THIS AGREEMENT WILL ONLY BE BINDING WHEN ACCEPTED BY MAT FUNK.
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AFFILIATE ADVERTISING AGREEMENT
This Affiliate Advertising Agreement (“Agreement”) is entered into as of the date both parties execute the agreement (“Effective Date”), by and between Mat Funk, LLC, a Texas limited liability company, with its principal place of business at 4509 Freidrich Ln #210, Austin, TX 78744 (“Mat Funk”), and the gym/influencer listed on the signature page (“Affiliate”).
1. INTRODUCTION
1.1 Purpose. Affiliate will utilize its physical and digital spaces to market and advertise Mat Funk and its Products using the unique affiliate links, QR codes, or codes (“Link”) provided by Mat Funk. During the term of this Agreement: (i) Mat Funk hereby grants Affiliate a non-exclusive, revocable, and limited license to market, advertise, and promote Mat Funk’s products and services (“Products”) in accordance with the terms and conditions of this Agreement; and (ii) Affiliate grants Mat Funk the non-exclusive, revocable, and limited license to market/advertise/use/promote Affiliate’s name and likeness and logos in marketing Mat Funk and its Products.
2. COMPENSATION
2.1 Payment Structure. In consideration for Affiliate’s advertising and marketing efforts and for the space utilized in Affiliate’s gym and website/social media (as applicable), Mat Funk agrees to pay Affiliate on sales generated through the use of the Link during the Term of this Agreement, as detailed in Exhibit A.
2.2 Payment Terms. Payments will be made quarterly via ACH (minimum payout thresholds may apply, as outlined in Exhibit A). Affiliate is responsible for maintain valid ACH information on file with Mat Funk, including routing/account numbers, financial institution name/address, and any other information Mat Funk may require. Affiliate will provide Mat Funk with a W9 form for tax reporting purposes. The parties agree that the services to be provided and compensation to be paid hereunder are commercially reasonable, are reasonably necessary for the parties to achieve their business objectives, constitute fair market value for the services to be rendered and that such compensation was determined based upon an arms-length negotiation between the Parties, and that such compensation does not take into account the volume or value of referrals.
2.3 Relationship of Parties. This Agreement does not create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate is an independent contractor and is solely responsible for all taxes, fees, and liabilities arising from its activities under this Agreement. Neither party has the authority to bind or obligate the other party in any manner, and nothing in this Agreement will give rise to any rights, benefits, or obligations to any third party.
3. PROMOTION
3.1 Promotional Activities. Affiliate agrees to use best efforts to promote the Products in a manner consistent with Mat Funk’s brand guidelines and values. Affiliate’s promotional duties include, without limitation, the requirements set forth in Exhibit B.
3.2 Compliance. Affiliate will comply with all applicable laws, regulations, and guidelines related to advertising and marketing, including the Federal Trade Commission (FTC) guidelines. Affiliate agrees to clearly disclose the paid nature of their relationship with Mat Funk in all marketing materials posted to social media. Affiliate will comply with any Mat Funk requirements related to advertising/marketing. Each party acknowledges and agrees that it is solely responsible for its own compliance with all applicable laws, regulations, and guidelines related to the performance of its obligations under this Agreement. Neither party has made any representations or warranties regarding the compliance of this Agreement with any specific law, and neither party will rely on the other party for such compliance.
3.3 No Provision of Health Care. Mat Funk is itself not a health care provider. Health care is provided by separate, licensed, health care providers/companies affiliated with or under contract with Mat Funk. Mat Funk is not responsible for medical care decisions.
4. LINK AND TRACKING
4.1 Unique Link. Mat Funk will provide Affiliate with a unique Link, QR code, or affiliate code to track sales and referrals. Affiliate is responsible for ensuring the proper implementation of the foregoing.
a. Due to medical information privacy laws, Affiliate agrees that Mat Funk cannot and will not share any identifying customer information with Affiliate (including, without limitation, confirming or denying whether an individual has received services), unless a customer has executed a valid Mat Funk authorization form.
4.2 Tracking Errors. Mat Funk is not responsible for tracking errors resulting from the improper use or implementation of the Link by Affiliate or technical issues beyond Mat Funk’s control. Mat Funk is not responsible for tracking customers that do not use the Link, or for retrospectively tagging/reconciling/accounting for customers as affiliated with Affiliate that did not use the Link.
5. TERM AND TERMINATION
5.1 Term. This Agreement will commence on the Effective Date and continue for a period of one (1) year. Thereafter, the Agreement will continuously automatically renew for one (1) year periods, unless either party has given notice of non-renewal no later than 30-days before the expiration of the then-current term.
5.2 Termination. Either party may terminate this Agreement with 30-days prior written notice. Either party may terminate this Agreement immediately for a material breach of any provision herein. Upon termination, Affiliate will immediately cease all marketing activities related to Mat Funk’s Products.
6. CONFIDENTIALITY
6.1 Confidential Information. Affiliate acknowledges and agrees that all information provided by the Mat Funk during the term of this Agreement, including but not limited to trade secrets, customer lists, marketing strategies, and any other proprietary information, is considered confidential and proprietary to the Mat Funk. Affiliate will maintain the confidentiality of such information and will not disclose or use it for any purpose other than the performance of its obligations under this Agreement. Any feedback, suggestions, or ideas provided by the Affiliate to the Mat Funk regarding the Products or potential new Products will become the exclusive property and confidential information of the Mat Funk. Likewise, any inventions or intellectual property developed by the Affiliate in connection with the performance of its obligations under this Agreement will be owned by the Mat Funk and will be confidential information. Affiliate hereby assigns all rights, title, and interest in such feedback, inventions, and intellectual property to the Mat Funk. This obligation of confidentiality will survive the termination or expiration of this Agreement.
7. MISCELLANEOUS
7.1 Assignment. Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, except that Mat Funk may assign this Agreement to any affiliate or successor entity without Affiliate’s consent. Any assignment or transfer in violation of this provision will be null and void. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
7.2 Mat Funk’s Right to Amend. Mat Funk reserves the right to amend this Agreement at any time. Any amendments will be communicated to Affiliate with reasonable prior notice (at least 15-days before any amendment takes place). Affiliate’s continued participation in the affiliate program after the effective date of any amendments constitutes acceptance of the changes.
7.3 Limitation of Liability. To the maximum extent permitted by law, Mat Funk will not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with this Agreement, including but not limited to loss of profits, loss of business, or loss of data, even if advised of the possibility of such damages. In no event will the aggregate liability of Mat Funk under this Agreement exceed the total amount of fees paid or payable to Affiliate under this Agreement during the six (6) months immediately preceding the event giving rise to such liability. The limitations set forth in this clause will apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and regardless of whether such damages were foreseeable or whether Mat Funk has been advised of the possibility of such damages. This limitation of liability will survive the termination or expiration of this Agreement and will apply even in the event of any breach of any warranty or the failure of any remedy to achieve its essential purpose. Each party acknowledges and agrees that the limitations and exclusions of liability in this clause are reasonable and essential elements of this Agreement and that, absent such limitations and exclusions, the terms and conditions of this Agreement would be substantially different.
7.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable under any applicable law, such provision will be deemed modified to the extent necessary to make it valid, legal, and enforceable. If modification is not possible, such provision will be severed from this Agreement, and the remaining provisions will remain in full force and effect. The invalidity, illegality, or unenforceability of any provision will not affect the validity, legality, or enforceability of any other provision of this Agreement.
7.5 Construction. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. Both parties to this Agreement have had the opportunity to review and negotiate the terms of this Agreement and have contributed to its drafting.
7.6 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement will be in writing and will be deemed to have been duly given if delivered personally, sent by registered or certified mail, postage prepaid, or by email.
If to Mat Funk:
Mat Funk, LLC
4509 Freidrich Ln #210
Austin, TX 78744
Email:
[email protected] with a copy to
[email protected]
If to the Affiliate:
Address and Email indicated during sign up
Either party may change its address for notice by giving written notice of the new address to the other party in accordance with this section. All notices, requests, demands, and other communications will be deemed to have been received on the date of personal delivery, three (3) business days after the date of mailing, or on the date of confirmed receipt if sent by email. Any notice sent by email will be deemed to have been received upon confirmation of receipt, provided that no automated response indicating non-delivery or undeliverable status is received.
7.7 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Austin, Texas. The parties hereby consent to the personal jurisdiction of such courts and waive any objections to the laying of venue in such courts.
7.8 Entire Agreement. Section headings are for organization purposes only, and do not affect interpretation of this Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, understandings, or agreements.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
MAT FUNK, LLC
Signature: _/s/Electronically Signed by Clinton Mikel
Title: Manager
AFFILIATE
Signature: /s/ Electronically Signed On Behalf of Individual and Gym
Exhibit A
Payment
• For services rendered by Mat Funk/its affiliates where customers use the Link, Affiliate will receive:
o $5 per paid (and not refunded) service rendered using the Link
o 5% of sale price (taxes/shipping excluded) for merchandise/gear sold
o The parties agree this value approximates the marketing efforts, advertising efforts, and the space utilized for Mat Funk’s promotional materials
• If Affiliate introduces Mat Funk to another influencer or gym who: (i) Mat Funk was not already in discussions with (or had not already contracted with previously); and (ii) is not owned or controlled by or affiliated with Affiliate; and said influencer/gym promptly executes an affiliation agreement with Mat Funk:
o $100 per executed affiliation agreement
• If Mat Funk/its affiliates offer a paid subscription service in the future, Mat Funk will send an amendment to this Agreement detailing the payment/commission to Affiliate for subscription customers.
• If Affiliate is not in breach of this Agreement, during the Term of this Agreement payments will be made quarterly, unless the amount owed is under $50. In such event, the payments to Affiliate will accrue until the end of the quarter in which they reach the $50 payment threshold.
Exhibit B
Affiliate Obligations
• Use best efforts to market and advertise Mat Funk and its Products
o Affiliate’s marketing/advertisement efforts cannot be false, misleading, or deceptive; and
o Affiliate may not make claims that services received from Mat Funk or its affiliates are professionally superior to, or more professionally performed, than services received elsewhere
• Post Mat Funk flag/sign/banner prominently in your gym facilities, and provide a picture of such posting to Mat Funk (to be done as soon as possible after receiving, and upon request)
o The flag/sign/banner will contain your unique Link
• Post a logo link to Mat Funk on your website (if applicable)
o Mat Funk to provide logo link, which will contain your unique Link
• Post a logo link to Mat Funk (or a URL link, if a logo link is not feasible), on all social media profiles for your gym and your personal account(s)
o To include, without limitation, Instagram, Facebook, Tik Tok, Twitter, Truth Social, Telegram, Reddit, et cetera
o Mat Funk will provide a URL link, which will contain your unique Link
o Mat Funk will also provide a logo link, which will contain your unique Link
• Maintain a clean and hygienic gym training environment (if applicable)
o Mat Funk may launch a gym hygiene certification program. Stay tuned!
• Promptly update Mat Funk with any address changes, website URL changes, ACH changes, logo changes, W-9 changes, et cetera
• Must notify anyone that you market/advertise to that you have a paid marketing/advertising affiliation with Mat Funk, and that you may receive success-based payment for your advertising and marketing services
