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SINCERE

TEAM BRAND - WEB LABEL

INDIE MEDIA PUBLISHING ORGANISATION

 RECORDINGS AND MANAGEMENT

 

Meeting the needs of our performing artists and making a difference within the industry.

 

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"It's the subtle things in life that make BIG things happen!"

Affiliate Agreement

 

 

You will need to attach a “service proposal” as a schedule to this agreement. This is a separate document which sets what the Affiliate will be paid commission for and how much. Be sure to read section 4 of this document which specifies the different types of commission which may (or may not) be payable.

 

(EXAMPLE SET OUT BELOW)

 

 

THIS AGREEMENT IS MADE ON THE

(Date)

 

BETWEEN

 

The Principal”

(Name and address of the Principal)

 

AND

 

The Affiliate”

(Name and address of the Affiliate)

 

 

CONCERNING

 

The Website”

(Domain name of the website which the Principal wishes to promote)

 

 

IT IS HEREBY AGREED AS FOLLOWS

  1. Interpretation

    1. Except where the context requires otherwise, words importing the masculine shall include the feminine; words importing the singular shall include the plural; words importing natural personage shall be equally applicable to corporate personage; and vice versa.

    2. References to any statutory provision, authority, rule or code of practice shall be deemed to include the amended versions, replacements or successors of such.

    3. No term of this agreement or course of dealings between the Parties will operate to make the Affiliate an employee or agent of the Principal.

  2. Definitions

    1. For the purposes of this agreement, references to the “Service Proposal” shall be references to a separate written document which shall contain detail of the commissions to which the Affiliate shall be entitled, what shall trigger the payment of these commissions and how much they shall be. The Service Proposal shall be attached as a schedule to this agreement and signed or initialled by both parties.

    2. Confidential Information” means any and all information disclosed (whether directly or indirectly or orally or by any other means and whether marked confidential or not) by the Principal to the Affiliate either before, on or after the execution of this Agreement which at the time of disclosure is not already part of the public domain and which relates to any business, concept, invention or idea or the execution thereof or to any related manner, including, but not limited to, the following classes of information:

      1. Financial information, accounts or records

      2. Commercial and marketing information, plans or strategies or market research data

      3. Electronic or technical information, data, designs or specifications

      4. Information concerning internal procedures and processes

      5. Know-how and industrial or trade secrets

      6. Projections or forecasts

    3. End User” shall mean any person who makes use of a web browser to access and view web pages.

    4. Link” (and all derivatives) shall mean a hyperlink, in whatever form, which can be clicked on by an End User to direct that End User to the Principal’s Website as set out above (“Sincere”).

  3. The Link & Referral of End Users

    1. The Principal and the Affiliate have entered into an Agreement whereby the Affiliate will promote the Website by publishing a Link in one or more of the following mediums:

      1. Displaying the Link on the Affiliate’s website or elsewhere on the internet

      2. Sending the Link to an End User by embedding it in an email message

      3. Sending the Link to an End User by embedding it in an electronic document

    2. The Principal will provide the Affiliate with the code necessary to create a Link to the Website, and to track visitors who arrive at the Website via the Link. The Principal grants the Affiliate an unlimited license to use the Link during the term of this Agreement and in accordance with its provisions.

    3. The Affiliate will not change the code provided by the Principal in any way except with the prior consent of the Principal.

    4. The Principal may from time to time change the way in which visitors to the Website are tracked and may change the manner in which the Affiliate Links to the Website and he will notify the Affiliate of this.

    5. The Principal reserves the right to direct the Affiliate as to how the Link may and may not be used. Specifically (but not exhaustively), the Link may not be published in any of the following ways:

      1. On any website which contains pornographic, indecent, racist or illegal content.

      2. On any webpage which is written in a language other than English.

      3. In any email message which could be considered spam. This means any email which is sent to an email address without the Affiliate having permission from the owner of the email address to use that address for marketing purposes.

      4. In newsgroups, chatrooms, message boards or guestbooks.

      5. In any way which is misleading to the End User.

  4. The Commission & Payments

    1. The Affiliate will be entitled to commission at the rates and upon fulfillment of the conditions set out in the service proposal.

    2. The following definitions shall apply to the Service Proposal:

      1. Click Commission” means the commission which the Affiliate will receive for each unique End User who follows a Link and is directed to the Website.

      2. Lead Commission” means the commission which the Affiliate will receive for each unique End User who follows a Link and is directed to the Website and who then performs an action (to be defined by the Principal) which identifies him as a potential customer, such as joining a mailing list or filling in a form.

      3. Sale Commission” means the commission which the Affiliate will receive for each End User who follows a Link and is directed to the Website, resulting in a sale of the Principal’s product or service. The Sale may take place on the End User’s first visit to the Website or on any subsequent visit provided that it is within 30 days. If a sale occurs more than 30 days after an End User last accessed the Website via the Link then no Sale Commission shall be payable to the Affiliate. No Sale Commission shall be payable in respect of a transaction until the Principal has first received payment from the End User and this payment has cleared.

    3. The Principal shall pay commission due to the Affiliate on a monthly basis on the day of the month. Notwithstanding the above, where the commission owed to the Affiliate is less than £ (“the Minimum Payment”) the Principal may continue to roll the commission due over to the following month until the Minimum Payment is reached.

  5. Affiliate’s Data Protection Obligations

    1. The Affiliate undertakes and covenants that at all times he will comply with the requirements of the Data Protection Act 1998 in respect of recording End User’s details or obtaining or making use of email addresses.

  6. Mutual Confidentiality Obligation

    1. The Affiliate and the Principal each undertake and covenant that at no time, whether during the term of this agreement or thereafter, shall he disclose or permit to be disclosed to a third person any Confidential Information which he receives from the other Party to this Agreement save as that Party may expressly authorise in writing or as he is compelled by any court or administrative body of competent jurisdiction.

    2. Where either the Affiliate or the Principal provides services to the other Party to this Agreement through a delegate such as an employee or subcontractor, he will ensure that the said delegate signs a comparable confidentiality undertaking.

  7. Availability and Security of the Website

    1. Whilst the Principal shall make every reasonable endeavour to ensure the availability and security of the Website, he makes no guarantee or warranty of any kind, whether express or implied, as regard to any of the following:

      1. The uninterrupted or stable availability or accessibility of the Website or any of its content.

      2. The suitability or compatibility of the Website or any of its content with any computer system, software or information storage or retrieval system.

      3. The security of the Website or its content, or of any information which you submit to the website.

      4. The absence of viruses or malicious software or machine-readable code anywhere on the Website or in its content.

  8. Termination

    1. This agreement may be terminated by either Party upon days’ written notice served on the other at his address as set out at the head of this agreement by personal service, registered post or first class post. Notice sent by post shall be effective 48 hours after sending.

    2. Without prejudice to the above, this Agreement may be terminated immediately where any of the following circumstances arise:

      1. Either Party commits a serious breach or persistent breaches of this agreement including but not limited to the non-performance, neglect or default of any of his duties as outlined herein (including a failure on the part of the Principal to make payment within agreed timescales) and after notice of this breach has been given to the defaulting Party it remains un-remedied and un-rectified 30 days after such notice.

      2. Either Party becomes insolvent or enters into a CVA or IVA or becomes insolvent.

      3. Either Party ceases to trade.

    3. Upon termination of this agreement the Affiliate shall be entitled to payment of all commission accrued up until the point of termination. Further, notwithstanding any of the content of this section, termination of this Agreement shall not prejudice the right of the Affiliate to receive Sale Commission in respect of End Users who were referred to the Website prior to termination, but where a sale results after termination but within 30 days of referral in accordance with section 4.2(c).

  9. Variation

    1. This Agreement may be varied by the mutual consent of the parties, but no variation shall be binding unless set out in writing and confirmed by both Parties.

  10. Disclaimers and Exclusions

    1. The Principal shall not be responsible in any circumstances to the Affiliate or any third party for any damage or loss sustained (including any loss of profit or indirect or consequential economic damage or loss), which is as a result of negligence, misrepresentation, breach of contract or otherwise.

 

  1. Indemnity

    1. The Affiliate shall indemnify the Principal against any loss or damage which results from the Affiliate’s breach of this agreement or failure to abide by any of its terms.

  2. Force Majeure

    1. Neither Party shall be liable for any delay or failure in performing its obligations or duties under this agreement which results from circumstances outside his reasonable control including but not limited to acts of God, industrial action, war, fire, threat of terrorism, civil disturbance or rioting, government or regulatory action, breakdown in plant or machinery, or shortage of raw materials or supplies.

  3. Warrantee of Contractual Capacity

    1. Both Parties and the signatories to this agreement warrant that they are authorised and permitted to enter into this agreement, and have obtained all necessary permissions and approvals.

  4. Whole Agreement, Governing Law, Severability and Miscellaneous

    1. This document constitutes the entirety of the Agreement between the Parties. It supersedes any prior representations which may have been made, whether orally or in writing. Any modification to this agreement must be made in writing and signed by both Parties.

    2. This Agreement shall be governed by the Law of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts.

    3. All clauses, sub-clauses and parts thereof shall be severable and shall be read and construed independently. Should any part of this Agreement be found invalid this will not affect the validity or enforceability of any other provision or of this Agreement as a whole.

    4. All terms, conditions and covenants contained in this Agreement shall bind the parties and their heirs, legal representatives, successors to title and permitted assignees.

    5. Nothing in these terms and conditions shall incur any rights on a third party and no third party may enforce any provision of this contract under the Contracts (rights of Third Parties) Act 1999.

    6. Neither Party shall assign or transfer any of their rights, liabilities or obligations arising under this agreement without the prior written consent of the other Party.

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© 2015. SINCERE INDIE WEB LABEL & MEDIA PUBLISHING ORGANISATION. ALL RIGHTS RESERVED.

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