This Affiliate Marketing Contract (the "Contract") is entered into by and between Ecomm Shop, a company incorporated under the laws of the Philippines, with its principal place of business at Sangi Pajo Lapu-Lapu City CEBU Philippines, and [Affiliate Name], an individual with a mailing address at [Address] (collectively, the "Parties" and individually, a "Party").
The Parties agree to enter into a business relationship whereby [Affiliate Name] will promote and sell the products and services offered by Ecomm Shop (the "Products") through its Affiliate Program (the "Program").
Term and Termination
The term of this Contract shall commence on the date of execution and shall continue until terminated by either Party upon thirty (30) days' written notice.
Obligations of [Affiliate Name]
As an affiliate of Ecomm Shop, [Affiliate Name] agrees to promote the Products in a legal and ethical manner. [Affiliate Name] may not engage in spamming, false or deceptive advertising, or any other practices that are deemed to be unethical or harmful to Ecomm Shop or its partner merchants. [Affiliate Name] is solely responsible for any content or materials that [Affiliate Name] creates or distributes in connection with [Affiliate Name]'s promotion of the Products.
Obligations of Ecomm Shop
Ecomm Shop shall provide [Affiliate Name] with a unique affiliate link and access to marketing materials and other resources to assist [Affiliate Name] in promoting the Products. Ecomm Shop shall track referrals and calculate commissions according to the terms of the Program. Ecomm Shop reserves the right to modify the terms of the Program at any time, including the commission rates and payment terms.
Payment
Ecomm Shop shall pay [Affiliate Name] for the Products sold through [Affiliate Name]'s promotion within thirty (30) days of the end of each calendar month, provided that the total commission owed to [Affiliate Name] is at least PHP 1,000. If the total commission owed to [Affiliate Name] is less than PHP 1,000, it will be carried over to the next month.
Intellectual Property
[Affiliate Name] shall not acquire any intellectual property rights in and to the Products or Ecomm Shop's trademarks and trade names. [Affiliate Name] shall use the affiliate link provided by Ecomm Shop and shall not alter or modify it in any way.
Disclaimer of Warranties
THE PRODUCTS AND PROGRAM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. ECOMM SHOP DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ECOMM SHOP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS CONTRACT OR THE PRODUCTS OR PROGRAM, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, OR DATA. THE MAXIMUM LIABILITY OF ECOMM SHOP TO [AFFILIATE NAME] UNDER THIS CONTRACT SHALL NOT EXCEED THE TOTAL COMMISSION PAID TO [AFFILIATE NAME] DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE OF THE CLAIM.
Governing Law and Dispute Resolution
This Contract shall be governed by and construed in accordance with the laws of the Philippines. Any disputes arising out of or in connection with this Contract shall be resolved through mediation in accordance with the rules of the Philippine Mediation Center. If mediation is unsuccessful, the Parties agree to submit the dispute to arbitration in accordance with the rules of the Philippine Dispute Resolution Center. The arbitral award shall be final and binding on the Parties.
Miscellaneous
This Contract constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral. This Contract may not be amended or modified except in writing signed by the Parties. If any provision of this Contract is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either Party to enforce any right or provision of this Contract shall not constitute a waiver of such right or provision.
IN WITNESS WHEREOF, the Parties have executed this Contract as of the date first above written.
Ecomm Shop
By: Ecomm Shop Admin
Title: CEO Lolita Tan Yu
Date: [Date]
[Affiliate Name]
Date: [Date]
