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This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. UpCounsel accepts only the top 5 percent of lawyers to its site. }Ax This Agreement may be terminated prior to the end of the Service Period in the following manner: (a) by either the Marketer or the Client upon not less than () days prior written notice to the other party; (b) by the non-breaching party, upon twenty-four (24) hours prior written notice to the breaching party if one party has materially breached this Agreement; or (c) at any time upon the mutual written consent of the parties hereto. Such written records shall be available to and remain the sole property of the Client at all times. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. In order to participate in these programs, you will need to apply in accordance with the relevant application procedure. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties. This Agreement shall commence from the date this Agreement is signed by both parties and shall continue until the scope of work defined in the Description of Services is completed (such period, as it may be extended or sooner terminated in accordance with the provisions of Section 4, being referred to as the ("Service Period"). The Marketer shall promptly disclose to the Client all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Client) to document the conception and/or first actual reduction to practice of any Invention. endobj No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each party. If something goes badly wrong, having a written dispute resolution process makes resolving problems smoother for you and your client. In consideration of the Service, the Client will pay the Marketer of $ per hour (the "Service Cost"). Affiliate Tool means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program. Was this document helpful? 3. Free and premium plans, Customer service software. The Marketer shall be solely liable for, and shall indemnify, defend and hold harmless the Company and its successors and assigns from any claims, suits, judgments or causes of action initiated by any third party against the Company where such actions result from or arise out of the services performed by the Marketer or its Marketers under this Agreement. In the event that the Clients payment to the Marketer exceeds the amount of services performed and (subject to the limitations in Section 3.2) for expenses paid or incurred prior to the effective date of termination, then the Marketer will immediately refund the excess amount to the Client. The parties shall be deemed Marketers for all purposes hereunder. Want High Quality, Transparent, and Affordable Legal Services? The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process. The Client will not control how the Service is performed on a day-to-day basis and the Marketer will determine when, where and how the Service will be provided. d. Entire Agreement. Whereas, the Marketer and the Client desire to establish the terms and conditions under which the Marketer will provide services to the Client, the parties agree as follows: 1. During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Tool, you may use our trademark as long as you follow the usage requirements in this section. 28 0 obj If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Marketer and the Client agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. Creating an affiliation with a company or individual with a large customer base and a proven track record is a great way to promote your business. This Agreement shall be governed by and construed in accordance with the laws of the State of (other than any principle of conflict or choice of laws that would cause the application of the laws of any other jurisdiction). This Agreement may be executed by facsimile, digital or electronic signature. Each affiliate marketing agreement should contain sections dedicated to these topics: Start every job with a clear understanding of what the client expects you to deliver. Free and premium plans, Connect your favorite apps to HubSpot. Create a contract using our templates or your own. Do you need legal help with an affiliate marketing agreement? Limitation of Liability. 9. This Agreement shall be governed by and construed in accordance with the laws of the State of (other than any principle of conflict or choice of laws that would cause the application of the laws of any other jurisdiction). You can create a simple contract on your own by recording the work to be done, the amount to be paid, and the timeline for delivery. Scope of Work. Term. So, weve done the hard work and written most of the document for you. 29 0 obj This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups. The arbitration shall take place in , , in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. b. The Marketer shall further be solely liable for, and shall indemnify, defend and hold harmless the Company and its successors and assigns from and against any claim or liability of any kind (including penalties, fees or charges) resulting from the Marketers or its Marketers failure to pay the taxes, penalties, and payments referenced in Section 9 of this Agreement. Include a description of your services, rate and payment schedule, delivery milestones, and more. If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Why Is It Always Important to Use an Advertising Contract? "HubSpot Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services. e. This Agreement does not constitute an employment, partnership, joint venture or agency between the parties hereto, nor shall either of the parties hold itself out as such contrary to the terms hereof by advertising or otherwise nor shall either of the parties become bound or become liable because of any representation, action or omission of the other. It describes how we will work together and other aspects of our business relationship. xc```b``#3P f3DX04004/I]^~vm"EZvn3gEEO<=y_. Dont spend your time writing something you wont get paid for, like a new affiliate marketing agreement. Send your contracts straight from Indy or export them to PDF to send them however you want. Things to Include in Your Affiliate Agreement, 3. Organize your projects, track your time, manage your to-dos, get paid, and more. % x\[~7bax9'`l'lbo2/N8gDjErIM(gaUux/F|}>o?gE5EUwwo Ah7RGX2"66{&{o,~k2rKji;P|ZJo|t2 It is important to realize that an affiliate is not a part of the company that it is affiliated with, but rather, an independent contractor. You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. The prevailing party shall be entitled to reasonable attorneys fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. Expenses. All of HubSpots marketing, sales CRM, customer service, CMS, and operations software on one platform. Once you know your tax liabilities, include any requirements in your contracts. An affiliate marketing agreement is a contract between a business and an individual or company who agrees to market or promote the business in exchange for a commission amount. c. The Client will not provide training to the Marketer. Marketer Status. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. Some of the areas that should be addressed and clearly defined include: Most affiliates may not read through the entire agreement, so it may be best to provide an affiliate FAQ or easily digestible version of the terms that they can easily read through in addition to the formal document. A non-exclusivity clause guarantees you wont be locked into a restrictive relationship with one client. Notwithstanding anything to the contrary contained elsewhere herein, neither party shall be liable to the other for any consequential, special, incidental, indirect or punitive damages of any kind or character, including, but not limited to, loss of use, loss of profit, loss of anticipated profit, loss of bargain, loss of revenue or loss of product or production, however arising under this contract or as a result of, relating to or in connection with the service and the parties performance of the obligations hereunder, and no such claim shall be made by any party against the other regardless of whether such claim is based or claimed to be based on negligence (including sole, joint, active, passive, or concurrent negligence, but excluding gross negligence), fault, breach of warranty, breach of agreement, breach of contract, statute, strict liability or any other theory of liability. Upon the request of the Client and at the Clients expense, the Marketer shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Client and to assist the Client in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. This Agreement may be terminated prior to the end of the Service Period in the following manner: (a) by either the Marketer or the Client upon not less than () days prior written notice to the other party; (b) by the non-breaching party, upon twenty-four (24) hours prior written notice to the breaching party if one party has materially breached this Agreement; or (c) at any time upon the mutual written consent of the parties hereto.