make your free affiliate agreement
what we'll cover
what is an affiliate agreement?
an affiliate agreement governs a marketing or referral arrangement, in which one business (ie an affiliate) receives payments from another (ie a merchant) when web users are directed from the affiliate’s website to visit and register with or make a purchase from the merchant’s website. affiliate agreements form contracts that set out the basic terms of such affiliate arrangements.
this document is gdpr compliant.
when should i use an affiliate agreement?
use this affiliate agreement:
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to enter into a marketing or a referral program, in which an affiliate receives payments from the merchant company running the scheme on certain conditions
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if the affiliate is expected to bring significant traffic and sales to the merchant’s website
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to authorise an affiliate on a non-exclusive basis to promote a merchant’s products and/or services
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for businesses based in england, wales, or scotland
sample affiliate agreement
the terms in your document will update based on the information you provide
affiliate agreement
this affiliate agreement is made on .
(1) (the merchant); and
(2) (the affiliate) (each a party and collectively the parties).
meanings
- in the agreement the following words are defined:
agreement | the agreement set out in this document including any amendments agreed in writing; |
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affiliate website | ; |
confidential information | information (however recorded or preserved) acquired by a party under the agreement which is confidential to the other party because it: a. concerns its business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software; or b. has been developed by the other party under the agreement; |
converted lead | resulting directly from promotion of the merchant website on the affiliate website. for the avoidance of doubt, an end user shall not qualify as a converted lead if that end user has previously any merchant ; |
end user | any person (individual, partnership, company or other organisation) who makes use of a web browser to access and view web pages; |
merchant | the which are sold on the merchant website as set out in schedule 1; |
merchant website | ; and |
promotional content | the merchant's trade name, the merchant website, trade or service marks, trade names, trade dress, logos, domain names, descriptions of the merchant , associated key words, and links, or other copy or content of any type that is provided by the merchant to the affiliate for the purposes of this agreement. |
promotional content and website links
- the affiliate is authorised on a non-exclusive basis to promote the merchant to its website visitors using the promotional content.
- the merchant agrees to provide the affiliate with the promotional content solely for the purposes of promoting the merchant . use of the merchant’s promotional content is subject to the restrictions of this agreement and the merchant can object to any use of promotional content if it deems the use to be inappropriate or inaccurate or for any other reason in its absolute discretion.
- each party retains sole and exclusive ownership and control over its website and is solely responsible for maintaining and updating its own website.
- the merchant is not liable in any way for any claims relating to use of the promotional content by the affiliate and the affiliate agrees to indemnify the merchant against all and any claims, damages, losses, liabilities, costs and expenses relating to the affiliate’s use of the promotional content.
reporting
- the parties will provide each other with relevant periodic reports of data relating to the value (traffic, completed sales, revenues, etc.) derived from individual activities as described in this agreement.
tracking of end users and compliance
- the affiliate will use and implement reasonable tracking mechanisms in order to permit the merchant to accurately track converted leads.
- in performance of its obligations under this agreement, the affiliate will comply with all applicable laws and regulations, including consumer protection and unfair trading regulations and shall not engage in any fraudulent activities such as cookie stuffing or link interception. the affiliate acknowledges that any editorial content about must be accompanied by a prominent statement that the affiliate is being paid to promote the .
- the affiliate undertakes and covenants that at all times they will comply with the requirements of the data protection act 2018 in respect of recording end user’s details or obtaining or making use of email addresses.
- affiliate warrants that its site does not:
- promote sexually explicit materials;
- promote violence;
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- promote illegal activities; or
- incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
payments
- the merchant will pay the affiliate a fee equal to £ for each converted lead. the fee is inclusive of any vat payable by the merchant to the affiliate. approval and acceptance of any converted lead shall be at merchant’s sole discretion, and the merchant may reject any such converted lead or any acceptance for any reason.
- all payments will be made at a time best suited to the merchant’s accounts department.
limited licence
- the merchant hereby grants the affiliate, for the term of this agreement, a limited, revocable, non-exclusive, non-transferable, royalty-free licence to:
- use and reproduce the promotional content in strict compliance with this agreement; and
- display the promotional content on the affiliate’s website and with such other guidelines as may be identified by the merchant from time to time solely for the purpose of marketing the merchant as provided in this agreement.
- the affiliate must not alter or permit alteration of, or remove or modify or permit removal or modification of, any of the promotional content, or other identifying marks placed by the merchant or its agents on the or associated documentation or literature, without the merchant’s prior written approval. except as specifically provided in this agreement, nothing in this agreement gives the affiliate any right, title or interest in any of the promotional content, , any underlying intellectual property, or goodwill of the merchant. the affiliate acknowledges that the promotional content, , any underlying intellectual property, and any related goodwill are the sole and exclusive property of the merchant. the affiliate must not, during the term of this agreement and afterwards, challenge or assist others to challenge the promotional content or its registration or attempt to register any trademarks, service marks, marks, trade names or domain names that are in any way confusingly similar to the promotional content.
- the affiliate agrees that it will cease using the promotional content immediately upon request, and this license terminates automatically when this agreement terminates.
termination
- a party can terminate the agreement for any reason by giving the other days' notice.
- a party can terminate the agreement immediately by giving written notice to the other party if that other party:
- does not pay any sum due to it under the agreement within 30 days of the due date for payment;
- commits a material breach of the agreement (which, if capable of remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied;
- persistently breaches any term of the agreement;
- is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;
- is a company over any of whose assets or property a receiver is appointed;
- makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order (within the meaning of the insolvency act 1986); or
- (if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation.
- termination of the agreement does not affect either party’s rights (including rights to be paid) or remedies as at the date of termination. other than as set out in the agreement, neither party has any further obligation to the other under the agreement after its termination.
- on termination of the agreement for any reason, the affiliate must permanently remove all promotional content from its website and return it to the merchant.
confidentiality
- each party will only use confidential information to perform its obligations under the agreement and will not cause or allow the information to be disclosed except:
- where required by law, court order or any governmental or regulatory body;
- to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
- where the information has become generally available to the public (other than as a result of disclosure in breach of the agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);
- where the information was available or known to it on a non-confidential basis before being disclosed under the agreement; or
- where the information was developed by or for it independently of the agreement and is received by persons who are not the disclosing party.
limitation of liability
- the agreement constitutes the entire agreement between the parties and replaces all prior discussions, arrangements or agreements that might have taken place. all warranties, conditions and other terms implied by statute or common law are excluded from the agreement to the fullest extent permitted by law, without in any way limiting or excluding liability for personal injury, fraud or fraudulent misrepresentation.
- the total liability of the merchant to the affiliate in relation to any event or series of related events is limited to the fees due to the affiliate under this agreement.
- no party will be liable to any other party under the agreement (except where required by law) for any:
- special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
- loss or corruption of any data, information, database or software;
- loss of profits;
- loss of business;
- depletion of goodwill and/or similar losses;
- loss of anticipated savings.
changes to merchant
- the merchant can change any terms of the merchant including pricing. the affiliate must immediately replace existing promotional content with any updated promotional content as provided by the merchant.
data protection
- each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) the uk general data protection regulation and any national implementing and supplementary laws, regulations and secondary legislation, including the data protection act 2018. this clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements. the affiliate must not sell or pass on any converted lead data to any third party.
general
- no party may assign, transfer, sub-contract or otherwise make over to any third party the benefit and/or burden of the agreement without the prior written consent (not to be unreasonably withheld) of the other party.
- 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.
- affiliate is an independent contractor, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between affiliate and merchant.
- the contracts (rights of third parties) act 1999 does not apply to the agreement and no third party has any right to enforce or rely on any provision of the agreement.
- if any court or competent authority finds that any provision (or part) of the agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the agreement will not be affected.
- any notice (other than in legal proceedings) to be delivered under the agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the other party’s registered address or place of business, or sent by email to the email address notified by the other party. notices:
- sent by post will be deemed to have been received, where posted from and to addresses in the united kingdom, on the second business day and, where posted from or to addresses outside the united kingdom, on the tenth business day following the date of posting;
- delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and
- sent by email will be deemed to have been received on the next business day after sending.
governing law and jurisdiction
- this agreement will be governed by and interpreted according to english and welsh law. all disputes and claims arising under the agreement (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the english and welsh courts.
the parties have signed this agreement on the date first before written.
signed:
signed:
schedule 1 -
about affiliate agreements
learn more about making your affiliate agreement
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how to make an affiliate agreement
making your affiliate agreement online is simple. just answer a few questions and 2022世界杯32强抽签时间 will build your document for you. when you have all the information about your aaffiliate arrangement prepared in advance, creating your document is a quick and easy process.
you’ll need the following information:
the merchant and the affiliate
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what is the merchant’s name, address, website address, and legal structure? if it’s a company, what is its company number?
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who is the merchant’s signatory, if it’s a company or a partnership? this is the person who will sign the agreement on the company’s or partnership’s behalf.
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what is the affiliate’s name, address, website address, and legal structure? if it’s a company, what is its company number?
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who is the affiliate’s signatory, if it’s a company or a partnership?
the merchant’s business
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does the merchant’s website sell products, services, or both?
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what are the products and/or services?
leads and fees
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for the purposes of determining fees, will a converted lead be defined as a user registering for the merchant’s goods/services, paying for them, or both?
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how much will the merchant pay the affiliate for each converted lead?
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how frequently will payments be made to the affiliate?
promotion of the merchant
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does the affiliate need the merchant’s approval for each way they want to promote the merchant’s brand and services/products?
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if so, how many days before using promotional content must the affiliate send it to the merchant for approval?
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will the merchant provide the affiliate with technical support?
the affiliate agreement
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what is the date of your agreement?
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how much notice must a party give to end the agreement?
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if the merchant or the affiliate is based in scotland, will the agreement be governed by the laws of england and wales or the laws of scotland?
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common terms in an affiliate agreement
affiliate agreements set out the terms of an arrangement for the paid promotion of one business’ services on another’s website. to do this, this affiliate agreement template includes the following terms and sections:
this affiliate agreement is made on…
the agreement starts by stating the date it is made on and by clearly identifying who the merchant and the affiliate are (ie the parties to the agreement).
meanings
this definition table assigns specific meanings to key terms used throughout the agreement. when these terms (eg 'affiliate website’, ‘end user’ or ‘promotional content’) are used capitalised throughout the agreement, they carry the meaning they’re given in this table.
important key pieces of information regarding the affiliate agreement are set out here. for example:
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defining what constitutes a converted lead (eg a new user paying for the merchant’s products as a direct result of promotion of the merchant on the affiliate’s website), and
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what the merchant’s products are
promotional content and website links
this section contains key provisions of the agreement. for example:
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that the affiliate is authorised to promote the merchant’s products on its website on a non-exclusive basis (ie other affiliates may also be appointed)
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the merchant will provide promotional content for the affiliate to use on their website
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the merchant is not liable for (ie needs not pay for) any legal claims related to how the affiliate uses the promotional content the merchant has provided, and the affiliate provides an indemnity to cover the costs of any such losses
reporting
an obligation is imposed on both parties to regularly provide reports of relevant data (eg sales and website traffic data).
tracking of end users and compliance
this section contains the affiliate’s promise to use reasonable tracking mechanisms to enable the merchant to track converted leads.
commitments made by the affiliate regarding their conduct as an affiliate are also set out here. for example, they must:
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abide by various laws when promoting the merchant, including consumer protection and unfair trading laws
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accompany any editorial content (eg articles or photos) with statements that these involve paid promotion
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comply with data protection laws when handling users’ information
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not promote violence, discrimination or similar on their website
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not use materials on their website that infringe on others’ intellectual property rights
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not engage in cookie stuffing (ie giving users a cookie from a website they haven’t visited, which may later result in the source of that cookie receiving an affiliate commission)
payments
the amount the merchant will pay the affiliate for each converted lead is set out here, along with the payment frequency and the fact that value added tax (vat) is included in the payments.
limited licence
this is where the affiliate is granted a licence (ie a legal permission) to use the merchant’s promotional content on their website, in accordance with rules set out in this agreement. if uses of such content must be approved by the merchant before publication, this is also set out here.
the affiliate is restricted from doing certain things to the content. for example, modifying it without approval. it’s also clarified that the merchant retains ownership of this content and any intellectual property rights and goodwill in it.
termination
this section specifies how much notice either party may give to terminate (ie end) the agreement. it also sets out instances in which either party can end the agreement immediately by giving written notice, including if the other party:
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doesn’t make a payment for 30 days after it’s due
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makes a voluntary arrangement or becomes subject to an administration order, or
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commits a material (eg serious) breach of this agreement which, if remediable, isn’t remedied within 30 days
the section also explains that the affiliate must remove the merchant’s material from their website when the agreement ends.
confidentiality
this section sets out both parties’ obligations to protect and not disclose the other’s confidential information, except in specified rare circumstances.
limitation of liability
here a limit is set on the merchant’s liability at the level of the fees due to the affiliate under the agreement. this means that this is the maximum amount the merchant must pay the affiliate to cover the costs of claims incurred in relation to the merchant’s conduct relevant to this agreement.
this section will also set out instances in which neither party will be liable for the other’s losses, for example, for loss of profits. it’s also noted that various terms often implied in contracts by law are excluded from this agreement as far as possible.
changes to merchant products and/or services
here the merchant is given permission to change their products and their prices as they wish. the affiliate must immediately update promotional content to reflect any such changes.
technical support
if the merchant is committing to providing the affiliate with technical support, this obligation is set out here.
data protection
this section contains commitments by both parties to adhere to data protection laws and to assist each other to do so. it’s also highlighted that the affiliate cannot transfer any converted lead data to any other (ie third) parties.
general
this section deals with various other points of law that govern how this agreement operates. for example:
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preventing the parties from dealing with their rights or obligations under the agreement (eg by assigning or further subcontracting) without the other party’s permission
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excluding the contracts (rights of third parties) act 1999 or the contract (third party rights) (scotland) act 2017. this essentially means that third parties (ie not the affiliate or the merchant) that would otherwise be able to enforce obligations under this agreement under the act cannot do so
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setting out how any notices or other similar communications that are given under the agreement should be delivered
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clarifying that this agreement is not intended to create a partnership, joint venture, agency agreement, franchise, employment relationship, or similar between the parties
governing law and jurisdiction
this section sets out which country’s legal system must be used to resolve any disputes (ie the agreement’s jurisdiction). this is necessary as the legal systems of england and wales and of scotland are different.
the parties have signed this agreement…
the agreement ends with spaces for both parties to sign and date the document in order to make it legally binding.
schedule 1 - products/ services/ products and services
this schedule will set out descriptions of the merchant’s goods and/or services that are covered by this agreement.
if you want your affiliate agreement to include further or more detailed provisions, you can edit your document. however, if you do this, you may want a lawyer to review the document for you (or to make the changes for you) to make sure that your modified affiliate agreement complies with all relevant laws and meets your specific needs. use 2022世界杯32强抽签时间 ’s ask a lawyer service for assistance.
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legal tips for merchants and affiliates
consider all costs when setting fees
this affiliate agreement allows you to set a fee that the affiliate is paid for each converted lead. when agreeing on what this amount will be, make sure you consider all costs that may affect what the parties truly earn from the arrangement. for example, consider the costs the affiliate incurs when adapting content to market the merchant’s products and consider the merchant’s true profit from converted leads, taking into account all expenses.
make sure you comply with the law when selling and marketing online
operating a business online exposes you to complex legal compliance requirements. these include data protection laws, consumer protection laws and more. you can use various documents to help your business comply with these laws, for example:
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a cookies policy - communicating how your website uses cookies to tailor users’ experiences
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a privacy policy - setting out how you handle users’ information
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website terms and conditions - setting out how your website can be used and how the website meets certain legal obligations
for more information, read website terms of use, e-commerce, marketing and the law, and online business regulations, and use our run a business online checklist.
understand when to seek advice from a lawyer
in some circumstances, it’s good practice to ask a lawyer for advice to ensure that you’re complying with the law and that you are well protected from risks. you should consider asking for advice if:
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this agreement doesn’t meet your needs
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you want bespoke terms added to your affiliate agreement
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your business has any special data protection requirements
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you want an affiliate agreement that covers businesses outside of england, wales and scotland
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affiliate agreement faqs
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what is included in an affiliate agreement?
this affiliate agreement template covers:
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the products and/or services subject to the arrangement
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payment for converted leads
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a limited licence to use the promotional content
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an option for the merchant to provide technical support
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an option for the merchant’s approval being required for any use of the promotional material
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requirements for the placement and maintenance of links
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warranties
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why do i need an affiliate agreement?
using a written affiliate agreement is a great way to protect your business when you form an arrangement for a marketing or a referral programme. the agreement will create a formal basis for a productive and profitable relationship. it will clearly set out the basic terms of the arrangement and will help the merchant to ensure that the affiliate conducts themselves responsibly and fairly in the course of driving traffic to the merchant’s website, while giving the affiliate certainty that they will be paid for their efforts as set out in the agreement.
this affiliate agreement cannot be used for a general affiliation programme that is open for anyone to join.
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what is a converted lead?
a converted lead is a lead that is sent from an affiliate directly to a merchant that results in a sale or the performance of a specific action by the user. some leads may not result in a sale or specified action - this will be a non-converted lead. a merchant may not want to pay for non-converted leads.
this affiliate agreement outlines that a commission is only payable for a converted lead. a converted lead can be defined within your affiliate agreement as when a user either registers and/or pays for any of the merchant’s relevant products and/or services.
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how is the commission fee calculated?
the commission fee is a fee paid by the merchant to the affiliate for each successful lead (ie each converted lead). this can generally be based on a mutually agreed percentage of each lead’s value (eg 10% of the gross sales from the lead) or a set amount (ie a set price paid per lead). this affiliate agreement allows you to specify a set fee that’s payable for each converted lead.
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