AFFILIATE agreement Template
Commission level
Affiliate commission level is based on Affiliate’s cumulated total referral volume during the past 365 days rolling period as specified in below table.
Level Sum of order history € Commission
L1 0 – 49 999,99 3 %
L2 50 000 – 99 999,99 5 %
L3 100 000 – 10 %
Commission level will be automatically checked before payments.
BACKROUND AND PURPOSE OF THE AGREEMENT
GD is a specialized technology company and has developed SIMUCUBE product line for racing simulators. SIMUCUBE is a registered trademark owned by GD.
GD has started affiliate program which allows program participants (“Affiliates”) to promote SIMUCUBE products and earn commission by referring customers to GD’s website, https://simucube.com/en-us/store/ who purchase SIMUCUBE products manufactured by GD from SIMUCUBE website. For clarity, the products of other manufacturers are not included in affiliate program, including possible white label or co-branded products unless otherwise agreed, even though they are sold in GD’s website.
The purpose of this Agreement is to agree on the terms and conditions governing the Parties relationship when Affiliate promotes SIMUCUBE products and receive commissions, as further specified in this Agreement.
Relationship Between the Parties
The Affiliate is an independent contractor of GD. This Agreement does not constitute Affiliate as an agent, partner, employee or legal representative of GD.
GENERAL OBLIGATIONS OF AFFILIATE
The Affiliate undertakes to perform activities and other tasks, which are agreed as the duties of Affiliate, in conformity with this Agreement and with due of care and with the professional skills required for the activities and tasks.
The Affiliate is responsible for following all applicable laws and regulations and terms of any social media or other technology provider while promoting GD’s website and products.
The Affiliate is responsible of all applicable income and other taxes and other payments relating from the payments under this Agreement.
The Affiliate agrees to follow requests and instructions given by GD in order to comply with applicable laws or regulations or other activities performed pursuant to this Agreement.
GENERAL OBLIGATIONS OF GD
GD undertakes to perform in conformity with this Agreement and with due care the task for which GD is responsible.
GD shall provide Affiliate with sufficient and correct information in order to perform activities agreed in this Agreement.
COMMISSIONS AND PAYMENT
The commission is based on the total sales of SIMUCUBE products manufactured by GD Affiliate has referred excluding VAT. Orders that are cancelled during 30 days from purchase will be deducted from total sales. AffiliateWP will be used to calculate the commission.
The amount and levels for commission are defined in Annex 1. GD may update commission amount and levels with 30 days notice to Affiliate.
Commissions will only be paid on sales that are made when customer uses correctly structured Affiliate links. Links are the sole responsibility of the Affiliate. GD will use reasonable efforts to ensure the Affiliate service and Affiliate links work properly.
All Affiliate payments will be made in euros.
Payments will only be made to the PayPal account Affiliate has given in GD’s Affiliate area in AffiliateWP. The payment will occur at the end of the next month from the purchase. For example, if end customer makes a purchase through Affiliate’s Affiliate link on 15th of February, the payment will occur 31st of March.
PROMOTION PRACTICES
Promotional practices
GD uses AffiliateWP online platform to manage affiliate program. Affiliate needs to log in and register to GD’s Affiliate Area.
Allowed promotional practices
The Affiliate is free to promote GD Products and other products from SIMUCUBE website in Affiliates own website, social media platforms and other forums following legislation and good manners.
Prohibited promotional methods
The prohibited promotional methods include but not limited to following list of practices:
- Affiliate may not promote violence, drugs, alcohol, tobacco, pornography, hate speech or any illegal activities.
- Affiliate may not use any harmful practices such as spyware, malware, spam, cookie stuffing or any other misleading or deceptive practices.
- Affiliate may not publish materials which violate or infringe upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights.
- Affiliate may not use unfair or otherwise inappropriate practices in marketing or act against law.
- Affiliate may not use any other methods or practices or publish materials which could harm GD in any way.
LIMITED LICENSE AND GD MATERIALS
GD grants Affiliate a limited, non-exclusive, non-transferable, revocable right to access GD’s website through the links solely in accordance with this Agreement.
GD grants Affiliate a limited, non-exclusive, non-transferable, revocable right to use materials provided and/or GD’s trademarks.
DATA PROTECTION AND PROCESSING OF PERSONAL DATA
Each party shall comply with the measures agreed by the parties and the legal requirements set out in applicable laws related to data security.
The Parties processes personal data for the purpose of carrying out activities under this Agreement confidentially and in accordance with the applicable data protection legislation including general data protection regulation (GDPR). The Parties may agree on the processing of personal data in a separate privacy agreement.
INTELLECTUAL PROPERTY RIGHTS
Affiliate acknowledges and agrees that GD owns and manages trademarks and all other intellectual property rights related to the SIMUCUBE. Affiliate agrees not to use GD’s intellectual property rights for any other purpose than the purposes of this Agreement. Intellectual property rights to the SIMUCUBE shall belong to GD.
Affiliate has the right to use the intellectual property rights owned by the GD in the marketing and promoting in accordance with the instructions given by the GD. The right to use intellectual property rights shall cease immediately after the termination of this Agreement.
CONFIDENTIALITY
Each Party shall keep in confidence all confidential material and information received from other Party and marked as confidential or which should be understood to be confidential, including the terms of this Agreement, and may not use such material of information for any purposes other than those set out in this Agreement.
Confidential Information does not include information which, and solely to the extent it: (i) is generally available to the public other than as a result of a disclosure by the receiving Party or any of its representatives; (ii) was known to the receiving Party prior to the date hereof on a non-confidential basis from a source other than disclosing Party or its representatives; (iii) is independently developed by the receiving Party without the benefit of any of the disclosing Party’s confidential Information; (iv) becomes lawfully known to the receiving Party on a non-confidential basis from a source (other than disclosing Party or its representatives) who is not prohibited from disclosing the information to the receiving Party by any contractual, legal, fiduciary or other obligation; or (v) was disclosed by the disclosing Party to a third party without an obligation of confidence.
The terms and conditions under this section 11 shall remain in force during the term of this Agreement and five (5) years after the termination of this Agreement.
REPRESETATIONS AND WARRANTIES
Affiliate represent and warrants that Affiliate has the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement.
LIMITATION OF LIABILITY
In no event shall GD be liable for including but not limited to indirect, special or consequential damages (including without limitation, loss of revenue or profits etc.) arising in connection with this Agreement. In no event shall GD be liable for damages related to the use of AffiliateWP.
In no event shall GD’s cumulative liability related to this agreement, whether based on contract, negligence, strict liability or other legal theory exceed the total commission fees paid to Affiliate under this Agreement.
ORDER OF PRIORITY
In case of any conflict between this Agreement and terms and conditions in GD’s Affiliate area in AffiliateWP, this Agreement prevails.
TERM AND TERMINATION
This Agreement shall enter into force when duly signed by both Parties and shall remain in force until further notice. The Parties may terminate this Agreement by giving a written notice which shall be effective immediately.
In case of termination earned commissions shall be paid unless the termination is made because of violation of this Agreement by the Affiliate.
The Affiliate shall remove from their webpages and social media platforms any Affiliate links, mention of the GD’s products, trademarks, brand names, and all other intellectual property rights of the GD immediately after termination of this Agreement. GD will remove the Affiliates trademarks and other intellectual property rights and the Affiliates information from their webpages after the termination of this Agreement.
APPLICABLE LAW AND SETTLEMENT OF DISPUTES
The Agreement shall be governed by the laws of Finland.
Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. A dispute shall be resolved by a sole arbitrator. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.
ASSIGNMENT AND AMENDMENTS OF THE AGREEMENT
Affiliate may not assign the Agreement without the prior written consent of GD.
Any modification or amendments to this Agreement shall be valid and binding only when made in writing and executed by both Parties.
