Affiliate-Friendly Affiliate Marketing Agreement Template

"Affiliate Link" means any unique URL, code, banner, widget, application programming interface call or other tracking mechanism issued by the Merchant or the Merchant's Tracking System to the Affiliate that identifies a visitor or customer as having been referred by the Affiliate.

"Affiliate Channels" means the websites, social media accounts, applications, newsletters, video channels and other media properties owned or controlled by the Affiliate and approved by the Merchant, as listed in the Affiliate's enrollment application or as subsequently added in accordance with this Agreement.

"Commission" means the amount payable by the Merchant to the Affiliate in respect of a Qualifying Sale, calculated as a percentage of the Net Sale Value in accordance with this Agreement.

"Cookie Period" means the period of [number] days commencing on the date and time of a Referred Customer's first click on an Affiliate Link, during which any Qualifying Sale to that Referred Customer is attributable to the Affiliate.

"Merchant Materials" means all logos, trademarks, product images, descriptions, banners, text, creative assets and other promotional content supplied or made available by the Merchant to the Affiliate for use in connection with this Agreement.

"Net Sale Value" means the total price actually paid by a Referred Customer for Products in a Qualifying Sale, exclusive of sales, value-added and similar taxes, shipping and handling charges, and amounts refunded or credited to the Referred Customer within the Return Period, and without deduction of payment processing fees, discounts funded by the Merchant, or any other costs of the Merchant.

"Products" means the goods, services, subscriptions and digital offerings that the Merchant makes available for sale to customers and that are designated as eligible for promotion under this Agreement, as may be updated from time to time in accordance with this Agreement.

"Qualifying Sale" means any completed purchase of Products by a Referred Customer, made within the Cookie Period, that has been paid for by the Referred Customer and that is not cancelled or refunded within the Return Period, including any repeat, additional or renewal purchases by the same Referred Customer within the Cookie Period.

"Referred Customer" means any person or entity that accesses the Merchant's website or other sales channel through an Affiliate Link and whose click is recorded by the Tracking System.

"Return Period" means the period of [number] days following the date of a sale, during which the Referred Customer may cancel, return or obtain a refund for the Products under the Merchant's published policies.

"Territory" means [geographic territory or "worldwide"].

"Tracking System" means the technology, software, platform or network used by the Merchant, or by a third-party provider engaged by the Merchant, to record clicks, referrals, conversions and sales attributable to Affiliate Links.

"Applicable Law" means all laws, regulations, binding codes, regulatory guidance and orders applicable to a Party or to the activities contemplated by this Agreement, including those relating to advertising, consumer protection, endorsements and disclosures, data protection, privacy, anti-corruption and electronic communications.

In this Agreement, unless the context otherwise requires, headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; the word "including" means "including without limitation"; references to a "day" are to a calendar day; and references to "written" or "in writing" include email.

The Merchant hereby appoints the Affiliate, and the Affiliate hereby accepts appointment, as a non-exclusive affiliate of the Merchant to promote the Products within the Territory through the Affiliate Channels, subject to the terms of this Agreement.

The Affiliate shall submit an enrollment application containing the information reasonably requested by the Merchant, including details of the Affiliate Channels. The Merchant shall review each application and notify the Affiliate of its decision within [number] days of receipt. Any rejection shall be accompanied by a written statement of reasons, and the Merchant shall not unreasonably withhold, condition or delay approval of an application that satisfies the Merchant's published objective criteria.

This Agreement shall become effective upon the Effective Date, and the Affiliate's enrollment shall be deemed complete upon the Merchant's written confirmation and the issuance of Affiliate Links. Where the Merchant fails to respond within the period stated above, the application shall be deemed approved.

The appointment is non-exclusive as regards the Affiliate's own activities. The Affiliate remains free to promote products and services of third parties, including competitors of the Merchant, provided that the Affiliate complies with this Agreement. Nothing herein restricts the Affiliate from engaging in any other business activity.

The Merchant shall not appoint any other affiliate, agent, or sales channel in a manner that deprives the Affiliate of Commission on a Qualifying Sale properly attributable to the Affiliate under this Agreement, and the Merchant shall not use any Affiliate Link, Referred Customer data or Affiliate Channel for purposes of redirecting sales to other sources.

The Affiliate may add new Affiliate Channels by written notice to the Merchant. Such channels shall be deemed approved unless the Merchant objects in writing, with reasonable grounds, within [number] days of notice.

The Affiliate may, with notice to the Merchant, engage sub-affiliates, contractors and service providers to assist in the promotion of the Products, provided that the Affiliate remains responsible for their compliance with the provisions of this Agreement applicable to promotional conduct. The Affiliate is an independent contractor, and nothing in this Agreement creates any partnership, joint venture, employment, franchise or agency relationship between the Parties. The Affiliate has no authority to bind the Merchant.

The Affiliate shall use commercially reasonable efforts to promote the Products in a professional manner through the Affiliate Channels. The Affiliate shall determine, in its sole discretion, the manner, timing, frequency and means of promotion, subject to the requirements of this Agreement. The Affiliate does not guarantee any minimum level of traffic, referrals or sales, and no minimum performance obligation applies.

The Affiliate shall comply with Applicable Law in its promotion of the Products, including by clearly and conspicuously disclosing its material connection with the Merchant and the fact that it may receive compensation for Qualifying Sales, in the form and manner required by Applicable Law.

The Affiliate shall make only those statements regarding the Products that are consistent with the Merchant Materials or that are truthful, not misleading and capable of substantiation. The Affiliate shall not make any claim, warranty or representation about the Products on behalf of the Merchant that is not contained in the Merchant Materials or otherwise approved by the Merchant.

The Affiliate shall not promote the Products on any website or channel that contains unlawful content, or content that is pornographic, hateful, or that infringes the rights of third parties.

The Affiliate shall promptly remove or correct, within [number] business days of receipt of a reasonable written notice from the Merchant, any promotional content that the Merchant reasonably demonstrates to be in breach of this Agreement or Applicable Law.

The Affiliate shall maintain accurate records of its principal promotional activities relating to the Products for a period of [number] months following the relevant activity, and shall provide such records to the Merchant upon reasonable written request in connection with an investigation of suspected non-compliance.

The Merchant may issue reasonable written brand guidelines applicable to the use of Merchant Materials. Any guideline that materially alters the Affiliate's obligations or economics shall take effect only upon [number] days' prior written notice, and shall not apply to content published before the effective date of such guideline.

The Affiliate shall not send, or cause to be sent, unsolicited commercial email, text messages or other electronic communications ("Spam") promoting the Products, including any message sent to a recipient who has not given the consent required by Applicable Law to receive such communications.

The Affiliate shall not engage in any of the following practices in connection with the promotion of the Products: (i) use of fraudulent, automated or artificial means to generate clicks, impressions, leads or sales, including bots, click farms and incentivized clicking schemes; (ii) cookie stuffing or forced clicks; or (iii) misrepresenting itself as the Merchant or as an official representative of the Merchant.

For clarity, the prohibition in this Section does not extend to communications sent to individuals who have opted in to receive the Affiliate's communications in accordance with Applicable Law, including the Affiliate's subscribers, members and followers, nor to organic content, social media posts, reviews, editorial content, or advertising through lawful paid channels, each of which remains permitted unless expressly prohibited by this Agreement.

The Affiliate shall not bid on the Merchant's registered trademarks as keywords in paid search advertising, nor register domain names confusingly similar to the Merchant's trademarks, unless the Merchant has given prior written consent, which shall not be unreasonably withheld.

Upon becoming aware of a breach of this Section, the Merchant shall notify the Affiliate in writing with reasonable supporting evidence and shall allow the Affiliate a period of [number] days to investigate and remedy the breach before exercising any remedy under this Agreement, unless the breach is incapable of remedy.

The Merchant may withhold Commission only in respect of those specific transactions that the Merchant demonstrates, by reasonable written evidence provided to the Affiliate, to have resulted directly from a breach of this Section. Any Commission so withheld in error shall be paid within [number] days of resolution, together with interest in accordance with this Agreement.

The Merchant shall provide the Affiliate with access to the Tracking System, a reporting dashboard, Affiliate Links and the Merchant Materials, in each case at no charge to the Affiliate and promptly following enrollment.

The Merchant shall maintain the Products and the Merchant's website and checkout processes in a condition reasonably calculated to permit Referred Customers to complete purchases, and shall use commercially reasonable efforts to ensure the Tracking System operates accurately and with minimal downtime.

The Merchant shall provide the Affiliate with timely notice, of not less than [number] days, of any planned change to the Products, pricing, promotions, Merchant Materials, tracking technology or checkout process that may reasonably be expected to affect the Affiliate's promotion or Commission.

The Merchant shall appoint an affiliate manager, whose details are [placeholder: name, email, telephone], who shall respond to the Affiliate's reasonable queries within [number] business days.

The Merchant shall fulfill orders placed by Referred Customers, provide customer service, process payments, refunds and returns, and bear all responsibility for the quality, safety, legality, delivery and after-sales support of the Products. The Merchant shall comply with Applicable Law in the marketing, sale and supply of the Products.

The Merchant shall hold all rights, licenses and approvals necessary to sell the Products and to authorize the use of the Merchant Materials, and shall not alter the Merchant Materials in a way that renders existing Affiliate content misleading or inaccurate without giving the Affiliate reasonable notice to update such content.

The Merchant shall not, without the Affiliate's prior written consent, contact Referred Customers for the purpose of discouraging the use of Affiliate Links, nor use Affiliate Links or the Affiliate's brand in any manner that disparages the Affiliate.

The Merchant shall track all clicks on Affiliate Links and all resulting sales using the Tracking System, and shall record each Qualifying Sale as attributable to the Affiliate where the Referred Customer's first click on an Affiliate Link occurred within the Cookie Period before the purchase.

The Cookie Period shall be [number] days. Any purchase of Products by a Referred Customer within the Cookie Period, whether of the Products initially viewed or of any other Products offered by the Merchant, and whether through a single or multiple purchases, shall be credited to the Affiliate and constitute a Qualifying Sale. The Cookie Period shall not be shortened without the Affiliate's prior written consent.

Where a Referred Customer clicks on Affiliate Links of more than one affiliate, the Merchant shall attribute the sale to the Affiliate where the Affiliate's click was the first click recorded within the Cookie Period, or on such other basis as agreed in writing by the Parties, and shall not apply any attribution model less favorable to the Affiliate than the foregoing.

The Merchant shall employ tracking methods reasonably designed to capture sales completed on different devices, browsers and sessions, including through logged-in user accounts, coupon codes assigned to the Affiliate and server-to-server tracking. Where a sale is made using a coupon code assigned to the Affiliate, the sale shall be attributed to the Affiliate regardless of whether a cookie is present.

If the Tracking System fails, is unavailable, or fails to record a sale that the Affiliate can reasonably demonstrate through other evidence (including server logs, order data or Affiliate records) to have been referred by the Affiliate, the Merchant shall credit such sale to the Affiliate and pay the corresponding Commission.

The Merchant shall not remove, alter, block, delete or interfere with any cookie, tracking parameter or record associated with the Affiliate, and shall not take any action intended to circumvent attribution to the Affiliate.

The Merchant bears the burden of proving that any click or sale is not eligible for Commission, and shall provide the Affiliate with a written explanation for any such determination within [number] days of the Affiliate's request.

The Merchant shall pay the Affiliate a Commission equal to [percentage]% of the Net Sale Value of each Qualifying Sale.

Commission shall be calculated on the Net Sale Value of every Qualifying Sale, including initial purchases, repeat purchases, upgrades and renewals made by a Referred Customer within the Cookie Period. [Optional: Commission rate for recurring subscription payments: [percentage]% for [number] months.]

The Merchant may offer the Affiliate tiered or performance-based increases in the Commission rate, as set out in a written notice to the Affiliate. The Commission rate may not be decreased, and no new exclusion or deduction may be applied, without the Affiliate's prior written consent. Any agreed rate change shall apply only to Qualifying Sales made after the date of such change.

Commission shall accrue upon the Referred Customer's completion of payment and shall become payable on the expiry of the Return Period without cancellation or refund of the relevant sale. Where a sale is partially refunded, Commission shall be adjusted only in proportion to the refunded amount.

The Merchant may reverse or deduct Commission only for sales that are subsequently cancelled, refunded, charged back or found to be fraudulent as a result of the Referred Customer's conduct. The Merchant shall not deduct from Commission any costs, fees, bad debts or overheads of the Merchant.

All Commission amounts shall be expressed and paid in [currency]. Where a sale is made in a different currency, it shall be converted at [exchange rate source or method] on the date of sale.

The Commission set out in this Section constitutes the entire compensation to which the Affiliate is entitled under this Agreement for the promotion of the Products, and the Affiliate shall be responsible for its own costs and expenses, except as otherwise agreed in writing.

Commissions shall be paid on a monthly basis. Within [number] days following the end of each calendar month, the Merchant shall pay to the Affiliate all Commission that became payable during that month, by wire transfer or other method agreed in writing to the bank account designated by the Affiliate in [bank account details].

The Merchant shall not impose a minimum payment threshold exceeding [amount]. Any amount below such threshold shall be carried forward to the following month and paid when the threshold is reached, or, in any event, upon termination or expiry of this Agreement.

Together with each payment, the Merchant shall deliver to the Affiliate a statement setting out, for the relevant month: the number of clicks; the number and date of Qualifying Sales; the Net Sale Value of each; the Commission rate applied; any adjustments or reversals and the reasons therefor; and the total Commission payable. The Merchant shall also provide the Affiliate with continuous real-time access to a reporting dashboard that displays such data.

If the Affiliate disputes any statement or payment, it shall notify the Merchant in writing within [number] days after receipt, and the Parties shall cooperate in good faith to resolve the dispute promptly. The Merchant shall pay all undisputed amounts on time notwithstanding any dispute.

Any amount not paid when due shall bear interest at the rate of [percentage]% per annum (or the maximum rate permitted by Applicable Law, if lower) from the due date until the date of payment in full. The Merchant shall bear all bank charges and transfer costs for payments to the Affiliate.

The Merchant shall not set off against Commission any amount allegedly owed by the Affiliate, except for amounts finally determined or agreed in writing to be owed.

Each Party shall be responsible for its own taxes. All payments to the Affiliate shall be made without deduction or withholding for taxes, unless required by Applicable Law, in which case the Merchant shall provide the Affiliate with the relevant tax receipts, and the Affiliate shall provide the tax forms reasonably requested by the Merchant. Any value-added or similar tax applicable to the Commission shall be borne by the Merchant in addition to the Commission, where required by Applicable Law.

The Affiliate may, on [number] days' written notice and not more than [number] times per calendar year (unless a material discrepancy has been previously found), audit the Merchant's records relating to clicks, Qualifying Sales, refunds, chargebacks and Commission calculations, to verify the accuracy of statements and payments.

The audit shall be conducted by the Affiliate or an independent auditor appointed by the Affiliate and bound by customary confidentiality obligations, during normal business hours and in a manner that does not unreasonably interfere with the Merchant's business operations. The Merchant shall provide access to all relevant records, systems and personnel.

If an audit reveals an underpayment, the Merchant shall pay the shortfall together with interest as provided in this Agreement within [number] days of notice. If the underpayment exceeds [percentage]% of the amounts properly due for the audited period, the Merchant shall also reimburse the Affiliate for the reasonable costs of the audit.

The Merchant shall retain complete and accurate records relating to this Agreement for at least [number] years following the end of the calendar year to which they relate, and for such longer period as may be required by Applicable Law.

The Merchant may, where it has reasonable grounds to suspect a breach of the Section on Prohibited Promotional Methods, request from the Affiliate reasonable information regarding the source of the traffic relating to the specific transactions in question. The Affiliate shall respond within [number] days. The Merchant shall not require access to the Affiliate's systems, accounts, subscriber lists or commercially sensitive information.

Any information obtained by a Party in the course of an audit or verification shall be treated as Confidential Information of the other Party, and shall be used solely for the purposes of verifying compliance with this Agreement.

Subject to the terms of this Agreement, the Merchant grants the Affiliate a non-exclusive, non-transferable (except as permitted herein), royalty-free license, during the Term and within the Territory, to use, reproduce, display and distribute the Merchant Materials and the Merchant's trade names, trademarks and logos solely for the purpose of promoting the Products in accordance with this Agreement.

The Affiliate shall use the Merchant's trademarks in accordance with the Merchant's reasonable written brand guidelines. All goodwill arising from such use shall inure to the benefit of the Merchant. The Affiliate shall not acquire any right, title or interest in the Merchant's intellectual property, other than the license granted herein.

All intellectual property rights in the Affiliate Channels, the Affiliate's trade names, trademarks, logos, audience data, subscriber lists, and any content created by or for the Affiliate (excluding the Merchant Materials embedded therein) ("Affiliate Content") shall remain the exclusive property of the Affiliate. The Merchant acquires no rights in the Affiliate Content except as expressly set out herein.

The Affiliate grants the Merchant a limited, non-exclusive, revocable, royalty-free license during the Term to use the Affiliate's name and logo solely to identify the Affiliate as a participant in the Merchant's affiliate program, subject to the Affiliate's prior written approval of the form of use.

The Affiliate may continue to display reviews, editorial content and pre-existing Affiliate Content that refer to the Products after termination, provided that it ceases to use the Affiliate Links for the purpose of earning new Commission and removes the Merchant's logos on reasonable request.

The Merchant represents that the use of the Merchant Materials by the Affiliate in accordance with this Agreement does not infringe the intellectual property rights of any third party. All rights not expressly granted under this Agreement are reserved by the respective owner.

"Confidential Information" means all non-public information disclosed by or on behalf of a Party to the other Party in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including the Affiliate's traffic sources, audience data and marketing strategies, and the Merchant's non-public pricing and business plans. The terms of this Agreement are Confidential Information of both Parties.

The receiving Party shall: (i) use Confidential Information solely for the purposes of performing this Agreement; (ii) not disclose it to any third party other than its employees, advisers, and subcontractors who need to know it and are bound by equivalent confidentiality obligations; and (iii) protect it with at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

Confidential Information does not include information that: is or becomes publicly available without breach of this Agreement; was lawfully known to the receiving Party before disclosure; is lawfully received from a third party without restriction; or is independently developed without use of the Confidential Information. A Party may disclose Confidential Information to the extent required by law or court order, provided that, where lawful, it gives the other Party prompt notice.

Each Party shall comply with all data protection and privacy laws applicable to its processing of personal data in connection with this Agreement. Each Party acts as an independent controller (or equivalent) of the personal data it collects and processes for its own purposes, and neither Party shall process personal data on behalf of the other, unless the Parties enter into a separate written data processing agreement.

The Merchant is solely responsible for the personal data of Referred Customers collected in the course of sales, including providing all required notices, obtaining any required consents and securing such data. The Merchant shall not disclose the Affiliate's subscriber or audience data to third parties, and shall not use Affiliate-provided data for any purpose other than the administration of this Agreement.

Each Party shall implement appropriate technical and organizational measures to protect personal data against unauthorized access, loss or disclosure, and shall notify the other Party without undue delay, and in any event within [number] hours, upon becoming aware of a data breach affecting data relating to the other Party or this Agreement.

The obligations in this Section shall survive the termination or expiry of this Agreement for a period of [number] years, and, in respect of personal data and trade secrets, for as long as such information remains protected by Applicable Law or remains confidential.

Each Party represents and warrants to the other that: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) it has full power and authority to enter into and perform this Agreement; (iii) this Agreement constitutes its legal, valid and binding obligation; and (iv) its execution and performance of this Agreement do not conflict with any other agreement or obligation by which it is bound.

The Merchant represents, warrants and covenants that: (i) it has and will maintain all rights, licenses, permits and approvals necessary to market and sell the Products and to grant the licenses in this Agreement; (ii) the Products, and their sale, marketing, labeling and delivery, comply and will comply with Applicable Law; (iii) the Products are safe and fit for their intended purpose and conform to the descriptions in the Merchant Materials; and (iv) the Merchant Materials are accurate, not misleading, and do not infringe the rights of any third party.

The Merchant further represents and warrants that the Tracking System will operate in a reliable, accurate and good-faith manner, and that all statements, reports and calculations provided to the Affiliate under this Agreement will be accurate and complete.

The Affiliate represents and warrants that it will perform its obligations under this Agreement in compliance with Applicable Law in all material respects, and that to its knowledge it has the right to operate the Affiliate Channels.

Except as expressly set out in this Agreement, the Affiliate makes no representation or warranty of any kind, whether express or implied, including any warranty as to the level of traffic, referrals, conversions or sales that may be generated, and the Affiliate disclaims all implied warranties to the fullest extent permitted by Applicable Law.

Each Party shall promptly notify the other of any event that causes, or is reasonably likely to cause, any of its representations and warranties to become untrue or inaccurate.

The Merchant shall indemnify, defend and hold harmless the Affiliate, its affiliates, and their respective directors, officers, employees, contractors and agents (the "Affiliate Indemnitees") from and against all losses, liabilities, damages, claims, fines, penalties, costs and expenses, including reasonable legal fees (collectively, "Losses"), arising out of or in connection with any third-party claim relating to: (i) the Products, including their quality, safety, performance, labeling, marketing, sale, delivery or any product liability or consumer claim; (ii) the Merchant Materials, including any claim that they infringe the intellectual property or other rights of a third party or are false or misleading; (iii) the Merchant's breach of this Agreement, its representations and warranties, or Applicable Law; (iv) the Merchant's processing of personal data; or (v) the Merchant's negligence or willful misconduct.

The Affiliate shall indemnify and hold harmless the Merchant and its directors, officers and employees (the "Merchant Indemnitees") from Losses arising out of any third-party claim to the extent directly resulting from the Affiliate's breach of the Section on Prohibited Promotional Methods, or the Affiliate's gross negligence or willful misconduct in the promotion of the Products, in each case except to the extent the Losses arise from any matter for which the Merchant is obliged to indemnify under this Agreement.

The indemnified Party shall give the indemnifying Party prompt written notice of the claim (provided that delay shall relieve the indemnifying Party only to the extent it is materially prejudiced), reasonable cooperation at the indemnifying Party's expense, and control of the defense and settlement; provided that the indemnifying Party shall not settle any claim in a manner that imposes any liability, admission or obligation on the indemnified Party without its prior written consent.

The indemnified Party may participate in the defense with counsel of its choice at its own expense, and may assume the defense at the indemnifying Party's expense if the indemnifying Party fails to diligently defend the claim within a reasonable time.

The Affiliate's indemnification obligations shall in no event exceed, in the aggregate, the amount of Commission paid to the Affiliate under this Agreement in the [number] months preceding the claim, except in the case of fraud or willful misconduct.

The indemnities in this Section shall survive the termination or expiry of this Agreement.

Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under Applicable Law, including liability for fraud, willful misconduct, gross negligence, or death or personal injury caused by negligence.

Subject to the preceding clause, in no event shall the Affiliate be liable to the Merchant for any indirect, incidental, consequential, special, exemplary or punitive damages, or for any loss of profit, revenue, goodwill, data or business opportunity, arising out of or in connection with this Agreement, however caused and under any theory of liability, even if advised of the possibility of such damages.

Subject to the first clause of this Section, the total aggregate liability of the Affiliate to the Merchant arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the total Commission actually paid to the Affiliate in the [number] months immediately preceding the event giving rise to the claim.

The limitations in the two preceding clauses shall apply to the Merchant's liability only in respect of indirect and consequential damages. The Merchant's liability to pay Commission due under this Agreement, interest thereon, audit costs, and its indemnification obligations under this Agreement, shall not be subject to any exclusion or limitation of liability.

The Affiliate shall not be liable for any failure or delay arising from the acts or omissions of the Merchant, from failures of the Tracking System, or from the actions of third-party platforms or networks, over which the Affiliate has no control.

The Parties acknowledge that the limitations in this Section reflect the allocation of risk agreed between them and are an essential element of the basis of the bargain.

This Agreement shall commence on the Effective Date and shall continue for an initial term of [number] months (the "Initial Term"), and thereafter shall automatically renew for successive periods of [number] months (each a "Renewal Term", and together with the Initial Term, the "Term"), unless either Party gives written notice of non-renewal at least [number] days before the end of the then-current term.

The Affiliate may terminate this Agreement at any time, with or without cause, upon [number] days' written notice to the Merchant.

The Merchant may terminate this Agreement for convenience only upon not less than [number] days' prior written notice to the Affiliate, such period being longer than the period applicable to the Affiliate.

Either Party may terminate this Agreement upon written notice if the other Party commits a material breach and, where such breach is capable of remedy, fails to remedy it within [number] days after receiving written notice specifying the breach in reasonable detail. Failure by the Merchant to pay any undisputed Commission when due shall constitute a material breach.

Either Party may terminate this Agreement immediately by written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or administrator appointed, ceases to carry on business, or becomes subject to any bankruptcy, liquidation or similar proceeding.

The Merchant may terminate this Agreement immediately by written notice only if the Affiliate has committed a material breach of the Section on Prohibited Promotional Methods that is incapable of remedy, and the Merchant has substantiated such breach by reasonable written evidence provided to the Affiliate.

The Affiliate may terminate this Agreement immediately upon written notice if the Merchant materially reduces the Commission rate or the Cookie Period without the Affiliate's consent, or if the Merchant's Products or conduct are reasonably likely to cause material harm to the Affiliate's reputation.

Upon termination or expiry of this Agreement for any reason, the Affiliate shall cease to use the Affiliate Links for the purpose of earning new Commission, and shall, within [number] days, remove the Merchant's trademarks and Merchant Materials from the Affiliate Channels, except as permitted under this Agreement.

The Merchant shall pay to the Affiliate all Commission accrued up to the effective date of termination or expiry, including Commission on Qualifying Sales that become payable after that date following the expiry of the Return Period, in accordance with the payment terms of this Agreement, and shall deliver a final statement within [number] days.

Following termination or expiry, other than termination by the Merchant under the Section on Term and Termination for the Affiliate's uncured material breach, the Merchant shall continue to pay the Affiliate Commission on any purchase made by a Referred Customer within the Cookie Period following the Referred Customer's last click on an Affiliate Link made prior to the effective date of termination, and, in respect of recurring or subscription Products, for the period set out in the Section on Commission Rate and Calculation.

The Merchant shall keep the Tracking System operational, and shall keep the Affiliate's reporting access available for at least [number] months following termination, in order to allow the Affiliate to verify post-termination Commission.

The rights of audit, the obligations of confidentiality, indemnification, limitation of liability, payment, and any other provisions that by their nature are intended to survive, shall survive termination or expiry of this Agreement.

Termination or expiry shall not affect any rights, remedies, obligations or liabilities of the Parties accrued up to the date of termination, including the right to claim damages for any breach of this Agreement existing at or before termination.

Each Party shall, upon written request, return or destroy the other Party's Confidential Information, subject to retention required by Applicable Law or customary backup procedures.

This Agreement and any dispute or claim arising out of or in connection with it, including its formation, validity, interpretation, performance, or termination, and any non-contractual obligation, shall be governed by and construed in accordance with the laws of [jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute through good-faith negotiation between senior representatives. Either Party may initiate such negotiation by written notice describing the dispute. If the dispute is not resolved within [number] days after such notice, either Party may refer the dispute to mediation or proceed in accordance with the following clause.

Any dispute that is not resolved under the preceding clause shall be finally resolved by [binding arbitration under the rules of [arbitral institution] / the competent courts of [jurisdiction]]. Where arbitration applies, the tribunal shall consist of [number] arbitrator(s), the seat of arbitration shall be [city, country], and the language of the proceedings shall be English.

Where the Affiliate is the claimant, the Merchant agrees to the jurisdiction of the forum chosen above, and, to the extent permitted by Applicable Law, the Affiliate may, at its election, bring any claim for unpaid Commission before any court of competent jurisdiction in the place where the Merchant has its registered office or assets.

Nothing in this Section prevents either Party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction to protect its intellectual property rights or Confidential Information, or to preserve the status quo pending resolution of a dispute.

The prevailing Party in any dispute shall be entitled to recover from the other Party its reasonable legal fees, costs and expenses, as determined by the tribunal or court.

Pending the resolution of any dispute, each Party shall continue to perform its obligations under this Agreement, and the Merchant shall continue to pay all Commission not subject to a good-faith dispute.

This Agreement, together with any written notices and approvals issued under it, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, program terms, and representations, whether written or oral. No terms published on the Merchant's website or affiliate platform, and no click-through terms, shall modify this Agreement unless signed by the Affiliate.

No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. The Merchant shall not unilaterally amend this Agreement, the Commission rate, the Cookie Period, or the payment terms.

Neither Party may assign or transfer this Agreement or any of its rights or obligations without the prior written consent of the other Party, not to be unreasonably withheld; provided that the Affiliate may assign this Agreement to an affiliate or a successor to all or substantially all of its business, upon notice. The Merchant shall ensure that any successor to its business or the Products assumes this Agreement and the payment obligations hereunder.

All notices under this Agreement shall be in writing and delivered by hand, courier, or email to the addresses set out in the signature section, or to such other address as a Party may notify in writing. Notices shall be deemed received: upon delivery if by hand or courier; and on the next business day after transmission if by email, absent a notice of delivery failure.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

No failure or delay by a Party in exercising any right or remedy shall operate as a waiver thereof. Any waiver must be in writing and signed by the waiving Party.

Neither Party shall be liable for any delay or failure in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, government action, pandemics, or failure of public utilities or networks, provided that it promptly notifies the other Party and uses reasonable efforts to mitigate the effects.

This Agreement may be executed in any number of counterparts, including by electronic signature, each of which shall be deemed an original and all of which together constitute one instrument. The Parties have no third-party beneficiaries under this Agreement other than the Indemnitees.