1. Applying for the Program

This Affiliate/Partner Agreement (this “Agreement”) is between [-] (“Vish” or “we” or “our”) and you (the “Partner”). We reserve the right to decline or remove enrollment from our program at our discretion. As soon as your application is accepted, you can start sharing your affiliate link and earning affiliate commissions. 

For U.S.-based members, you will be required to complete a W-9 tax form. This form is required to receive payments from Vish.

2. Acceptance and Validity

You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by the Company. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the [Subscription] Service within the time period described on the Affiliate Tool (or if applicable, in the Program Policies) of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired.  An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated.

3. Eligibility

To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have occurred, [(iii) a Customer must remain a customer during the locking period in the Affiliate Tool (or if applicable, in the Program Policies).] You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or our Partners; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Partner Program Policies that we make available to you, misuse of the Partnership service tool or by any other means that we deem to breach the spirit of the Partner/Affiliate Program, or (v) the Customer participates in any of our partner programs. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.

Eligibility; Requirements. In order to be eligible for appointment as a Partner under this Agreement you must (i) not be a competitor of the Company or any of its affiliates, and (ii) As a Partner under this Agreement, you hereby represent, warrant, and covenant that you will meet the following requirements: (a) use commercially reasonable efforts to promote and market the Company in accordance with the terms of this Agreements; (b) conduct business in a competent and professional manner that reflects favorably at all times on the Company, the Company’s Services, the goodwill and reputation of the Company, and on the Company generally; (c) avoid deceptive, misleading, and unethical practices; (d) not make any false, misleading, or unauthorized representations, warranties, or guarantees with respect to the Company or its Services; (e) comply with all applicable laws (foreign and domestic) and obtain all necessary registrations and approvals required for the performance of your  obligations hereunder; [and (f) remain current with all Partner Certification requirements as required]

4. Engagement with Prospects

Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between the Company and an Affiliate Lead will be at the Company’s discretion.

5. License

Subject to Partner’s compliance with all terms of this Agreement, The Company hereby grants to Partner a revocable, non-transferable, worldwide, non-exclusive license during the Term to market, promote, display a link specifically assigned to Partner by the Company (whether in the form of text, or a logo or other graphic) (the “Partner Link”), which will link to your Partner URL (as defined below), to be utilized in a manner consistent with Company’s trademark policies promulgated from time to time. The Company grants no rights under this Agreement to Partner to sublicense, resell, or otherwise distribute to customers or third parties or for subsequent sublicensing, resale, or other distribution to end users or other distributors.

6. Commissions & Payment

In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.

Commission payments are issued monthly via PayPal, with payment to be generated 30 days after a referral purchase and received up to 60 days after a referral purchase.

Note: You must have a PayPal account to receive compensation through the Partner Program. Additionally, PayPal processing fees will be deducted from the total referral payout. For additional details, please refer to PayPal’s fee policy.

7. Requirements for Payment

Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 3(a)(i-iv) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 4(a)(i-iv), then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.

8. Third-Party Payment Processors

Company may utilize third party payment processors or service providers (collectively, “Payment Processors”) in order to facilitate payments under the Company Partner Program. Partner is solely responsible for providing and maintaining with the Company and the Payment Processor(s), its current contact information and address for receipt of payments under this Agreement. The Company will have no liability for, and will not resend, payments returned due to incorrect payment addresses. Payments due hereunder will be made sixty (60) days after the end of the calendar month in which the corresponding amounts are collected by the Company.

9. Taxes

You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool.

10. Terminations

Either party may terminate this agreement at any time, with or without cause, by providing written notice to the other party. Upon termination, you will no longer be eligible to earn commissions, and any outstanding payments will be processed in accordance with the terms outlined in this agreement.

We reserve the right to terminate your participation in the Color Collective: The Vish Partner Program if we determine, at our sole discretion, that you have violated any of the terms and conditions set forth in this agreement. In such cases, any unpaid commissions may be forfeited.

11. Disclaimers; Limitations of Liability

NEITHER PARTY, NOR ITS RESPECTIVE OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, INSURERS, LICENSORS, AND SERVICE PROVIDERS, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY, WARRANTY, AND NEGLIGENCE, AND WHETHER OR NOT SUCH PERSON WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. COMPANY’S AGGREGATE LIABILITY TO PARTNER UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF PARTNER COMMISSION OWED TO PARTNER WITHIN THE LAST TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE CLAIM(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO THE DEFENSE AND INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS AGREEMENT OR FOR ANY BREACH OF OWNERSHIP OR CONFIDENTIALITY.

Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT EITHER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.