Affiliate Agreement Template

Overview

This Affiliate Agreement Template establishes the legal relationship between your company and affiliate partners. Use this as a starting point and customize it for your specific program.

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The Agreement

AFFILIATE AGREEMENT

This Affiliate Agreement ("Agreement") is entered into as of [EFFECTIVE_DATE] ("Effective Date") by and between:

Company: [COMPANY_NAME], a [STATE/COUNTRY] [ENTITY_TYPE] with its principal place of business at [COMPANY_ADDRESS] ("Company")

Affiliate: [AFFILIATE_NAME], located at [AFFILIATE_ADDRESS] ("Affiliate")

Collectively referred to as the "Parties."

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1. Definitions

1.1 "Affiliate Link" means the unique tracking URL provided to Affiliate for promoting Company's products or services.

1.2 "Commission" means the payment due to Affiliate for Qualified Sales generated through their Affiliate Links.

1.3 "Qualified Sale" means a completed purchase by a new customer who:

• Clicked through Affiliate's unique tracking link
• Completed a purchase within [COOKIE_DURATION] days
• Did not request a refund within the refund period
• Is not an existing customer of Company

1.4 "Program" means Company's affiliate marketing program as described herein.

1.5 "Promotional Materials" means banners, text links, product images, and other marketing assets provided by Company.

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2. Appointment and Acceptance

2.1 Company appoints Affiliate as a non-exclusive affiliate to promote Company's products and services.

2.2 Affiliate accepts this appointment and agrees to promote Company's offerings in accordance with this Agreement.

2.3 This Agreement does not create an employment, agency, partnership, or joint venture relationship between the Parties.

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3. Commission Structure

3.1 Commission Rate: Affiliate shall earn a commission of [COMMISSION_RATE]% on all Qualified Sales.

3.2 Recurring Commissions: [IF_APPLICABLE: For subscription products, Affiliate shall earn [RECURRING_RATE]% on recurring payments for [RECURRING_DURATION] months.]

3.3 Commission Calculation: Commissions are calculated based on the net sale amount, excluding:

• Taxes
• Shipping costs
• Refunds and chargebacks
• Discounts applied

3.4 Minimum Payout: The minimum payout threshold is [MINIMUM_PAYOUT]. Commissions below this amount will roll over to the next payment period.

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4. Payment Terms

4.1 Payment Schedule: Commissions will be paid [PAYMENT_FREQUENCY] (e.g., monthly, bi-weekly).

4.2 Payment Method: Payments will be made via [PAYMENT_METHOD] (e.g., PayPal, bank transfer, Stripe).

4.3 Payment Timing: Payments are processed on the [PAYMENT_DAY] of each month for the previous period's commissions.

4.4 Holding Period: Commissions are held for [HOLDING_PERIOD] days after a sale to account for potential refunds.

4.5 Currency: All payments will be made in [CURRENCY].

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5. Affiliate Obligations

Affiliate agrees to:

5.1 Promote Company's products in a professional, ethical, and lawful manner.

5.2 Clearly disclose the affiliate relationship in compliance with FTC guidelines and applicable laws.

5.3 Not make false, misleading, or unsubstantiated claims about Company's products.

5.4 Not engage in spam, unsolicited communications, or deceptive marketing practices.

5.5 Not bid on Company's branded keywords in paid advertising without prior written approval.

5.6 Not use coupon or discount codes not officially provided by Company.

5.7 Maintain accurate and up-to-date contact and payment information.

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6. Prohibited Activities

Affiliate shall NOT:

6.1 Use cookie stuffing, ad injection, or other fraudulent tracking methods.

6.2 Create websites or content that could be confused with Company's official properties.

6.3 Send unsolicited emails (spam) promoting Company's products.

6.4 Make purchases through their own affiliate links (self-referrals).

6.5 Incentivize clicks or purchases through misleading offers.

6.6 Violate any applicable laws, including data protection and consumer protection regulations.

6.7 Sublicense or transfer affiliate rights to third parties without written consent.

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7. Intellectual Property

7.1 Company grants Affiliate a non-exclusive, non-transferable license to use Promotional Materials solely for promoting Company's products.

7.2 Affiliate shall not modify Promotional Materials without prior written approval.

7.3 All intellectual property rights in Company's products, services, and materials remain with Company.

7.4 Upon termination, Affiliate shall immediately cease using all Company trademarks and materials.

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8. Confidentiality

8.1 Affiliate agrees to keep confidential all non-public information received from Company, including but not limited to:

• Commission rates and structures
• Upcoming product launches
• Business strategies and plans
• Customer data (if any is shared)

8.2 This confidentiality obligation survives termination of this Agreement.

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9. Term and Termination

9.1 Term: This Agreement is effective from the Effective Date and continues until terminated.

9.2 Termination for Convenience: Either party may terminate this Agreement with [NOTICE_PERIOD] days written notice.

9.3 Termination for Cause: Company may terminate immediately if Affiliate:

• Breaches any material term of this Agreement
• Engages in fraudulent or illegal activity
• Damages Company's reputation

9.4 Effect of Termination:

• Affiliate's access to the Program will be revoked
• Pending commissions (subject to holding period) will be paid out
• Affiliate must remove all Company links and materials

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10. Limitation of Liability

10.1 COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO AFFILIATE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.2 NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

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11. Indemnification

Affiliate agrees to indemnify and hold harmless Company from any claims, damages, or expenses arising from:

• Affiliate's breach of this Agreement
• Affiliate's promotional activities
• Affiliate's violation of any laws or third-party rights

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12. Modifications

12.1 Company reserves the right to modify this Agreement, commission rates, or Program terms with [MODIFICATION_NOTICE] days notice.

12.2 Continued participation in the Program after modifications constitutes acceptance.

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13. General Provisions

13.1 Governing Law: This Agreement is governed by the laws of [GOVERNING_LAW_JURISDICTION].

13.2 Dispute Resolution: Any disputes shall be resolved through [DISPUTE_RESOLUTION_METHOD] in [DISPUTE_LOCATION].

13.3 Entire Agreement: This Agreement constitutes the entire understanding between the Parties.

13.4 Severability: If any provision is found unenforceable, the remaining provisions remain in effect.

13.5 Waiver: Failure to enforce any provision does not constitute a waiver.

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Signatures

COMPANY:

Name: _______________________

Title: _______________________

Date: _______________________

Signature: _______________________

AFFILIATE:

Name: _______________________

Date: _______________________

Signature: _______________________

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How to Use This Template

1. Replace all [BRACKETED] variables with your specific information
2. Review with legal counsel before using in production
3. Customize sections based on your program's specific needs
4. Keep a signed copy on file for each affiliate

Key Variables to Customize

Variable	Description	Example
[COMPANY_NAME]	Your company's legal name	Acme Software Inc.
[COMMISSION_RATE]	Base commission percentage	20
[COOKIE_DURATION]	Tracking cookie duration in days	30
[MINIMUM_PAYOUT]	Minimum amount before payout	$50
[PAYMENT_FREQUENCY]	How often you pay	Monthly
[HOLDING_PERIOD]	Days to hold commissions	30

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FAQ

Do I need a lawyer to use this template?

While this template provides a solid foundation, we strongly recommend having a qualified attorney review and customize it for your specific jurisdiction and business needs.

Can I modify this template?

Yes! This template is meant to be customized. Add, remove, or modify sections based on your program's requirements.

What's the difference between this and Terms & Conditions?

An Affiliate Agreement is a contract between you and individual affiliates. Terms & Conditions are publicly posted rules that all affiliates must follow by joining your program.