Introduction
Whether you’re a brand launching an affiliate program or a content creator joining one, one document binds both sides together legally and strategically: the affiliate agreement.
This document isn’t just a formality — it’s the foundation of the relationship. It defines expectations, limits liabilities, outlines commission structures, and protects both the merchant and the affiliate from misunderstandings or legal issues.
In this guide, we’ll walk you through:
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What an affiliate agreement is and why it matters
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Key elements every affiliate contract should contain
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Legal compliance considerations (GDPR, FTC, etc.)
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Best practices for writing, sharing, and updating agreements
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Sample clauses and tips to avoid disputes
Whether you’re drafting your first agreement or reviewing an existing one, this article will help you make sure everything that should be in there, is in there.
Table of Contents
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What Is an Affiliate Agreement and Who Needs One?
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Why an Affiliate Agreement Is Crucial for Both Sides
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Key Elements Every Affiliate Agreement Should Include
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Legal Disclosures and Regulatory Compliance (FTC, GDPR, etc.)
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Termination Clauses: How to Handle Exits Gracefully
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Common Mistakes to Avoid in Affiliate Agreements
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Digital vs. Traditional: How to Deliver and Store Agreements
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Sample Affiliate Agreement Template Breakdown
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Updating Affiliate Agreements: When and How
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Final Checklist and FAQs
1. What Is an Affiliate Agreement and Who Needs One?
An affiliate agreement (sometimes called an affiliate contract or partnership agreement) is a legally binding document between a business (merchant or advertiser) and an affiliate (publisher or partner).
It outlines the terms of the relationship, including:
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How referrals and commissions work
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How the affiliate is allowed to promote products
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What legal responsibilities each party holds
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Payment schedules and tracking methods
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Rules on intellectual property, branding, and termination
Who Should Have One?
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Brands launching affiliate programs (Shopify stores, SaaS companies, DTC brands)
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Affiliate networks (like ShareASale or CJ) acting on behalf of merchants
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Agencies managing influencers and affiliate relationships
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High-level affiliates negotiating custom terms or higher payouts
Even solo entrepreneurs running a small affiliate program should have a basic agreement in place.
2. Why an Affiliate Agreement Is Crucial for Both Sides
Without a clear agreement, affiliate marketing can get messy — fast.
Benefits for Merchants
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Control branding and messaging to avoid misleading promotions
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Set clear commission rules to avoid overpayment or confusion
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Limit liability by requiring compliance with laws (like FTC guidelines)
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Avoid legal trouble in case of termination or disputes
Benefits for Affiliates
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Clarity on earnings — when, how, and how much
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Defined rights and responsibilities — what you can and can’t do
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Legal protection in case the brand fails to pay or fulfill promises
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Professional legitimacy — having a formal agreement builds trust
A good affiliate agreement is a win-win. It sets expectations early, reduces disputes, and ensures both sides are on the same page from day one.
3. Key Elements Every Affiliate Agreement Should Include
Let’s break down the core components that belong in every professional affiliate agreement, whether you’re running a one-person brand or a multi-tier affiliate network.
a. Definitions and Scope of the Relationship
Start by defining:
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Who the affiliate is
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Who the merchant or program manager is
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What products/services are being promoted
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Whether the relationship is exclusive or non-exclusive
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The territory or audience the affiliate may target (optional)
Clear definitions help avoid disputes later on.
b. Commission Structure
This is the heart of the agreement for most affiliates.
Include:
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Commission rate (percentage or fixed amount)
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Which products/services are eligible
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How conversions are tracked (e.g., via cookies, coupon codes)
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Attribution model (first-click, last-click, multi-touch?)
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Cookie duration (e.g., 30 days, 90 days)
Optional: Include bonuses or performance tiers.
c. Payment Terms
Clearly specify:
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Minimum payout threshold
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Payment frequency (monthly, net 30, bi-weekly, etc.)
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Payment methods (PayPal, bank transfer, Wise, crypto)
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Currency used
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How to handle chargebacks or refunds
Transparency here builds trust.
d. Promotional Restrictions
To maintain brand reputation, outline:
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Approved and prohibited channels (e.g., no PPC bidding on brand terms, no spam)
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Whether email, YouTube, TikTok, or forums are allowed
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Rules on false claims, guarantees, or pricing
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Whether coupon code sites or cashback platforms are allowed
Tip: Require affiliates to submit sample content or notify you of major campaigns.
e. Branding and Intellectual Property Use
Include rules on:
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Use of logos, product images, and brand names
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Trademark and copyright protection
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When and how branding materials must be removed upon termination
Optional: Provide a brand assets kit for consistency.
f. Reporting and Tracking
Affiliates usually expect access to a dashboard — but also:
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Define what metrics you provide (clicks, conversions, earnings)
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Whether you use a third-party platform (e.g., Impact, Refersion, Post Affiliate Pro)
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Who handles technical support for tracking issues
g. Termination Clauses
More on this in the next section — but always define:
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How and when either party can terminate the relationship
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What happens to pending commissions
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How disputes are handled (jurisdiction, mediation)
4. Legal Disclosures and Regulatory Compliance (FTC, GDPR, and Beyond)
Affiliate marketing isn’t just about traffic and commissions — it also falls under multiple legal jurisdictions.
a. FTC Disclosure Requirements (United States)
If your affiliates target U.S. consumers, they must:
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Clearly disclose their affiliate relationship (e.g., “As an Amazon Associate I earn from qualifying purchases”)
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Place the disclosure close to the affiliate link
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Use plain language, not buried in a footer
You should include a clause in your agreement that requires:
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Compliance with FTC Guidelines
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Proper affiliate disclosures across all platforms
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The right to terminate or withhold payment for violations
b. GDPR Compliance (European Union)
If you or your affiliates collect any personal data from EU visitors:
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You must ensure data protection compliance
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You may need to sign a Data Processing Agreement (DPA)
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Affiliates must have a privacy policy on their site
Your affiliate agreement should:
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State whether personal data is shared
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Define who is the data controller and data processor
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Require GDPR compliance and consent mechanisms
c. CCPA, CASL, and Other Local Laws
Depending on where your affiliates are located or whom they target:
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California (CCPA/CPRA): Requires data transparency and “Do Not Sell” mechanisms
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Canada (CASL): Requires consent for commercial emails
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UK (UK-GDPR): Post-Brexit version of GDPR
Your agreement should include a compliance clause that states the affiliate is responsible for following all relevant local laws.
d. Liability and Indemnification
To protect your business:
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Include an indemnity clause that holds your company harmless if an affiliate breaks the law
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Make it clear that non-compliant affiliates can be removed without payout
This clause might sound harsh, but it’s standard and protects both parties.
5. Termination Clauses: How to Handle Exits Gracefully
Every good affiliate relationship starts with mutual excitement — but not all last forever. A clear termination clause avoids drama if either party wants out.
a. Grounds for Termination
Your agreement should list acceptable reasons to terminate, such as:
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Breach of terms (e.g., misleading claims, unauthorized advertising)
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Violation of laws or platform policies
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Inactivity for a set period (e.g., no sales in 90 days)
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Fraudulent behavior (click fraud, fake referrals, etc.)
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Brand damage (public misconduct, spammy tactics)
b. Termination Notice
Define:
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How notice must be given (email, in-app message, etc.)
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How much advance notice is required (immediate vs. 7–30 days)
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Whether termination is at will or requires cause
Some agreements allow either party to terminate at any time with written notice. That’s fine — just be clear about it.
c. Commission After Termination
Affiliates will want to know:
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Will they still receive pending commissions?
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What happens to recurring commissions on subscriptions?
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Will links keep tracking, or be deactivated?
Be specific to avoid disputes. Example:
“Affiliates will receive commissions for valid conversions generated before the termination date. No further commissions will be paid post-termination.”
6. Common Mistakes to Avoid in Affiliate Agreements
Even experienced marketers and brands make legal and strategic errors in their agreements. Here are some to watch for:
a. Vague Commission Terms
“15% of every sale” might sound clear — but does that include:
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Shipping?
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VAT or taxes?
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Recurring payments?
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Product upgrades?
Be specific. Use examples. Include a commission table if needed.
b. Forgetting About Refunds and Chargebacks
If a user requests a refund after a sale, will the affiliate still get paid? What if the user disputes the charge?
Always include:
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Whether commissions are reversed on refunds
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A hold period (e.g., “commissions paid after 30 days to allow for returns”)
c. Ignoring Local Laws
If your affiliate targets traffic in the EU, but your agreement ignores GDPR — you could face fines. If they send spammy emails without complying with CAN-SPAM or CASL — it’s your brand that suffers.
Use a compliance clause that requires the affiliate to follow all applicable local laws.
d. No Rules for Brand Usage
Letting affiliates use your name, logo, or product photos however they want can backfire. Include clear:
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Brand usage rules
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Prohibitions (e.g., don’t impersonate the company)
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Required disclaimers or pre-approval
e. Making the Agreement Too Long or Legalistic
Yes, it’s a legal contract. But if it’s 20 pages of unreadable legalese, affiliates won’t read it. Use plain language where possible. Make it understandable — especially if your affiliates are creators, influencers, or solopreneurs.
7. Digital vs. Traditional: How to Deliver and Store Agreements
Old-school contracts meant printing, signing, and scanning. But affiliate marketing is digital — and your agreement should be too.
a. Digital Acceptance via Clickwrap
Most programs use a clickwrap method, where affiliates must check a box that says something like:
“By checking this box, I agree to the Affiliate Terms & Conditions.”
This counts as legally binding in most jurisdictions — as long as:
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The full agreement is accessible before clicking
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There’s a clear record of the timestamp and IP address
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You retain a copy of their acceptance
b. Where to Host the Agreement
Best practice:
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Upload it as a public page (e.g., yoursite.com/affiliate-terms)
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Include a version date or change log
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Link to it from your affiliate dashboard, welcome email, or sign-up form
c. Managing Changes to the Agreement
Want to update commission rates, policies, or legal terms?
Be sure your agreement includes a modification clause, something like:
“We reserve the right to modify this Agreement at any time. Continued participation in the program constitutes acceptance of any changes.”
Then, notify affiliates via:
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Email
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Dashboard alerts
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In-app messages
Transparency here is key.
8. Sample Affiliate Agreement Template Breakdown
Je hoeft het wiel niet opnieuw uit te vinden. Hier is een overzicht van de standaardstructuur van een affiliate-overeenkomst, die je kunt gebruiken als basis:
📄 Affiliate Agreement Template (Structure)
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Introduction / Preamble
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Who the agreement is between
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Effective date
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Definitions
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“Affiliate,” “Program,” “Commission,” “Customer,” etc.
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Program Enrollment and Eligibility
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Application requirements
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Right to accept or reject applicants
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Commissions and Payments
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Commission structure
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Payment schedule, methods, and thresholds
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Chargebacks and refunds
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Affiliate Responsibilities
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Promotional methods allowed/prohibited
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FTC disclosures
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Content standards
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Use of affiliate links, coupons, etc.
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Brand and Intellectual Property Usage
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Guidelines on using logos, images, and trademarks
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Restrictions on impersonation
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Compliance and Legal Obligations
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FTC, GDPR, CCPA, and local law adherence
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Prohibited behaviors (spam, false claims, etc.)
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Tracking and Reporting
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Cookies, conversion tracking, and limitations
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Dispute process for lost commissions
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Term and Termination
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Duration of agreement
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Grounds and process for termination
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Post-termination handling of commissions and links
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Limitation of Liability and Indemnity
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Protect both parties from damages, legal exposure
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Modifications
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Right to update the terms
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How changes will be communicated
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Governing Law and Jurisdiction
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Which country/state’s law applies
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Acceptance and Binding Agreement
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How acceptance is acknowledged (e.g., checkbox or signature)
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9. Updating Affiliate Agreements: When and How
When Should You Update the Agreement?
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When you change commission rates
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When you add/remove payment options
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When legal requirements change (e.g., new data laws)
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When you switch platforms (e.g., from in-house to Refersion)
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When you add new restrictions or channels
How to Manage Updates
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Always version your agreements (v2.1, v3.0, etc.)
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Add a “Last Updated” date at the top
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Include a clause stating that continued participation equals acceptance
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Notify affiliates clearly — via email and dashboard alerts
10. Final Checklist and FAQs
Here’s a quick checklist to confirm your affiliate agreement is complete and compliant:
✅ Clearly defines commissions and payouts
✅ Covers refunds, chargebacks, and minimum thresholds
✅ Includes FTC and GDPR compliance language
✅ Specifies allowed and disallowed promotional methods
✅ Provides branding guidelines and IP rules
✅ Details termination procedures
✅ Includes a change/update clause
✅ Is written in plain, readable language
✅ Is accessible on your site and during signup
✅ Is accepted digitally and recorded
Frequently Asked Questions
Q1: Do I need a lawyer to create an affiliate agreement?
Not necessarily, but it helps — especially if you operate internationally. At minimum, use a professional template and customize it carefully.
Q2: What’s the difference between an affiliate agreement and terms & conditions?
Terms & conditions apply to all site users. An affiliate agreement is specifically for partners promoting your products.
Q3: Can I just copy one from another site?
No. You can use one as inspiration, but every business is unique. Copy-pasting could lead to non-compliance or legal gaps.
Q4: What if I run my program through a platform like ShareASale or Impact?
These platforms often include their own agreements, but you can still attach custom rules or branding/IP guidelines in your program description or welcome email.
Final Thoughts
Your affiliate agreement isn’t just legal red tape — it’s the framework that builds strong, sustainable partnerships. When done right, it:
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Protects your business
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Gives affiliates clarity and confidence
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Builds long-term trust
Invest the time to write or revise your agreement, and your affiliate program will run smoother, with fewer misunderstandings and better results.