_____________ (insert legal name of corporation) AFFILIATE AGREEMENT
Please read this agreement carefully and completely before applying to become an affiliate of
_____________ (insert legal name of corporation) (the "Company"). Clicking on the “AGREE” button below
will indicate your acceptance of the terms and conditions contained in this agreement. The Company
has the right, in its sole discretion, to modify any of the terms and conditions contained in this
agreement at any time by posting a notice of change, together with a revised agreement on this web
site. If you continue to participate in our affiliation program following the posting of a notice of
change and revised agreement, you will be deemed to have accepted the revisions to the agreement.
For interpretation of this contract, the use of words indicating the singular number shall include the
plural and vice versa, and the use of words indicating the masculine gender include the feminine and
neuter genders and vice versa. If you are entering into this agreement on behalf of a company or
organization, the words “you”, “your” and “yourself” where used herein shall refer to the company or
organization you represent and its employees, agents, directors, officers and representatives who are
involved in any way in the _____________ (insert name of corporation) Affiliate Program.
1. Scope of Agreement
By completing and submitting the Affiliate Program application form and clicking the “AGREE” button
below, you are entering into a legal agreement with the Company which governs the terms of your
participation in the __________ (insert name of corporation)’s Affiliate Program. Through your affiliation
with the Company, you are also entering into a third party agreement with _____________ (insert legal
name of party) (the "Administrator"), the __________ (insert name of corporation)’s Affiliate Program
administrator, and will be entered into the Administrator's network of merchants and affiliates.
• “__________ (insert name of corporation) Marks” means any of the trademarks, service marks, trade
names, designs, logos, images and/or other proprietary names or marks owned by and used by
• “__________ (insert name of corporation) Site” means any website owned, maintained or controlled
from time to time by or on behalf of the Company and any entity controlled by or under common
control with the Company.
• “Click-through” means when a user of Your Website (other than the website owner, webmaster,
or an employee or agent of the website owner) clicks on a Link which leads the user to a page on
the __________ (insert name of corporation) Site.
• “Link” means a URL hyperlinked to text, a graphic, a search field or another information object
on Your Website, and includes a text link or a banner.
• “Term” means the term of this Agreement as defined in Section 9 hereof.
• “Your Website” means the website maintained by you as indicated on your Affiliate Program
application form under “Site URL”.
3. Enrollment in Affiliate Program
3.1 To enroll in the __________ (insert name of corporation)’s Affiliate Program, you must submit a
completed Affiliate Program application via the __________ (insert name of corporation) Site at _________
(insert website address URL) or through the Administrator’s website at _________ (insert website address
URL). the Company and the Administrator will review your application and will notify you within _____
(insert number) days to advise you whether your application has been accepted or rejected. The Company
or the Administrator may reject your application if they determine that Your Website is unsuitable for the
Affiliate Program for any reason. If your application is rejected, you may reapply at any time, and your
resubmitted application will be reviewed and considered.
3.2 By submitting the Affiliate Program application form, you acknowledge that you have evaluated
independently the desirability of participating in the __________ (insert name of corporation) Affiliate
Program and are not relying on any guarantee or statement other than any contained in this Agreement.
4. __________ (insert name of corporation) ’s Rights and Responsibilities
4.1 The Company will provide you with graphical and textual Links that will enable users of Your
Website to click through to the __________ (insert name of corporation) Site, as set forth in more detail in
Section 5 hereof. [description of any other items that Company will provide affiliate]
4.2 The Company is and, during the Term hereof, will remain solely responsible for the
development, maintenance and operation of the __________ (insert name of corporation) Site.
5. Your Rights and Responsibilities
5.1 You are and, during the Term hereof, you will remain solely responsible for the development,
maintenance and operation of Your Website and for all materials and content that appear on Your
Website. The Company and the Administrator reserve the right to refuse acceptance of Your Website into
the __________ (insert name of corporation) Affiliate Program and the Administrator's Network,
respectively, of Your Website for any reason, including without limitation, the posting of any content that
is libelous, defamatory, obscene, pornographic, abusive or overly violent, or that promotes illegal activity
or behavior or discrimination or harassment based on age, disability, gender, national origin, race or
sexual orientation, or in the Company’s determination, the content adversely impacts the Company’s
reputation or violates any law or regulation.
5.2 You will select the Qualifying Links you wish to display from the Qualifying Links provided by
the Company on the __________ (insert name of corporation) /Administrator's (delete inapplicable) Site and
will place the selected Qualifying Links on Your Website to enable users of Your Website to click on the
Qualifying Links to Click-through to the __________ (insert name of corporation) Site. You may display the
Qualifying Links you select on as many pages of Your Website as you wish.
5.3 You will display the Qualifying Links on Your Website in the form, manner and presentation
described in the Links Usage Procedures attached as Schedule “A” to this Agreement and in accordance
with such additional instructions as the Company may provide to you from time to time (“Usage
Instructions”). You understand that the Company may modify the Links Usage Procedures and/or the
Usage Instructions at any time. You will not reformat or otherwise modify the Qualifying Links without
the prior written consent of the Company. You will not be entitled to a commission for Click-throughs of
Qualifying Links that have been reformatted or otherwise modified without such prior written consent.
5.4 You agree not to make any representations, warranties or other statements concerning the
Company, the __________ (insert name of corporation) Site, any of the Company’s products or services, or
the __________ (insert name of corporation) Site policies, except as expressly authorized in this Agreement
or by the Company in writing. You are responsible for notifying the Company and the Administrator of
any malfunctioning of the Qualifying Links or any other problems that arise with respect to your
participation in the Affiliate Program. the Company will respond promptly to all concerns upon such
notification by you.
5.5 You will not solicit any of the Company's advertisers or clients without the prior written
approval of the Company.
5.6 You will not create, publish or distribute any item that contains references to the Company or the
Company’s business or your affiliation with the Company without first submitting such item to the
Company and receiving the Company’s written consent.
6.1 The Company agrees to pay commissions for each valid Click-through on a Qualifying Link, in
which the user access a __________ (insert name of corporation) Web page, at the rate of ______ % (insert
commission rate). The Company has no obligation to pay for commissions for Click-throughs from a
Qualifying Link that were fraudulent or do not otherwise fit the definition of a Click-through. Repetitive
entrance and exit to the __________ (insert name of corporation) Site to generate multiple Click-throughs
will be considered fraudulent.
6.2 The Company will pay you within _____ (insert number) days after the end of each
month/calendar quarter (delete inapplicable) for all commissions earned under this Section during the
prior month/quarter (delete inapplicable), less any taxes the Company may be required to withhold, and
less any amount the Company determines, in its sole discretion, was not validly earned from proper use
of the Qualifying Link on Your Website or from valid Click-throughs. If commissions earned during any
month/calendar quarter (delete inapplicable) are less than $______, the Company, in its sole discretion,
may hold those commissions until such time as the total amount due is at least $___ or (if earlier) until
this Agreement is terminated.
6.3 You will be provided with a password that will enable you to enter a password-protected site,
the address of which will be sent to you by the Administrator. You may use the password to log in to that
site solely to access information about the number of times the Qualifying Link on Your Website has
generated a Click-through to the Company. The Company will pay commissions based only on valid
Click-throughs. You understand and agree that the commission is based on the initial Click-through and
not the number of pages visited during a session.
6.4 All determinations of valid Click-throughs and commissions payable based thereon will be made
by the Company in its sole discretion. If you have reason to believe that you are entitled to commissions
for Click-throughs that the Company has rejected as invalid, you may appeal to the Administrator, whose
determination will be final and binding on both the Company and you. Commission rates will be set
solely by the Company in its discretion and may be changed at any time upon notice by the Company
which will be posted on the __________ (insert name of corporation) Site at _________ (insert website address
7. Ownership and Licenses
7.1 The parties hereto shall retain all ownership of and right, title and interest in and to their
respective names, logos, trademarks, service marks, copyrights and proprietary technology, including,
without limitation, those names, logos, trademarks, service marks, copyrights and proprietary technology
currently used or which may be developed and/or used by such party in the future.
7.2 The Company hereby grants you during the Term, subject to the terms and conditions of this
Agreement, including the Links Usage Procedures set forth in Schedule “A” hereto, a revocable, non-
exclusive, worldwide, royalty-free license to use, reproduce, display and transmit the Qualifying Links
and the accompanying __________ (insert name of corporation) Marks on Your Website solely for the
purpose of creating links from Your Website to the __________ (insert name of corporation) Site. Except as
expressly set forth in this Agreement or permitted by applicable law, you may not copy, distribute,
modify, reverse engineer, or create derivative works from __________ (insert name of corporation) Marks or
the __________ (insert name of corporation) Site. You may not sublicense, assign or transfer any such
licenses for the use of __________ (insert name of corporation) Marks, and any attempt to sublicense, assign
or transfer the same will be deemed void.
7.3 During the Term, you will not adopt, use, or register, or apply for registration of, whether as a
corporate name, trade mark, service mark or other indication of origin, any of the __________ (insert name
of corporation) Marks, service marks or trade names, or any word or mark that is confusingly similar to the
__________ (insert name of corporation) Marks in any jurisdiction.
7.4 You hereby grant the Company during the Term a revocable, non-exclusive, worldwide, royalty-
free license to use, reproduce and transmit any graphic or banner ad submitted by you solely for co-
branding purposes or as a return link from the __________ (insert name of corporation) Site to Your
8. Representations and Warranties
8.1 The Company represents and warrants that it has all the requisite corporate power and authority
to enter into this Agreement and to perform its obligations hereunder. The Company does not warrant
that the __________ (insert name of corporation) Site or anything contained thereon will meet your
requirements or that performance or operation of the __________ (insert name of corporation) Site will be
uninterrupted or error-free. __________ (insert name of corporation) AND ITS LICENSORS MAKE NO
OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR USE OR PURPOSE, COURSE OF DEALING OR PERFORMANCE AND NON-
8.2 You represent and warrant as follows:
(a) if you are an individual, you are 18 years of age or older and have valid legal capacity to enter
into this Agreement and to perform your obligations hereunder, or if you are the representative
of a company, you have all of the requisite corporate power and authority to enter into this
Agreement on behalf of the company and the company has requisite corporate power and
authority to perform its obligations hereunder, and, in either case, no other consent, approval or
authority is necessary or required to bind you as an individual or as a company to all the terms
and conditions hereof;
(b) you have read this Agreement and you understand and agree t