Affiliate Agreement
This Affiliate Agreement ("Agreement") is made and entered into as of the date signed by and between Fun-Gal Snacks LLC ("Company") and the signing affiliate ("Affiliate").
Recitals
WHEREAS, the Company is in the business of [Description of Business]; and
WHEREAS, the Affiliate desires to promote the Company’s products/services in exchange for commission payments as set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. Definitions
- 1.1 "Affiliate Program" means the program administered by the Company under which the Affiliate will promote the Company's products/services and receive a commission for sales generated.
- 1.2 "Affiliate Link" means a specific URL provided by the Company to the Affiliate for tracking purposes, which directs potential customers to the Company's website.
- 1.3 "Commission" means the compensation payable to the Affiliate for each Qualifying Sale, as defined in Section 6 of this Agreement.
- 1.4 "Qualifying Sale" means a sale of the Company’s product/service that is (i) made to a customer who accesses the Company's website through the Affiliate Link, and (ii) meets the criteria set forth in this Agreement.
- 1.5 "Promotional Materials" means any trademarks, logos, content, or other marketing materials provided by the Company to the Affiliate for use in promoting the Company's products/services.
2. Enrollment in the Affiliate Program
- 2.1 To begin the enrollment process, the Affiliate must submit a completed Affiliate Program application to the Company.
- 2.2 The Company reserves the right to accept or reject any application at its sole discretion.
3. Promotion and Affiliate Link
- 3.1 The Company will provide the Affiliate with one or more Affiliate Links.
- 3.2 The Affiliate agrees to place the Affiliate Links on their website, email, or other marketing channels in compliance with the terms of this Agreement.
- 3.3 The Affiliate agrees not to engage in any fraudulent or illegal activities or in any activities that may harm the reputation of the Company.
4. Tracking and Measurement
- 4.1 The Company will provide the Affiliate with one or more Affiliate Links to track sales generated through the Affiliate's marketing efforts.
- 4.2 The Company will track and report sales generated through the Affiliate Links, and such tracking will be the sole determinant for the calculation of Commissions.
5. Intellectual Property and Promotional Materials
- 5.1 The Company hereby grants the Affiliate a non-exclusive, non-transferable, revocable license to use the Company's trademarks, logos, and other intellectual property (collectively, "Company IP") solely for the purpose of promoting the Company’s products/services under the terms of this Agreement.
- 5.2 The Company will provide the Affiliate with Promotional Materials, which the Affiliate may use solely in connection with the promotion of the Company's products/services.
- 5.3 The Affiliate acknowledges that the Company IP and Promotional Materials are the sole and exclusive property of the Company, and nothing in this Agreement will operate as an assignment or transfer of any rights to the Affiliate.
- 5.4 The Affiliate agrees not to modify, alter, or create derivative works of the Company IP or Promotional Materials without the prior written consent of the Company.
- 5.5 The Affiliate agrees not to use the Company IP or Promotional Materials in any manner that is misleading, disparaging, or otherwise damaging to the Company or its reputation.
- 5.6 Upon termination of this Agreement, the Affiliate must immediately cease all use of the Company IP and Promotional Materials and remove any such materials from their site and marketing channels.
6. Commissions
- 6.1 The Company will pay the Affiliate a Commission for each Qualifying Sale. The Commission rate is 15% of the sale amount.
- 6.2 Commission rates are subject to change at the discretion of the Company. Any changes will be communicated to the Affiliate in writing at least [30] days in advance.
- 6.3 Commissions will be calculated on a monthly basis and paid on the 20th of every month for the previous month's commission.
- 6.4 The Company reserves the right to withhold Commissions for any sales that are later determined to be invalid or fraudulent.
- 6.5 The Affiliate is responsible for any taxes associated with the Commission payments.
7. Sales Validations and Payment Schedules
- 7.1 The Company will validate all sales to ensure they meet the criteria of Qualifying Sales.
- 7.2 Payments will be made via ShareASale, to the account designated by the Affiliate.
- 7.3 The Affiliate is responsible for providing accurate payment details and is responsible for any fees associated with receiving payments.
8. Advertising Compliance
- 8.1 The Affiliate agrees to comply with all applicable laws, regulations, and guidelines, including but not limited to those related to advertising and consumer protection.
- 8.2 The Affiliate must not make any false, misleading, or deceptive claims about the Company's products/services.
- 8.3 The Affiliate agrees to include a clear and conspicuous disclosure on their website or marketing materials that they are an affiliate of the Company and will receive a commission for sales generated through their promotional efforts.
9. Coupon and Deal Policies
- 9.1 Authorized Coupons: The Affiliate is permitted to promote only those coupons and deals that are provided exclusively through the Company's Affiliate Program. Any use of unauthorized coupons or deals not issued by the Company is strictly prohibited.
- 9.2 Coupon Codes: Affiliates may not generate or promote their own coupon codes unless expressly authorized in writing by the Company. Affiliates are required to use only the official coupon codes provided by the Company.
- 9.3 Expiration of Coupons: Affiliates must ensure that all promoted coupons and deals are current and not expired. Affiliates must promptly remove any expired coupons and deals from their promotional materials and websites.
- 9.4 Exclusive Deals: Affiliates may not promote any exclusive deals or offers without prior written approval from the Company. Any exclusive offers provided must be used in accordance with the Company's guidelines and terms.
- 9.5 No Misrepresentation: Affiliates must accurately represent the terms and conditions of all coupons and deals. Misrepresentation of any offer, including the value, validity period, and applicable products/services, is prohibited.
- 9.6 Pay-Per-Click (PPC) Advertising: Affiliates are prohibited from using PPC advertising that includes the Company’s trademarks, coupon codes, or any variation thereof without prior written consent from the Company. This includes but is not limited to advertising on search engines, social media platforms, and other digital advertising networks.
- 9.7 Monitoring and Compliance: The Company reserves the right to monitor the Affiliate’s use of coupons and deals. If the Company determines, at its sole discretion, that the Affiliate is not in compliance with this policy, the Company may terminate this Agreement immediately.
- 9.8 Consequences of Violation: Any violation of these Coupon and Deal Policies will result in the forfeiture of any outstanding Commissions and may result in the immediate termination of this Agreement. The Affiliate may also be required to indemnify the Company for any losses or damages resulting from the misuse of coupons and deals.
10. Term and Termination
- 10.1 This Agreement will begin on the date of acceptance and will continue until terminated by either party.
- 10.2 Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.
- 10.3 Upon termination, the Affiliate must remove all Affiliate Links and cease all promotion of the Company's products/services.
- 10.4 The Company reserves the right to terminate this Agreement immediately if the Affiliate is found to have misused the Company IP, Promotional Materials, or engaged in any activity that the Company deems harmful to its interests.
11. Confidentiality
- 11.1 The Affiliate agrees to keep all information relating to this Agreement and the Affiliate Program confidential and not to disclose such information to any third party.
12. Limitation of Liability
- 12.1 The Company will not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement or the Affiliate Program.
13. Indemnification
- 13.1 The Affiliate agrees to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, agents, and representatives from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (i) the Affiliate’s use of the Company IP and Promotional Materials, (ii) the Affiliate’s breach of this Agreement, (iii) the Affiliate’s negligence or willful misconduct, (iv) the Affiliate’s failure to comply with applicable laws, regulations, and guidelines, (v) the Affiliate’s failure to maintain the integrity of the Company’s brand, and (vi) the Affiliate’s actions that jeopardize the financial security of the Company.
14. Non-Disparagement
- 14.1 The Affiliate agrees not to make any statements or comments that disparage or may harm the reputation of the Company, its products/services, or its employees, officers, and directors.
15. Disputes
- 15.1 Any disputes arising out of or in connection with this Agreement shall be resolved through binding arbitration in Camden, DE.
16. Miscellaneous
- 16.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.
- 16.2 This Agreement may be amended only by a written document signed by both parties.
- 16.3 This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
- 16.4 Any disputes arising out of or in connection with this Agreement shall be resolved through binding arbitration in Camden, DE.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
