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Last Updated on July 1, 2020
NOTICE: The purpose of this Agreement is a collaborative effort between the Parties to promote the sale of the Northfolk’s product(s) or service(s).
Responsibilities: The parties are responsible for executing the following tasks on-time and in cooperation with the other Party.
Ownership of Property: All contracts, photographs, copyrights, trademarks, designs, intellectual property, website(s), graphics, images, legal documents, financial accounts, insurance, software accounts and other related business documents, including content created only for the purpose of fulfilling this Agreement remains the property of the contributing party. The non-contributing party hereby receives a non-exclusive, revocable license to any listed property only for the purpose of fulfilling the terms of this Agreement, unless otherwise declared to and agreed in writing by both Parties to this Agreement.
● Northfolk will provide Affiliate with affiliate link(s), commission(s) and collateral materials for the promotion of Northfolk’s product(s) and/or service(s).
● Northfolk will provide Affiliate with a reasonable amount of material to create promotional content and/or materials for Affiliate’s audience.
● Northfolk will provide Affiliate with compensation at a rate of 10%, less any chargebacks, refunds, discounts or credit card fees per sale.
○ For example, 10% of our average sale of $1100, will result in a commission of $110 (minus any credit card processing fees).
● Northfolk will pay Affiliate in a reasonable manner, namely one month after purchase of each sale.
● Northfolk will pay Affiliate by ShareASale.
● Northfolk reserves the right to invoice Affiliate in the event of a refund or successful chargeback attempt.
● Northfolk will make reasonable efforts to cooperate with Affiliate in the event of a payment discrepancy or error in accounting.
Affiliate’s Responsibilities (“Affiliate Services”):
● Affiliate will make reasonable efforts to sell Northfolk’s product(s) and/or service(s) with the affiliate link(s) provided by Northfolk.
● Affiliate recognizes and understands that if one of its sales is refunded or results in a successful chargeback, Affiliate will forfeit its commission to Northfolk.
● Affiliate is responsible for monitoring any and all commission account(s) for any discrepancies it feels has occurred and reporting any such discrepancy in a timely manner to Northfolk.
● Affiliate will provide any documents or forms necessary for tax filing purposes in a reasonable amount of time.
Costs: The Parties shall be responsible for bearing the expenses arising out of or related to their duties for the Affiliate Program purpose unless otherwise specified in this Agreement.
Independent Contractor Relationship: By signing this Agreement, the Affiliate becomes an independent contractor of Northfolk. Affiliate and any related sub-contractors are not employees, partners or members of Northfolk. Affiliate has the sole right to control and direct the means, manner and method by which the Affiliate Services in this Agreement are performed. Affiliate has the right to hire assistants, subcontractors or employees to provide Northfolk with its Affiliate Services. Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, insurance, taxes (including FICA), registrations or permits. Northfolk is not responsible for paying for any benefits, Workers Compensation, insurance or unemployment fees to Affiliate.
Maximum Damages: Parties agree that the maximum amount of damages they are entitled to in any claim arising out of or relating to this Agreement or services provided in this Agreement are not to exceed Party’s total cost spent or earned on producing content or work products for the Affiliate Program.
Indemnification: Parties agree to indemnify and hold harmless the other Party and its employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to the Affiliate Program.
Assumption of Risk: Parties and related parties/ participants expressly assume the risk of participating in the Affiliate Program as described in this Agreement. Parties understand that some or all parts of any Affiliate Program purpose could involve unknown risks or variables, and Parties and any related persons Parties are respectively responsible for and assume the risk of conducting themselves properly given the circumstances.
Publication of Images: Either Party may publish or submit for publication any photograph it owns that is produced in the course of fulfilling this Agreement for any reasonable and related purpose of Parties’ Affiliate Program, such as, but not limited to publication in: Parties’ own blogs, third party blogs, magazines, publications, advertisements or other legitimate places that advance the purpose stated in this Agreement.
Notification of Use: No Party is obligated to notify other Party of its publication or other use of any image or images it owns.
Photo Release: Parties release their image and likeness for use in the Affiliate Program or to promote the purpose of this Agreement.
Cancellation: If either Party desires to cancel their role in the Affiliate Program at any time, they must provide at least 30 days written notice (“Notice”) to the other Party at firstname.lastname@example.org. The date and time at which either Party sends Notice that they desire to cancel this Agreement is known as the Cancellation Date.
Winding Down: Both Parties agree to cooperatively and respectfully transfer or sell (as appropriate) any materials, assets or other property produced in the course of fulfilling the Affiliate Program upon Notice of either Party’s desire to cancel their role in this Agreement.
Full Force and Effect: All provisions, including the Confidentiality provisions, remain in full force and effect for a period of one year after the Cancellation Date.
Cancellation Due to Impossibility: Any Party may choose to be excused of any further performance obligations in the Affiliate Program if a disastrous occurrence outside the control of either Party occurs, such as natural disaster (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms or infestation); war, invasion, act of foreign enemies, embargo, or other hostility (whether declared or not); or any hazardous situation created outside the control of either Party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.
Confidentiality: The Parties may, at times, disclose certain information as a result of their participation in the Affiliate Program. The Parties shall collectively and individually keep all trade secrets, discussions and other privileged information within the course of maintaining and promoting anything of or related to the purpose of the Affiliate Program, their individual businesses, or this Agreement confidential. Information is privileged when it would otherwise materially harm either of the Parties in their individual businesses, or describe information that is not public nor ever intended to be public.
Public or Prior Knowledge: Confidential information does not include any previously known information prior to entering this Agreement, any information publicly disclosed (other than by disclosing Party or related parties), or any information that is required to be disclosed by law, order of a court or other judicial or administrative body.
Breach of Confidentiality: If a breach of confidentiality occurs accidentally or willfully, the non-breaching party is entitled to any actual damages and/or an injunction as a result of the breach.
Governing Law: The laws of Alaska govern all matters arising under or relating to this Agreement.
Notice: Parties shall provide effective notice (“Notice”) to each other, including any payments or invoices, via either of the following methods of delivery at the date and time which the Notice is sent:
Severability: If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each Party remain legal and enforceable.
Merger: This Agreement constitutes the final, exclusive agreement between the Parties on the matters contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.
Amendments: The Parties may amend this Agreement only with both Parties’ written agreement through proper Notice to both Parties.
Assignment: Either Party may assign this Agreement to any successor or affiliate upon giving Notice to the other Party and receiving approval from the other Party that the assignment is approved.
Titles: The titles and section headers in this Agreement are provided for convenience only and should not be construed as part of this Agreement.
Dispute Resolution: Any controversy or claim arising out of or relating to this contract, or the breach of this Agreement, will be settled by alternative dispute resolution (ADR) prior to a formal complaint. ADR includes arbitration or mediation administered by an authorized entity, such as the American Arbitration Association, in accordance with its Commercial [or other] Arbitration Rules. Any judgment on the award rendered by the arbitrator(s) or mediator(s) may be entered in any court having jurisdiction over this Agreement and related dispute resolution proceedings.