This Affiliate Agreement (the “Agreement”) is entered into as of between Galaxy Holdings, a TX LLC located at (the “Company”), and , located at (the “Affiliate”).
The Company operates an affiliate program through which the Affiliate may promote (the “Product”) and earn commissions on qualifying sales. The Affiliate is an independent contractor; nothing in this Agreement creates an employment, agency, partnership, or joint-venture relationship.
The Company will provide the Affiliate with a unique tracking link or code. A sale is attributed to the Affiliate when a customer clicks the Affiliate’s link and completes a qualifying purchase within a cookie window of days from the last qualifying click. Last-click attribution applies. The Company’s tracking records are the authoritative source for attribution, absent manifest error.
The Company will pay the Affiliate a commission of on the net sale amount of each attributed and completed sale. Net sale amount excludes taxes, shipping, discounts, refunds, chargebacks, and canceled orders. Commissions accrue only after the customer’s return or refund period has elapsed and the payment has cleared.
The Company will pay accrued commissions through once the Affiliate’s balance reaches the payment threshold of . Payments are made within days after the close of each calendar month in which the threshold is met. Balances below the threshold carry forward. The Affiliate is solely responsible for its own taxes.
The Affiliate must clearly and conspicuously disclose its material connection to the Company wherever it promotes the Product, in compliance with the U.S. Federal Trade Commission’s Endorsement Guides (e.g., “This post contains affiliate links and I may earn a commission”). The Affiliate will make only truthful, substantiated claims and will not represent itself as the Company or state prices or terms the Company has not published.
The Affiliate will not, and will not permit others to: (a) bid on the Company’s trademarks or misspellings in paid search or use them in display URLs; (b) send unsolicited bulk email (spam) or use false or misleading subject lines; (c) generate clicks or sales through fraud, bots, cookie stuffing, self-referrals, or incentivized traffic the Company has not approved; (d) promote the Product on sites containing illegal, infringing, hateful, or adult content; or (e) make false, deceptive, or disparaging statements. Violations void affected commissions and may result in immediate termination.
The Company grants the Affiliate a limited, non-exclusive, revocable license to use the Company’s approved marketing assets and trademarks solely to promote the Product during the Term, in accordance with the Company’s brand guidelines. All goodwill inures to the Company.
This Agreement begins on the Effective Date and continues for year(s), renewing automatically for successive one-year terms unless either Party gives notice of non-renewal. Either Party may terminate for convenience on days’ notice, or immediately for material breach. On termination, the Affiliate must cease use of the Company’s assets; commissions earned on sales attributed before termination remain payable, subject to refund and chargeback adjustments.
This Agreement is governed by the laws of the State of TX, without regard to its conflict-of-laws rules. It is the entire agreement on its subject matter and may be signed in counterparts, including by electronic signature.
Name: Michael Yuan
Title: General Manager
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