Affiliate Program Agreement between Acoshia Inc. ("Company") and Affiliate.
1. Purpose
The purpose of this Agreement is to establish the terms and conditions under which the Affiliate will promote the Company’s products or services in exchange for a commission.
2. Enrollment in the Program
2.1. To enroll in the affiliate program, the Affiliate must submit a completed program application via the Company’s website.
2.2. The Company reserves the right to accept or reject any application at its sole discretion.
3. Affiliate Responsibilities
3.1. The Affiliate will promote the Company’s products or services through the Affiliate’s unique referral link.
3.2. The Affiliate agrees to use ethical marketing practices and comply with all applicable laws and regulations.
3.3. The Affiliate shall not engage in any deceptive, misleading, or fraudulent activities.
4. Commission and Payment
4.1. The Affiliate will earn a commission on the net revenue generated from customers referred by the Affiliate’s unique referral link.
4.2. Commissions will be paid via ShareASale.
4.3. The minimum payout threshold is based on ShareASale's payout terms.
5. Term and Termination
5.1. This Agreement will begin upon the Company’s acceptance of the Affiliate’s application and will continue until terminated by either party.
5.2. Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party.
5.3. Upon termination, the Affiliate must remove all links, banners, and promotional materials related to the Company from the Affiliate’s website or other marketing channels.
6. Intellectual Property
6.1. The Company grants the Affiliate a non-exclusive, non-transferable license to use the Company’s logos and marketing materials solely for the purpose of promoting the Company’s products or services under this Agreement, with limitations. Marketing materials and logos may not be manipulated or distorted. including but not limited to stretching out the logo to be pixelated, photoshopping images onto the logo, etc.
6.2. The Affiliate acknowledges that all intellectual property rights in the Company’s products, services, and promotional materials remain with the Company.
7. Confidentiality
7.1. The Affiliate agrees to keep confidential all information, including but not limited to, business plans, customer lists, and financial data, disclosed by the Company to the Affiliate.
8. Limitation of Liability
8.1. The Company will not be liable for any indirect, special, or consequential damages arising in connection with this Agreement or the Affiliate program.
8.2. The Company’s total liability under this Agreement will not exceed the total commissions paid or payable to the Affiliate under this Agreement.
9. Indemnification
9.1. The Affiliate agrees to indemnify and hold the Company harmless from any claims, damages, liabilities, or expenses arising from the Affiliate’s breach of this Agreement or any wrongful conduct.
10. Governing Law
10.1. This Agreement will be governed by and construed in accordance with the laws of Ontario, Canada.
11. Miscellaneous
11.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral.
11.2. No amendment or modification of this Agreement will be binding unless in writing and signed by both parties.
11.3. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
12. Prohibition on PPC Bidding
12.1. Restrictions: The Affiliate agrees that they shall not engage in any form of Pay-Per-Click (PPC) advertising or bidding activities using any of the Company’s trademarks, brand names, or keywords related to the Company’s products or services. This includes, but is not limited to, Google Ads, Bing Ads, and any other search engine or advertising network platforms.
12.2. Keywords and Trademarks: The prohibited keywords include, but are not limited to, any variations or misspellings of the Company’s trademarks, brand names, or product names. The Affiliate is also prohibited from bidding on any terms that directly or indirectly reference the Company or its offerings.
12.3. Monitoring and Enforcement: The Company reserves the right to monitor PPC advertising activities and enforce this clause. The Affiliate agrees to cooperate with the Company in any investigation regarding violations of this clause.
12.4. Consequences of Breach: In the event of a breach of this clause, the Company may take immediate action, including but not limited to, terminating the Affiliate’s participation in the Affiliate Program, and seeking damages or injunctive relief as deemed necessary.
12.5. Survival: The obligations under this clause shall survive the termination or expiration of this Agreement.
