. Affiliate agrees to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, except in performing Services, and not to disclose it to others. Affiliate further agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information. For purposes of this Agreement, “Confidential Information” means and will include: (i) any information, materials or knowledge regarding COMPANY and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to Affiliate or to which Affiliate has access in connection with performing Services; and (ii) the terms and conditions of this Agreement. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of Affiliate; (b) was rightfully in Affiliate’s possession at the time of disclosure, without restriction as to use or disclosure; (c) Affiliate rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (d) is independently developed by employees of Recipient without reference to the applicable party’s Confidential Information.
5. Disclaimers. Except as set forth herein, COMPANY makes no express or implied warranties or representations with respect to its activities or any items, content, technology or intellectual property provided or used hereunder (including, without limitation, warranties of merchantability of fitness for a particular purpose, non-infringement, title or any implied warranties arising out of course of performance, dealing or trade usage).
6. Relationship of the Parties. Affiliate is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between COMPANY and Affiliate. Affiliate will be solely responsible for report to any applicable government agencies as income any compensation received by Affiliate pursuant to this Agreement.
7. Indemnification. Affiliate will defend, indemnify, and hold harmless COMPANY from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from: any action by a third party against COMPANY that is based on a claim related to the Services performed under this Agreement, or the results of such Services infringe, misappropriate, or violate such third party’s intellectual property rights; and any action by a third party against COMPANY that is based on any act or omission of Affiliate and that results in: (i) personal injury (or death) or tangible or intangible property damage (including loss of use); or (ii) the violation of any statute, ordinance, or regulation.
8. Term & Termination. This Agreement will commence on the Effective Date and will remain in force and effect, unless terminated earlier in accordance with the terms of this Agreement. Company may terminate this Agreement at any time, for any reason or no reason, effective upon written notice to Affiliate. Either party may terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days following written notice thereof from the non-breaching party.
9. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Washington, excluding its body of law controlling conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Seattle, Washington and the parties irrevocably consent to the personal jurisdiction and venue therein.
10. Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
11. Entire Agreement. This Agreement, together with all Statements of Work, constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement in one or more counterparts as of the Effective Date.
