mbfinotti/partnerships-skillsチェック済み
SKILL DETAIL
affiliate-program-terms
mbfinotti/partnerships-skills/affiliate-program-terms
Draft the terms and conditions an affiliate accepts when joining a commission-based program - the affiliate program agreement, with the canonical clause set, prohibited-tactics clauses and enforcement ladder, commission validation, clawback and termination mechanics, and jurisdiction overlays (FTC endorsement rules, EU P2B, UK ASA/CAP, GDPR roles). Output is a clause-complete draft flagged for mandatory legal review, for B2B SaaS and B2C ecommerce alike. Use whenever the user mentions affiliate program terms, an affiliate agreement, prohibited tactics, or a brand-bidding policy, even if they only ask what affiliates must agree to. Do NOT use for reviewing a published post's disclosure label - use mbfinotti/partnerships-skills@affiliate-disclosure-compliance instead.
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Installation
npx skills add https://github.com/mbfinotti/partnerships-skills --skill affiliate-program-terms
スキルファイル
SKILL.md
最終同期 · 2026/10/23
evals/evals.json›
{
"skill_name": "affiliate-program-terms",
"evals": [
{
"id": 1,
"prompt": "We're Trellisway, a Berlin-based SaaS doing workflow automation for logistics teams. Our affiliate signup page goes live on the 3rd of next month, 19 days out, and marketing already built the landing page. Commission is settled: 25% recurring for the first 18 months, $75 payout floor, 45-day validation. Affiliates are mostly US and Germany, customers everywhere. Can you write the terms they click through at signup?",
"expected_output": "An interview-first response that opens with the legal-review statement, treats the near-fixed launch date as deleting the adjudication-heavy brand-bidding positions, and produces a clause-complete draft citing the already-decided commission figures with inline [LEGAL REVIEW] markers.",
"files": [],
"expectations": [
"States before drafting any clause that the output will be a draft for review by qualified counsel and not legal advice.",
"Asks by what date the terms must be live before asking about brand-bidding policy or coupon policy.",
"Treats the 19-day launch date as removing the keyword-whitelist and per-partner-tiering brand-bidding positions from the options offered, rather than presenting all four as available.",
"Cites 25% recurring, the 18-month recurring cap, the $75 threshold and the 45-day validation window as already decided elsewhere.",
"Invents no additional commission rate, tier, or payout threshold figure anywhere in the draft.",
"Marks the EU Platform-to-Business applicability question with [LEGAL REVIEW] instead of asserting that P2B does or does not reach an in-house merchant program.",
"Places each [LEGAL REVIEW: <reason>] marker inline next to the clause it concerns, not pooled in a footer or closing list.",
"Marks the governing-law/arbitration clause, the unilateral-amendment clause, and the trademark-bidding ban with [LEGAL REVIEW].",
"Includes a clause stating what happens to earned-but-unpaid commissions at termination.",
"Includes automatic revocation of the brand-asset licence on any termination, with a fixed asset-destruction window."
]
},
{
"id": 2,
"prompt": "Our current affiliate agreement (Northvane Supply, DTC outdoor gear) has one line covering bad behaviour: \"Affiliates shall not engage in any unethical, inappropriate or abusive marketing practices.\" Legal says that's enough. We just caught two affiliates running popunders and one publishing a code we never issued, and we couldn't do anything about either short of kicking them out. Rewrite that section for me.",
"expected_output": "A rewritten prohibited-tactics section that replaces the catch-all with an enumerated ban list plus a five-rung graduated enforcement ladder, with violations deemed material breach.",
"files": [],
"expectations": [
"States that any practice not explicitly prohibited is implicitly permitted, so a catch-all such as \"unethical or inappropriate\" prohibits nothing.",
"Replaces the catch-all with an enumerated ban list rather than adding qualifiers or severity language to the existing sentence.",
"Enumerates cookie stuffing and forced clicks, naming at least one mechanism such as 0x0 iframes, popunders, or redirects.",
"Enumerates unauthorized discount codes, covering both codes not issued to that affiliate and expired or internal codes.",
"Enumerates typosquatting, brand impersonation, self-referral and incentivized traffic, spam and unsolicited email, misleading claims and fake reviews, and adware or browser-extension injection.",
"Drafts a graduated enforcement ladder in this order: written warning with cure period, voiding of commissions generated through the violating tactic, account suspension pending investigation, termination for cause, recovery of already-paid commissions with reserved damages rights.",
"Does not include a permanent commission-rate reduction as a rung or as any sanction in the ladder.",
"Deems any prohibited-tactics violation a material breach.",
"States which rungs may be skipped for severe violations such as fraud or cookie stuffing, reserving immediate termination contractually rather than leaving it to improvisation.",
"Retains no bare catch-all as the sole prohibition; any residual sweeping language appears only alongside the enumerated list.",
"Pairs the ladder with automatic brand-licence revocation and a pending-commissions clause so enforcement has a clean exit path."
]
},
{
"id": 3,
"prompt": "Quick one. Our affiliate program (Halvard Tools, US only, about 400 affiliates) - I want the terms to say that if we terminate someone, whatever's sitting in their balance stays with us. Pending, approved, doesn't matter. Same if they go quiet: 180 consecutive days with no clicks and the balance is ours. Write me those two clauses.",
"expected_output": "A refusal to draft blanket forfeiture as requested, replaced with a fraud versus non-fraud split, narrow enumerated reversal grounds, and a dormancy clause gated on notice, a reactivation path and counsel review.",
"files": [],
"expectations": [
"Declines to draft blanket forfeiture of all earned commissions on any termination, and states the objection rather than silently softening the wording.",
"Names the tension with US state escheatment law, under which unpaid commissions can become reportable to the state as unclaimed property.",
"States the escheatment dormancy range as roughly one to five years.",
"Proposes a non-fraud branch that pays all validly earned commissions accrued to the termination date on the normal schedule, still subject to the validation window.",
"Proposes a fraud or for-cause branch that forfeits commissions attributable to the violation, and states explicitly whether unrelated earned commissions are still paid.",
"Marks the forfeiture-scope clause with [LEGAL REVIEW].",
"Narrows reversal grounds to an enumerated set such as fraud, product returns, order cancellations, chargebacks and statutory consumer withdrawal, rather than open-ended \"at our discretion\" reversals.",
"Does not draft the 180-day dormancy forfeiture as requested; any dormancy clause offered requires prior notice to the affiliate, a reactivation path, and counsel review.",
"Marks the dormancy clause with [LEGAL REVIEW] and names the same escheatment collision.",
"States that unpaid balances below the minimum payout threshold roll forward rather than being forfeited."
]
},
{
"id": 4,
"prompt": "Ravelin Studio here - we sell an annual design-asset subscription, $390/yr, paid upfront, card only. Affiliates get paid on the 15th of the month after the sale clears. We're setting the clawback window at 60 days, which our finance lead says covers chargebacks fine since cards only go back 60 days anyway. Draft the clawback and reversal section.",
"expected_output": "A clawback section that corrects the 60-day chargeback premise with the real card-network filing limits, keeps clawback authority as a required clause, and adds negative-balance carry-forward as the lead control with the chargeback reserve presented as the conditional upgrade.",
"files": [],
"expectations": [
"Rejects the premise that a 60-day clawback window covers chargeback exposure, rather than drafting to it unchallenged.",
"States 120 days from the transaction as the standard Visa/Mastercard dispute filing limit.",
"States that services-not-received, delayed-delivery and not-as-described reason codes instead run 120 days from the expected delivery date.",
"States the outer cap of 540 days from the transaction for those reason codes.",
"Applies that to this annual subscription: a dispute raised around month 14 is still within the exposure window.",
"Does not recommend stretching the clawback window to cover the full tail, and notes the common SaaS range of 30-90 days is chosen for affiliate trust rather than full coverage.",
"Drafts clawback authority as a required clause because commissions are paid before the transaction is chargeback-safe, on the reasoning that a reversal right with no collection path enforces nothing.",
"Drafts negative-balance carry-forward and presents it as the leading control by value returned per unit of effort.",
"Presents the chargeback reserve as the higher-value, higher-effort control and names the conditions that promote it, such as affiliates paid before the tail closes who then churn out of the program, or a product with a known high chargeback rate.",
"States, for any reserve drafted, the withheld share in a band around 10-15%, the release schedule, the chargeback-rate threshold, and whether the reserve survives termination and for how long.",
"Marks the chargeback reserve clause with [LEGAL REVIEW]."
]
},
{
"id": 5,
"prompt": "Ember & Co (B2C skincare, about $12M/yr). Our biggest affiliate, a review site called Glosslight, says they'll leave unless we let them bid on \"ember co discount\" and a couple of other brand terms. I want a keyword whitelist in the new terms so we can approve terms case by case. Nobody's assigned to run it yet, probably me when I have time. Write the brand-bidding section.",
"expected_output": "The four standard brand-bidding positions presented in an explicit efficiency ordering led by strict prohibition, with the whitelist deleted rather than demoted because no one owns the adjudication, plus a fully enumerated ban and the contractual-enforceability caveat.",
"files": [],
"expectations": [
"Presents the four standard positions in a stated ordering led by strict prohibition, rather than drafting the requested whitelist immediately.",
"States the ordering explicitly rather than implying it by list order, and places the keyword whitelist last on value per unit of effort despite it sitting at the top on value alone.",
"Names the condition that would promote a whitelist: a named partner already driving brand-term volume plus someone owning the adjudication as a standing job.",
"Treats \"nobody's assigned to run it yet\" as grounds to delete the whitelist and per-partner tiering rather than park them at the bottom of the list, on the reasoning that a position nobody enforces is indistinguishable from permission.",
"Covers exact-match marks, misspellings, permutations, character substitutions, and trademark-plus-modifier and trademark-plus-coupon terms in whatever ban is drafted.",
"Requires the brand to be set as a negative keyword.",
"Bans trademark use in ad copy and addresses direct-linking of paid-search traffic.",
"States that the ban is contractual only: search engines will not enforce it and bidding on a mark as a keyword is generally lawful, while trademark use in ad copy is independently actionable.",
"Marks the trademark-bidding clause with [LEGAL REVIEW].",
"Places any cleared keyword list or tier definition in an incorporated policy document rather than the master terms, so a promotion or removal does not run the amendment cycle.",
"States the grounds on which a partner would be refused, and notes that inconsistent enforcement destroys the position."
]
},
{
"id": 6,
"prompt": "We run our program through a network - publishers join via the network, not through our site. I need the affiliate agreement written. Company is Sundermark Coffee, UK-based, sells to consumers in the UK and Ireland, about 90 publishers. Full document please, definitions through governing law.",
"expected_output": "A scoped refusal to write a full standalone master agreement, replaced by the program-specific layer that sits on top of the network's master publisher terms, with the UK labeling and P2B overlays applied.",
"files": [],
"expectations": [
"Establishes that in a network-hosted program the network's master publisher agreement is the governing baseline.",
"Declines to produce a full standalone master agreement from definitions through governing law as requested.",
"Scopes the deliverable to the program-specific layer sitting on top of the network's terms.",
"Names what belongs in that layer: commission terms, validation window, prohibited-tactics additions, and brand rules.",
"Raises the UK ASA/CAP labeling obligation for UK-facing affiliates and states that \"Ad\" is the preferred label.",
"States that ambiguous labels such as \"affiliate\", \"gifted\" or \"spon\" are insufficient.",
"Notes the UK's mirror Platform-to-Business regime and its notice requirements toward business users.",
"Flags CMA/DMCC Act 2024 consumer-protection enforcement exposure, with fines up to 10% of global turnover, as relevant to undisclosed advertising.",
"Invents no commission rate, tier, or payout threshold for the program."
]
},
{
"id": 7,
"prompt": "Two things for our prohibited-tactics rewrite (Palo Verde Home, US ecommerce). First: we have a cashback browser extension partner, Slipstream, driving about 8% of tracked revenue, and our tracking vendor gives us full clickstream logs. We want to keep them. Second: we have maybe 30 coupon sites and half of them post codes we never made. What should the terms say?",
"expected_output": "A permitted-extension clause with a stand-down obligation and stated evidentiary basis (promoted by the material revenue share plus available clickstream evidence), and the restricted coupon position drafted with its four required sentences.",
"files": [],
"expectations": [
"States the ordering for browser extensions: an outright ban ahead of permission with a stand-down obligation, on value per unit of effort.",
"Treats the named material revenue share plus available clickstream evidence as the condition that promotes permission, and drafts the permitted-extension clause rather than the ban.",
"Drafts a stand-down obligation requiring a permitted extension to stand down, not fire, when another affiliate is earlier in the clickstream.",
"States the evidentiary basis: whose clickstream data settles a stand-down dispute.",
"Requires disclosure, a related user action, and a direct transparent user benefit before the extension may attach an affiliate link, code, or cookie, attributing the standard to the Performance Marketing Association's toolbar and software standard.",
"Makes the disclosure and genuine-user-benefit conditions warranties the affiliate gives on each release.",
"Selects the restricted coupon position rather than a full ban or full permission, and states the ordering that puts restriction ahead of both.",
"Drafts that only discount codes issued to that affiliate may be published.",
"Drafts that expired and internal codes void the commission.",
"Routes trademark-plus-coupon search terms to the brand-bidding clause rather than duplicating the rule.",
"States explicitly whether a last-click on a code-page visit earns commission."
]
},
{
"id": 8,
"prompt": "Our DPO wants a straight answer before I send the affiliate terms round: are our affiliates data processors or not? We're Kastellan (B2B SaaS, Amsterdam), affiliates in NL, DE, FR and the US, tracking via our own first-party script. Write the data protection clause and tell me which box they go in.",
"expected_output": "A refusal to give a settled answer on the affiliate's role, all three candidate positions presented unranked with who takes which, the choice pushed into an incorporated DPA and marked [LEGAL REVIEW], plus consent and US state privacy obligations.",
"files": [],
"expectations": [
"Declines to give a single settled answer on the affiliate's role, and states that the allocation is genuinely disputed.",
"States that the advertiser is always a data controller.",
"Presents all three candidate positions for the network or affiliate: processor, joint controller, and independent controller.",
"Notes that different major market participants publicly take different positions, for example a tripartite joint-controller position at one network, an independent-controller position at another, and a processor position for SaaS tracking vendors.",
"Does not rank the three positions by effort, cost, or payoff, and explains that they are competing readings of one legal fact rather than options with different returns.",
"Requires the chosen position to be recorded explicitly in a DPA incorporated by the terms.",
"Marks the data-protection role allocation with [LEGAL REVIEW].",
"Obliges affiliates to honour cookie-consent requirements on their own properties before a tracking cookie is set.",
"Flags US state privacy law opt-out and service-provider contract requirements if California consumers come into scope."
]
},
{
"id": 9,
"prompt": "Draft the disclosure section of our affiliate terms. Chandlerwick Labs, supplement brand, US and UK customers. My view is we keep it light - the FTC endorsement guides are just guidance, there's no fine attached, so a line saying \"affiliates must comply with applicable advertising laws\" does the job. About 60 of our affiliates publish written product reviews.",
"expected_output": "A corrected premise separating the interpretive Endorsement Guides from the penalty-bearing Reviews Rule, a specific clear-and-conspicuous disclosure obligation replacing the generic line, the Reviews Rule bans mirrored into prohibited tactics, and the UK labeling layer.",
"files": [],
"expectations": [
"Corrects the premise: the FTC Endorsement Guides (16 CFR Part 255) are interpretive and carry no independent civil penalty, but the FTC Reviews Rule (16 CFR Part 465) is binding and penalty-bearing.",
"States that the Reviews Rule took effect in October 2024.",
"States that its civil penalties run in the low-$50,000 range per violation and are inflation-adjusted.",
"Notes that the Reviews Rule reaches penalties without any prior Notice of Penalty Offenses, unlike the Endorsement Guides.",
"Rejects \"comply with applicable advertising laws\" as the disclosure clause and drafts a specific obligation in its place.",
"Requires disclosure of the material connection to be clear and conspicuous: difficult to miss, easily understandable, and unavoidable in interactive media.",
"Mirrors the Reviews Rule bans into the prohibited-tactics list: fake or AI-generated reviews, incentivized-sentiment reviews, undisclosed insider reviews, review suppression, and fake indicators of social influence.",
"States that the advertiser is responsible for its affiliates' disclosures and writes in an audit and takedown right.",
"Adds the UK layer: marketing communications must be obviously identifiable as ads, \"Ad\" is the preferred label, and \"affiliate\", \"gifted\" or \"spon\" are insufficient.",
"Names CMA/DMCC Act 2024 exposure with fines up to 10% of global turnover."
]
},
{
"id": 10,
"prompt": "We published our affiliate terms 14 months ago, 1,100 active affiliates, about 300 of them in the EU and UK. Two affiliates started running trademark-plus-coupon ads last week. I want to add a hard brand-bidding ban and a new fake-review clause and have it effective Monday - the current terms already say we can change them at any time without notice. That's fine, right? Write the amendment clause and the new bans.",
"expected_output": "A correction that the existing no-notice amendment clause is unenforceable toward EU/UK business users, a compliant amendment mechanism with 15 days' notice and a right to exit, and the new bans drafted into the right clauses with versioning.",
"files": [],
"expectations": [
"States that an amendment clause permitting change at any time without notice is null and void toward EU/UK business users wherever P2B applies.",
"Requires at least 15 days' notice on a durable medium for EU/UK business users, which rules out the requested Monday effective date.",
"States that the amendment must not be retroactive.",
"Gives affected affiliates an explicit right to terminate instead of accepting the change, before the change takes effect.",
"Pairs electronic notice with continued participation after the notice period as acceptance.",
"Marks the unilateral-amendment clause with [LEGAL REVIEW], including the unsettled question of whether P2B reaches an in-house merchant program.",
"Treats already-published terms with a live affiliate base as pricing each tightening at one amendment cycle plus the affiliates who leave, making reversibility rather than drafting hours the binding constraint.",
"Requires dated versions and a change record rather than a silent in-place edit of the published document.",
"Drafts the trademark-plus-coupon ban inside the brand-bidding clause and the fake-review ban inside the enumerated prohibited-tactics list.",
"Does not treat the existing \"change at any time\" language as sufficient authority to proceed as asked."
]
},
{
"id": 11,
"prompt": "Two jobs. One: write the terms for our customer refer-a-friend program - existing customers get $20 account credit per friend who subscribes, and people are already gaming it with throwaway emails. Two: one of our paid affiliates posted a TikTok yesterday where the #ad sits behind the \"more\" fold - tell me whether that's compliant. Company is Torvel (B2B SaaS, US and UK).",
"expected_output": "Both requests declined as out of scope for a professional-affiliate program agreement, each routed to the correct sibling skill, with the in-scope alternative offered.",
"files": [],
"expectations": [
"Declines both requests as out of scope for a professional-affiliate program agreement rather than drafting either.",
"Routes the customer refer-a-friend terms to the referral-abuse-guardrails skill, naming the distinction that consumer refer-a-friend gaming rules serve a different audience than professional affiliates.",
"States that the referral skill emits its own consumer-facing terms wording, so a refer-a-friend terms request does not belong back here.",
"Routes the TikTok disclosure check to the affiliate-disclosure-compliance skill.",
"States that this skill writes the disclosure obligation into the terms but does not audit already-published content.",
"Does not produce a compliance pass/fail verdict on the TikTok post.",
"Does not fold consumer referral rewards into an affiliate commission clause.",
"Does not invent the referral program's eligibility rules, reward caps, velocity limits, or cooldowns.",
"Offers the in-scope alternative: the professional-affiliate program agreement, if that is what Torvel actually needs."
]
},
{
"id": 12,
"prompt": "Kirnwood runs two things under one roof: a B2B SaaS inventory tool ($240/mo, 20% recurring capped at 24 months) and a DTC store selling the barcode scanners themselves ($89-$450, 8% one-time). The same affiliates promote both. Do I need two separate affiliate agreements? Write whatever's right.",
"expected_output": "One skeleton with both clause sets scoped per product line, an explicit statement of what is identical across the two models, the divergent SaaS and ecommerce clauses drafted separately, and the canonical section order.",
"files": [],
"expectations": [
"Answers that one skeleton serves both models, with each economic clause set scoped to its product line, rather than producing two separate agreements.",
"States explicitly which parts are drafted identically for both: definitions, eligibility, licence, tracking, prohibited tactics, disclosure, IP and confidentiality, data protection, reps and warranties, indemnity, liability, termination, amendment, assignment, governing law, and tax.",
"Defines earned revenue for the SaaS line across upgrade, downgrade, failed charge, refund, and churn.",
"States that the SaaS commission pays on net collected revenue, not bookings.",
"Carries the 24-month recurring cap for the SaaS line and states that a recurring cap does not apply to the one-time ecommerce line.",
"Defines the ecommerce earned amount as order value net of returns, cancellations, taxes, and shipping.",
"Ties ecommerce reversals to the store's actual return and cancellation window, with the validation period at least as long.",
"Adds ecommerce-only clauses: coupon and deal-site last-click policy, product-feed accuracy rules, and restriction of third-party marketplace listings.",
"Splits self-referral treatment: customer self-referral barred on the SaaS side, and self, friends and family purchases excluded on the ecommerce side.",
"Cites the 20%/24-month and 8% figures as given and invents no additional rate or threshold.",
"Delivers the document in the canonical section order, keeping \"Effect of Termination on Pending Commissions\", \"Clawback & Reversal\", and \"Chargeback Reserve & Negative Balances\" as three distinct sections."
]
}
],
"trigger_queries": [
{ "query": "Draft the affiliate program terms our partners accept at signup", "should_trigger": true },
{ "query": "I need an affiliate agreement for our B2B SaaS program", "should_trigger": true },
{ "query": "What do affiliates actually have to agree to when they join?", "should_trigger": true },
{ "query": "Write a prohibited tactics section with an enforcement ladder", "should_trigger": true },
{ "query": "Can you put together the T&Cs for our new partner commission program?", "should_trigger": true },
{ "query": "We need a brand bidding policy in writing", "should_trigger": true },
{ "query": "Our affiliates keep bidding on our trademark, what should the contract say?", "should_trigger": true },
{ "query": "Write the clause about what happens to commissions when we kick someone out", "should_trigger": true },
{ "query": "How do I stop ex-affiliates from still running our logo in their ads?", "should_trigger": true },
{ "query": "Need clickwrap terms for people joining our commission program", "should_trigger": true },
{ "query": "Rewrite our affiliate T&Cs, they're four sentences long", "should_trigger": true },
{ "query": "What clauses am I missing in our affiliate contract?", "should_trigger": true },
{ "query": "Draft the clawback and reversal section for our affiliate program", "should_trigger": true },
{ "query": "We're moving from a network to in-house, write the agreement publishers sign", "should_trigger": true },
{ "query": "Put together the legal wording professional publishers accept to join our commission program", "should_trigger": true },
{ "query": "Terms and conditions for our affiliate scheme please", "should_trigger": true },
{ "query": "Is \"no unethical marketing\" enough to cover bad affiliate behaviour?", "should_trigger": true },
{ "query": "Write the amendment clause for our publisher agreement", "should_trigger": true },
{ "query": "Our affiliate terms say nothing about coupon extensions, fix that", "should_trigger": true },
{ "query": "What should we ban in our affiliate program contract?", "should_trigger": true },
{ "query": "Need a chargeback reserve clause for our affiliate payouts", "should_trigger": true },
{ "query": "Does our affiliate agreement need anything special for EU publishers?", "should_trigger": true },
{ "query": "Write the data protection clause for our affiliate program agreement", "should_trigger": true },
{ "query": "Draft the section on what affiliates must disclose to their audience", "should_trigger": true },
{ "query": "Set up the rules affiliates sign up to, including what gets them terminated", "should_trigger": true },
{ "query": "Affiliate program agreement, B2C ecommerce, US and UK", "should_trigger": true },
{ "query": "Can I just forfeit pending commissions when I terminate an affiliate?", "should_trigger": true },
{ "query": "Our terms don't mention the validation window at all, add it", "should_trigger": true },
{ "query": "What does P2B require in an affiliate agreement?", "should_trigger": true },
{ "query": "Write our affiliate program's enforcement escalation steps", "should_trigger": true },
{ "query": "Need the contract language for banning cookie stuffing", "should_trigger": true },
{ "query": "Publishers are asking what the rules are and I have nothing written down", "should_trigger": true },
{ "query": "Draft a partner program agreement for our SaaS, recurring commission already decided", "should_trigger": true },
{ "query": "Add a typosquatting ban to our publisher terms", "should_trigger": true },
{ "query": "Should our affiliate terms let us change them whenever we want?", "should_trigger": true },
{ "query": "Write the eligibility and approval clause for our affiliate signup", "should_trigger": true },
{ "query": "Legal wants the affiliate contract reviewed, draft it first", "should_trigger": true },
{ "query": "What goes in an affiliate operating agreement?", "should_trigger": true },
{ "query": "Give me the standard clause set for a commission-based partner program", "should_trigger": true },
{ "query": "We need to document what happens when an affiliate breaks the rules", "should_trigger": true },
{ "query": "Our affiliate signup page has no terms behind the checkbox", "should_trigger": true },
{ "query": "Write the trademark licence section for affiliates using our brand assets", "should_trigger": true },
{ "query": "Draft the section covering self-referral and incentivized traffic bans", "should_trigger": true },
{ "query": "Terms for people who promote us for a cut of the sale", "should_trigger": true },
{ "query": "Can you write the agreement that sits behind our \"I agree\" checkbox for publishers?", "should_trigger": true },
{ "query": "Need to add an AI-generated content clause to our affiliate rules", "should_trigger": true },
{ "query": "Draft the clause on tracking, attribution, and whose data wins a dispute", "should_trigger": true },
{ "query": "What should the contract say about browser extension partners?", "should_trigger": true },
{ "query": "Our program goes live in three weeks and we have no paperwork for affiliates", "should_trigger": true },
{ "query": "Write the governing law and dispute section of our publisher agreement", "should_trigger": true },
{ "query": "Add a stand-down obligation for cashback extensions to our program rules", "should_trigger": true },
{ "query": "I need the written policy affiliates accept about discount codes", "should_trigger": true },
{ "query": "Draft the survival clauses for our affiliate contract", "should_trigger": true },
{ "query": "Write the indemnity and limitation of liability sections of our affiliate agreement", "should_trigger": true },
{ "query": "Our terms need something about affiliates listing our products on marketplaces", "should_trigger": true },
{ "query": "What are the rules our commission partners have to sign?", "should_trigger": true },
{ "query": "How much should we pay our affiliates, 15% or 20%?", "should_trigger": false },
{ "query": "Design a tiered commission ladder for our top affiliates", "should_trigger": false },
{ "query": "Should we do lifetime recurring or 12-month recurring commission?", "should_trigger": false },
{ "query": "What cookie window should we set, 30 days or 60?", "should_trigger": false },
{ "query": "Migrate our affiliates onto a new rate card", "should_trigger": false },
{ "query": "Check whether this Instagram caption's #ad placement is compliant", "should_trigger": false },
{ "query": "Review this YouTube script for FTC disclosure problems", "should_trigger": false },
{ "query": "Is \"thanks to @brand for the gift\" enough of a disclosure on this post?", "should_trigger": false },
{ "query": "One of our affiliates' live blog posts buries the disclosure, audit it", "should_trigger": false },
{ "query": "Build the detection rules that flag affiliates sending bot traffic", "should_trigger": false },
{ "query": "This affiliate's conversion rate tripled overnight, how do I investigate?", "should_trigger": false },
{ "query": "Set up traffic quality baselines for our affiliate program", "should_trigger": false },
{ "query": "How do I tell a fraudulent affiliate from a low-incrementality cashback partner?", "should_trigger": false },
{ "query": "Design the welcome email series for newly approved affiliates", "should_trigger": false },
{ "query": "Our approved affiliates never send a first click, build an activation nudge", "should_trigger": false },
{ "query": "Write the asset kit handoff for new partners right after approval", "should_trigger": false },
{ "query": "Audit this month's affiliate payout run before we send the money", "should_trigger": false },
{ "query": "Recompute these commission lines, I think two affiliates were overpaid", "should_trigger": false },
{ "query": "Reconcile our affiliate payouts against the period cutoff", "should_trigger": false },
{ "query": "What metrics belong on our affiliate performance dashboard?", "should_trigger": false },
{ "query": "Define the formula for affiliate program ROI on our reporting", "should_trigger": false },
{ "query": "Set alert thresholds for revenue concentration across our top affiliates", "should_trigger": false },
{ "query": "Write the recruitment email we send to review sites to join our program", "should_trigger": false },
{ "query": "Where do I find good affiliates for a DTC skincare brand?", "should_trigger": false },
{ "query": "Build the follow-up sequence for affiliate prospects who didn't reply", "should_trigger": false },
{ "query": "Set reward caps and cooldowns so customers stop gaming our refer-a-friend", "should_trigger": false },
{ "query": "Our referral code leaked to a coupon forum, what guardrails do we need?", "should_trigger": false },
{ "query": "How big should our refer-a-friend reward be against our LTV?", "should_trigger": false },
{ "query": "Give-X-get-Y or a one-sided reward for our customer referral program?", "should_trigger": false },
{ "query": "Write the deal registration policy between our reps and channel partners", "should_trigger": false },
{ "query": "Two partners are claiming the same account, write the rules of engagement", "should_trigger": false },
{ "query": "Design the tier structure for our reseller program", "should_trigger": false },
{ "query": "Should we launch a channel program at all, or are we not ready?", "should_trigger": false },
{ "query": "Model the unit economics of this one reseller relationship", "should_trigger": false },
{ "query": "Rank these five candidate alliance partners by expected value", "should_trigger": false },
{ "query": "Which partner category should we add next, MSPs or SIs?", "should_trigger": false },
{ "query": "Map our whole partner landscape and find the coverage gaps", "should_trigger": false },
{ "query": "Sequence the certification tracks for our channel partners", "should_trigger": false },
{ "query": "Is listing on AWS Marketplace worth it for us?", "should_trigger": false },
{ "query": "Build a QBR structure for reviewing one underperforming partner", "should_trigger": false },
{ "query": "Plan a joint webinar launch with our integration partner", "should_trigger": false },
{ "query": "Write the creative brief for the creator we just signed", "should_trigger": false },
{ "query": "Shortlist creators by audience fit and brand safety", "should_trigger": false },
{ "query": "What KPIs should we set before this creator campaign launches?", "should_trigger": false },
{ "query": "Prep me to negotiate usage rights and exclusivity with a creator's manager", "should_trigger": false },
{ "query": "Write the DM pitching a collab to this podcaster", "should_trigger": false },
{ "query": "How do I break into partnerships from a sales role?", "should_trigger": false },
{ "query": "Write the job description for a partner manager hire", "should_trigger": false },
{ "query": "Which partnerships skill do I need for this project?", "should_trigger": false },
{ "query": "Review this SaaS master services agreement for risky clauses", "should_trigger": false },
{ "query": "Write a privacy policy for our website", "should_trigger": false },
{ "query": "Draft an employment contract for our first UK hire", "should_trigger": false },
{ "query": "Generate our website's terms of service", "should_trigger": false },
{ "query": "Do a legal risk assessment on our new product launch", "should_trigger": false },
{ "query": "Draft an NDA for a vendor conversation", "should_trigger": false },
{ "query": "Write the reseller agreement our VARs sign", "should_trigger": false }
]
}
references/b2b-vs-b2c-contrast.md›
# B2B SaaS vs B2C Ecommerce
The two models diverge on economics and channel rules, not structure. The canonical clause skeleton - definitions, eligibility, licence, tracking, prohibited tactics, disclosure, IP/confidentiality, data protection, reps, indemnity, liability, termination, amendment, assignment, governing law, tax - is drafted identically for both. Say so to the user; then tailor only the clauses below.
## Side-by-side divergences
| Dimension | B2B SaaS | B2C ecommerce |
| ------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------- |
| Commission form | Recurring share of subscription revenue (fixed window or lifetime), sometimes one-time bounty | One-time share of order value |
| Earned-revenue definition | Must cover renewals, upgrades, downgrades, failed charges, refunds, churn | Order value net of returns, cancellations, taxes, shipping |
| Clawback trigger | Refund, early churn, non-payment/chargeback within the window | Product returns and order cancellations |
| Recurring cap | Needed: how long recurring commission keeps paying (n months, lifetime, uncapped) | Not applicable |
| Channel clauses | Deal registration; channel-conflict rules vs direct sales; minimum contract value | Coupon-site last-click policy; product-feed rules; MAP compliance |
| Self-referral | Customer self-referral barred | Self, friends, and family purchases excluded |
| Marketplace rules | Generally none | Third-party marketplace listing restrictions |
Rates themselves are out of scope - they come from the commission-structure skill referenced in SKILL.md; the terms cite the decided numbers.
## SaaS-only clauses to add
- Define "earned revenue" across the full subscription lifecycle: what happens to the commission on upgrade, downgrade, failed charge, refund, and churn. Ambiguity here is the top SaaS payment dispute.
- Pay on net collected revenue, not bookings - a booked-then-churned deal should never pay out.
- State the recurring-commission duration and its cap explicitly; lifetime models need churn-adjusted clawback logic spelled out.
- Add deal registration and channel-conflict language when a direct sales team coexists with affiliates: who owns a lead touched by both, and for how long a registration holds.
## Ecommerce-only clauses to add
- Tie reversals to the merchant's actual return/cancellation window; the validation period must be at least as long.
- Set the coupon/deal-site policy: whether coupon sites may earn on last-click, whether unissued or expired codes void the commission, and whether "coupon" trademark-plus terms are banned (cross-cutting with the prohibited-tactics list).
- Add product-feed rules (accuracy, update cadence, no price manipulation) and MAP compliance where a minimum advertised price policy exists.
- Restrict or ban third-party marketplace listings and, where relevant, offline/printed and email placement of affiliate links.
## What works the same - say it explicitly
- The legal-review process, disclosure obligation, prohibited-tactics ladder, amendment mechanics, and jurisdiction overlays apply identically to both models.
- The pending-commissions-at-termination split (fraud forfeits, non-fraud pays accrued) is model-independent.
- A program serving both models (SaaS product with an ecommerce add-on) uses one skeleton with both clause sets, each scoped to its product line.
references/clause-library.md›
# Canonical Clause Library
The clause skeleton below recurs across real published agreements from major SaaS vendors, ecommerce marketplaces, and affiliate networks. It is the same for B2B SaaS and B2C ecommerce; only the economic clauses diverge, and workflow step 4 loads the B2B/B2C contrast alongside this file for exactly that reason. Draft every clause or mark it "intentionally omitted - <reason>".
## Acceptance mechanics
- Draft as clickwrap: a standard acceptance clause incorporating the agreement by reference when the affiliate clicks "I agree" at signup. No wet signatures, no negotiation.
- Expect no redlining; these are contracts of adhesion. Optionally allow named high-value partners to redline specific clauses via a side letter.
- Bind amendments through "continued participation equals acceptance", paired with the notice mechanics in the Amendment clause below.
## The clauses
| Clause | What it typically says | Variations & drafting cautions |
| -------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| Definitions | Defines Affiliate, Merchant/Company, Qualifying Purchase/Transaction, Affiliate Link, Commission, Net Revenue, cookie/attribution terms | SaaS adds Customer Transaction, Subscription; define Net Revenue precisely - it drives every payment dispute |
| Eligibility & approval | Participation subject to written acceptance; company may reject or revoke at any time | Manual vs auto-approval; site-quality review; prohibited content categories; geography; age; tax documentation (W-9/W-8BEN); one-account rules; activity minimums |
| Licence to brand assets | Limited, non-exclusive, revocable licence to approved creatives only; no modification; no use in domain names or social handles | Auto-terminate the licence on any termination, with asset destruction within ~5 business days - the most commonly missing sub-clause |
| Commission & payment | Rate, triggering event, Net Revenue basis, minimum payout threshold, method, schedule | Cite the rate structure decided elsewhere; never invent numbers here. One-time vs recurring; percentage vs flat |
| Tracking & attribution | Tracking method, cookie/attribution window, last-click default, discrepancy resolution | Last-click dominates; state whose tracking data is authoritative - unlocked attribution methodology is a top affiliate complaint |
| Prohibited tactics & enforcement | Enumerated bans plus a graduated enforcement ladder | Drafted in full at workflow step 5; never a bare catch-all |
| Disclosure obligations | Affiliate must clearly and conspicuously disclose the material connection in every promotion | US: FTC-compliant; UK: "Ad" label per ASA/CAP. Some programs mandate an exact phrase. Writing the obligation is this document's job; auditing content is not |
| IP & confidentiality | Protects non-public program data, rates, customer data | Confidentiality commonly survives termination for a fixed period (multi-year at major networks) |
| Data protection | Allocates privacy-law roles; incorporates a DPA | Contested territory: the advertiser is always a controller, but processor vs joint controller vs independent controller for the network/affiliate is genuinely disputed. Pick a position deliberately and record it in the DPA; always `[LEGAL REVIEW]` |
| Representations & warranties | Affiliate warrants legal compliance, site ownership, no IP infringement | Keep symmetric where possible; one-sided reps read as adhesive overreach |
| Indemnity | Affiliate indemnifies company for affiliate conduct and content | Often one-sided toward the company; consider company indemnity for product claims |
| Limitation of liability | Caps company exposure, often to fees paid | Near-universal; `[LEGAL REVIEW]` the cap level and carve-outs |
| Term & termination | For-cause (immediate) and for-convenience (typically 30 days' notice); at-will near-universal | EU/UK business users: 30-day notice plus statement of reasons under P2B |
| Effect of termination on pending commissions | States what happens to earned-but-unpaid commissions | The single most commonly missing clause; split fraud (forfeit) from non-fraud (pay accrued) |
| Clawback & reversal | Reverses commissions on returns, cancellations, chargebacks, fraud | Bounded by the validation/locking window during which a commission may still be approved, declined, or reversed; cite whatever duration the commission structure already set |
| Amendment | Company may amend; notice by electronic means; continued participation is acceptance | EU/UK: 15-day minimum notice, non-retroactive, affiliate may terminate instead of accepting |
| Assignment | Affiliate may not assign without consent; binding on successors | Some programs bar assignment "by operation of law or otherwise" without approval |
| Governing law & disputes | Company's home jurisdiction; arbitration common | Mandatory arbitration is frequent but jurisdiction-sensitive; always `[LEGAL REVIEW]` |
| Tax & independent-contractor status | No employment relationship; affiliate bears own taxes; tax forms required | Pair with the eligibility clause's tax-documentation requirement |
## Ownership and baseline
- In-house/SaaS-hosted program: the company drafts its own full agreement; the program manager owns it operationally, counsel holds final sign-off, finance reviews payment and clawback terms.
- Network-hosted program: the network's master publisher agreement governs; draft only the program-specific layer (commission terms, validation window, prohibited-tactics additions, brand rules) that sits on top.
- Marketplace-style programs impose a single non-negotiable operating agreement plus incorporated policy documents - incorporation by reference lets policies update without amending the master.
references/jurisdiction-and-compliance.md›
# Jurisdiction & Compliance Overlay
The core skeleton is universal: definitions, licence, commission and tracking, prohibited tactics, clawback, termination read the same everywhere. What follows is the jurisdiction-specific layer, applied per the interview's geography answers. Regulations change and penalty figures are inflation-adjusted - treat every figure as an "as-of drafting" baseline the user must re-verify, and say so in the delivered draft.
## United States
- **FTC Endorsement Guides, 16 CFR Part 255 (revised 2023).** Disclosures of material connections must be "clear and conspicuous" - difficult to miss, easily understandable, unavoidable in interactive media. Interpretive guidance, no independent civil penalty, but it defines the disclosure obligation the terms must impose on every affiliate. The advertiser is responsible for its affiliates' disclosures, so write in an audit/takedown right.
- **FTC Reviews Rule, 16 CFR Part 465 (effective October 2024).** Binding and penalty-bearing (civil penalties in the low-$50k range per violation, inflation-adjusted). Bans fake/AI-generated reviews, incentivized-sentiment reviews, undisclosed insider reviews, review suppression, fake social-influence indicators. Directly reaches affiliates who publish reviews - mirror these bans in the prohibited-tactics list.
- **Affiliate-nexus ("Amazon law") history.** State click-through-nexus statutes once forced merchants to terminate affiliates by state; _South Dakota v. Wayfair_ (2018) largely mooted the rationale, but affiliate nexus remains on the books in some states. A state-based eligibility restriction is now rarely needed - flag for counsel only if the user raises sales-tax concerns.
- **Escheatment.** Unpaid commissions can be reportable to the state as unclaimed property after a 1–5 year dormancy period - the legal limit on forfeiture clauses. `[LEGAL REVIEW]`
## European Union - Platform-to-Business Regulation (EU) 2019/1150
Applies to online intermediation services connecting business users to EU consumers, regardless of where the provider sits. Affiliate networks are the strong case; whether a merchant's in-house program qualifies is a counsel question - mark it `[LEGAL REVIEW]` rather than assuming either way.
Two Art. 2(2) limbs decide it, and Recital 11 excludes advertising tools that meet neither: the service must be **provided with the aim of facilitating direct transactions between business users and consumers**, and there must be a **contractual relationship with consumers**. A program where the affiliate merely places links and the purchase happens on the merchant's own site looks like the excluded advertising tool; a platform that hosts ranked offers and is where the consumer initiates the purchase looks covered. A B2B-only program - business users selling to businesses, not consumers - falls outside the scope threshold regardless.
When it applies, terms toward EU/UK business users must have:
- Plain and intelligible language, easily available at all stages including pre-contract.
- Amendments: at least 15 days' notice on a durable medium, never retroactive, with a right to terminate instead of accepting.
- Grounds for restriction, suspension, and termination stated in the terms themselves.
- Termination: at least 30 days' notice plus a statement of reasons.
- For non-small providers: an internal complaint-handling system and at least two designated mediators.
Terms breaching these requirements are null and void. The UK retains a mirror P2B regime post-Brexit. No US equivalent exists - this is the sharpest jurisdictional divergence in the genre.
## United Kingdom
- **ASA/CAP Code.** Marketing communications must be "obviously identifiable" as ads; affiliate marketing falls within the ASA's remit. Ambiguous labels - "affiliate", "gifted", "spon" - are insufficient; "Ad" is the preferred label. Write the labeling obligation into the disclosure clause for UK-facing affiliates.
- **CMA / DMCC Act 2024.** The competition regulator now holds direct consumer-protection enforcement powers with fines up to 10% of global turnover - undisclosed advertising and fake reviews are enforcement priorities.
## GDPR / privacy roles (genuinely contested)
- Consensus: the advertiser is always a data controller.
- Disputed: the network/affiliate role.
- One major network publicly takes a tripartite joint-controller position.
- Another positions itself as an independent controller.
- SaaS tracking vendors position as processors.
There is no settled answer - pick a position deliberately, document it in the DPA, and mark it `[LEGAL REVIEW]`.
- Independent of role allocation, ePrivacy/GDPR require cookie consent before a tracking cookie is set - the terms should oblige affiliates to honor consent requirements on their own properties.
- US state privacy laws (CCPA/CPRA and successors) add opt-out and service-provider contract requirements when California consumers are in scope.
## What is universal vs jurisdiction-specific
Nothing in this overlay is a menu. Every obligation below is a gate for the geographies the interview surfaced - drafted, or the document is not deliverable - so none of it is ranked, traded against effort, or dropped because a cheaper option exists. The table classifies obligations by where they apply, not by which to do first.
| Universal | Jurisdiction-specific |
| ---------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- |
| Definitions, licence, commission/tracking, prohibited tactics, clawback, termination structure | Amendment and termination notice periods + statement of reasons (EU/UK P2B) |
| Disclosure obligation existing at all | Exact disclosure standard and label (FTC "clear and conspicuous" vs ASA "Ad") |
| Data-protection clause existing at all | Role allocation, DPA contents, consent mechanics |
| Enforcement ladder | Penalty exposure backing the review/fake-content bans (FTC Reviews Rule, CMA fines) |
references/orked-examples.md›
references/prohibited-tactics.md›
# Prohibited Tactics & Enforcement Ladder
The operating principle, from practitioner Geno Prussakov (AM Navigator; author of _Affiliate Program Management: An Hour a Day_): "any practices that you do not explicitly prohibit are, implicitly, permitted" (https://www.amnavigator.com/blog/2019/03/27/affiliate-program-agreement-terms-conditions/). Enumerate every ban; a catch-all like "no unethical marketing" prohibits nothing.
This section is the most litigated and most operationally enforced part of the agreement - cookie stuffing has been prosecuted as federal wire fraud, and major networks terminated a top browser extension in 2026 for attribution manipulation. Drafting it precisely is what makes enforcement possible; detecting violations is a separate operational job (see the fraud-detection skill in SKILL.md's Reference).
## The ban list
The list is not a menu. Under the enumerate-or-permit principle, every tactic left off is permitted - draft all of them, minus only the ones physically impossible for the program (no marketplace clause where nothing is sold on marketplaces). Three entries are program positions rather than bans: brand-keyword bidding, coupon/deal sites, and browser extensions. Those three are ranked in SKILL.md's Interview, where the user picks them; this file drafts whichever was picked.
- **Trademark / brand-keyword bidding.** Four standard policy positions cover most programs, in the Interview's ranked order: strict prohibition, trademark-only prohibition with modifier allowance, tiered allowance by partner, keyword whitelist.
Whichever position is chosen, the ban itself covers:
- Exact-match marks, misspellings, permutations, trademark-plus-modifier and trademark-plus-coupon terms.
- The brand as a required negative keyword.
- Trademark use in ad copy and direct-linking of paid-search traffic.
Established wording pattern: "strictly prohibited from bidding on [Brand] trademarked terms using Broad, Phrase, or Exact match types... all possible permutations, combinations, misspellings, and character substitutions." For TM+ terms, a published industry approach is to state publicly that TM+ bidding is not allowed, then whitelist one or two trusted affiliates.
Contested: the ban is contractual only - search engines will not enforce it, and keyword bidding is generally lawful; only trademark use in ad copy is independently actionable. `[LEGAL REVIEW]`
- **Typosquatting.** Registering misspelled brand domains to capture type-in traffic - both trademark infringement/cybersquatting and a cookie-stuffing vector.
- **Cookie stuffing and forced clicks.** Setting tracking cookies without a genuine click (0x0 iframes, popunders, redirects). Criminal exposure exists: US DOJ prosecuted cookie-stuffing schemes as wire-fraud conspiracies.
- **Adware and browser-extension injection.** Software injecting affiliate cookies during normal browsing.
- **Extension "stand-down" violations.** Require any permitted browser extension to stand down - not fire - when another affiliate is earlier in the clickstream. The Performance Marketing Association's proposed Toolbar and Software Industry Standard requires disclosure, a related user action, and a direct transparent user benefit before an extension may attach an affiliate link, code, or cookie.
- **Unauthorized discount codes.** Publishing codes not issued to that affiliate, or expired/internal codes.
- **Spam and unsolicited email.** Some programs also ban affiliate links in email entirely, and in offline/printed material.
- **Misleading claims and fake reviews.** Fabricated results, fake or AI-generated reviews, undisclosed insider reviews - in the US these now carry direct civil-penalty exposure under the FTC Reviews Rule (16 CFR Part 465, effective October 2024), which unlike the Endorsement Guides is penalty-bearing without any prior Notice of Penalty Offenses.
- **Brand impersonation.** No presenting as "[Brand] Official", "[Brand] Support", or "[Brand] Sales" in handles, ads, or domains.
- **Self-referral and incentivized traffic.** Bar commissions on the affiliate's own purchases and, commonly, friends/family; bar undisclosed incentives that manufacture referrals; bar claiming commission twice on the same traffic through multiple programs.
- **Unauthorized marketplace listings.** Ecommerce programs: no listing the merchant's products on third-party marketplaces.
- **AI-generated spam content.** A newer clause - mass low-quality AI content around affiliate links; industry guides now carry dedicated AI-usage and content-integrity sections.
## Drafting the three program positions
The Interview settles which position; these are the words each one needs.
- **Brand bidding.** Wording depends on the position chosen:
- Strict prohibition: one clause covering permutations, misspellings and character substitutions, plus a negative-keyword obligation and a ban on the mark in ad copy.
- Modifier allowance: enumerate the permitted modifier set as explicitly as the banned one, or the allowance swallows the ban.
- Tiering or whitelist: name the tiers or the cleared keyword list in an incorporated policy document rather than in the master terms, so a promotion or removal does not run the amendment cycle - and state the grounds for refusing a partner, which P2B requires and which inconsistent enforcement otherwise destroys.
- **Coupon/deal sites.** The restricted position - the one leading the Interview's ordering - needs four sentences:
- Only codes issued to that affiliate may be published.
- Expired and internal codes void the commission.
- Trademark-plus-coupon terms fall under the brand-bidding clause.
- Last-click on a code-page visit earns or does not earn (say which).
A full ban is one sentence; permitting fully is silence, which is the same thing under the enumerate-or-permit principle.
- **Browser extensions.** A ban is one sentence naming injection, cookie-dropping and click-forcing software. Permission needs the stand-down obligation above, plus a stated evidentiary basis - whose clickstream data settles a stand-down dispute - and the disclosure and genuine-user-benefit conditions as warranties the affiliate makes on each release.
## The enforcement ladder
The rungs below are a sequence, not a menu, and are deliberately left unranked: you do not pick two of five, and the escalation order is what makes for-cause termination and recovery defensible afterwards. Ranking them by payoff per unit of effort would sit against that sequence and buy nothing.
Draft a graduated, explicit ladder so every response short of termination has contractual footing:
1. Written warning with cure period.
2. Voiding of commissions generated through the violating tactic.
3. Account suspension pending investigation.
4. Termination for cause (immediate, no notice-period benefit).
5. Recovery of already-paid commissions attributable to the violation, plus reserved damages rights.
- Deem any prohibited-tactics violation a material breach - this is what unlocks for-cause termination and recovery.
- State which rungs may be skipped for severe violations (fraud, cookie stuffing) - jumping straight to termination must be contractually reserved, not improvised.
- Deleted rung, not a demoted one: permanent commission-rate cuts. A contested practitioner point makes the case - a rate cut neither stops nor removes the violator, so it buys the appearance of a response and leaves the tactic running. Do not carry it at the bottom of the ladder where it reappears as the easy option.
- Pair the ladder with the automatic brand-licence revocation and pending-commission clauses so enforcement has a clean exit path; workflow step 6 drafts both immediately after this section.
references/termination-and-payment-mechanics.md›
# Termination & Payment Mechanics
The lifecycle and exit clauses generate more disputes than any other part of the agreement. If the terms do not explicitly address what happens to earned commissions at termination, expect a dispute every time - including small-claims filings over tiny balances.
## The commission lifecycle
Draft the pipeline explicitly, stage by stage:
```
referred transaction → PENDING commission
→ validation / locking window (merchant approves, declines, or reverses)
→ CLEARED → held until minimum payout threshold met
→ PAID → still reversible inside the clawback window
```
- Set a validation/locking window during which each commission can be approved, declined, or reversed. Real network reference points: a 75-day validation period at one major network; fixed monthly locking dates at another.
- Set the clawback window knowing it cannot fully cover chargeback exposure. 120 days from the transaction is the standard Visa/Mastercard filing limit. Services-not-received, delayed-delivery and not-as-described codes instead run 120 days from the _expected delivery date_, capped at **540 days** from the transaction - so an annual subscription disputed in month 14 is still in play.
- The common SaaS range is 30–90 days, chosen for affiliate trust rather than full coverage; carry the uncovered tail in the reserve and negative-balance clauses below, not by stretching the window. A 30–60 day hold on an affiliate's first commissions is a recognized defensive pattern.
- Enumerate reversal grounds narrowly: fraud, product returns, order cancellations, chargebacks, statutory consumer withdrawal. Avoid open-ended "at our discretion" reversals - unexplained reversals are the top affiliate complaint.
- State the minimum payout threshold, payment method, and schedule; unpaid sub-threshold balances roll forward, they are not forfeited.
Window lengths are deliberately unranked here. Validation, clawback and first-commission-hold durations are commission mechanics decided by the commission-structure skill, and a duration on a continuum has no menu to order - putting 30 days ahead of 90 would be precision this skill cannot carry. The terms cite whatever was decided.
## Chargeback reserve and negative balances
Because the clawback window closes long before chargeback exposure does, protection has to keep working after it expires.
**Clawback authority is the gate, not a ranked option.** Draft it wherever commissions are paid before the transaction is chargeback-safe: an express right to reverse a paid commission when the underlying transaction is refunded, cancelled, charged back, or found fraudulent, tied to the enumerated grounds above and never to open discretion. Without it there is no reversal right to collect on, so nothing below it matters.
The two controls that make that right collectable are a real choice, ranked by what each recovers per unit of drafting, ongoing reconciliation and affiliate goodwill:
- efficiency: negative-balance carry-forward > chargeback reserve
- effort: chargeback reserve (a week to set the share, the release schedule, the rate threshold and the termination treatment, then a standing job reconciling releases, plus a recruiting conversation with every affiliate who reads the clause) > negative-balance carry-forward (near-zero - one sentence, self-executing against future payouts)
- value: chargeback reserve (cash actually held against the long tail, and the only thing collectable from an affiliate who stops earning) > negative-balance carry-forward (collects only from affiliates who keep earning, which is most of them but not the ones who leave after a bad month)
- compliance cost: chargeback reserve (withheld money is an earned-but-unpaid commission, so it inherits the escheatment question and needs its termination treatment cleared before publication; releasing it late is the next dispute) > negative-balance carry-forward (an offset against future earnings, cleared once)
Lead with the carry-forward: it costs a sentence and covers every affiliate still active, which is where most reversals land. The reserve is what this order starves - top of the value axis, bottom of the ratio.
Promote it when:
- Affiliates are paid before the chargeback tail closes and a material share churn out of the program after being paid.
- The product's chargeback rate is already known to be high.
- The sibling fraud skill's audit flags the uncovered tail as a blocking finding.
Delete it where every commission clears only after the merchant's own refund window closes: there is no tail to reserve against, and withheld money costs recruiting for nothing.
Drafting the reserve: withhold a stated share of commissions (10–15% is the common band), released on a stated schedule (quarterly is typical) while the affiliate's chargeback rate stays below a named threshold. State the percentage, the release schedule, the threshold, and - explicitly - whether the reserve survives termination and for how long, or it becomes the next dispute. `[LEGAL REVIEW]`
## Termination
- **For convenience**: at-will termination by either party is near-universal; 30 days' notice is typical. EU/UK business users require 30 days plus a statement of reasons wherever P2B applies - workflow step 7 layers that jurisdiction overlay and settles the in-scope question.
- **For cause**: immediate, tied to material breach - which is why the prohibited-tactics clause must deem violations material breaches.
- **Survival**: keep confidentiality (commonly multi-year), indemnity, IP restrictions, and payment/clawback mechanics alive after termination; list survived clauses by name.
## Pending commissions at termination
The single most commonly omitted clause. Draft the split explicitly:
- Non-fraud termination (convenience, program shutdown, quality): pay all validly earned commissions accrued to the termination date, on the normal schedule, still subject to the validation window.
- Fraud/for-cause termination: forfeit commissions attributable to the violation; state whether unrelated earned commissions are still paid. `[LEGAL REVIEW]`
- Blanket forfeiture of all earned commissions on any termination is legally contested and sits in tension with US state escheatment law (unpaid commissions can be reportable to the state after a 1–5 year dormancy period). Prefer narrow reversals; take counsel advice before any forfeiture broader than fraud. `[LEGAL REVIEW]`
## Dormancy and small balances
- Dormancy forfeiture clauses exist in the wild (e.g. full-balance forfeiture after 180 consecutive days of inactivity at one large publisher program) but collide with the same escheatment concern.
- If the user wants one: require prior notice to the affiliate, a reactivation path, and counsel review. `[LEGAL REVIEW]`
## Brand-licence revocation
- Revoke the trademark/creative licence automatically on any termination - no separate notice step.
- Require destruction or removal of brand assets within a short fixed window (~5 business days) and cessation of all use in domains, handles, and ads.
## Amendment
- Notify changes by electronic means (email or in-dashboard).
- Continued participation after the notice period constitutes acceptance.
- The affiliate's alternative is termination.
- EU/UK business users: at least 15 days' notice on a durable medium, never retroactive, with an explicit right to terminate before the change takes effect. Non-compliant amendment clauses are null and void there.
- Version the document: dated versions and a change record - frequent amendment is normal in this genre, silent amendment is the failure mode.
references/worked-examples.md›
# Worked Examples
Real published agreements decomposed by section, one worked output outline, and one negative example. Vendor names appear here only as sourced structural examples - never as required tools.
## Real published agreements, decomposed
- **Shopify Partner Program Agreement** (B2B SaaS - shopify.com/partners/terms)
- Part A applies to all partners: Definitions, Partner Responsibilities (including a duty to disclose), Fees and Payments, Termination, IP Rights, Confidentiality, Warranty Disclaimer, Liability/Indemnification, General.
- Part B is referral/affiliate-specific: FTC Guidelines, Revenue Sharing, Responsibilities, Prohibited Activities.
- Lesson: layer a universal part plus a role-specific part when one program covers several partner types.
- **HubSpot Affiliate Program Agreement** (B2B SaaS - legal.hubspot.com/affiliate-program-agreement)
- Clause order: Definitions, Non-Exclusivity, Affiliate Acceptance, Customer Transactions, Trademarks, Proprietary Rights, Confidentiality, Term and Termination, Reps and Warranties, Indemnification, Disclaimers/Limitations, General.
- Its amendment clause notifies by electronic means and offers termination to affiliates who reject an update.
- Lesson: notice + exit is the model amendment mechanism.
- **Amazon Associates Operating Agreement** (B2C ecommerce - affiliate-program.amazon.com)
- A master agreement plus incorporated Program Policies, Participation Requirements, and IP License, with per-jurisdiction schedules.
- It mandates an exact disclosure phrase and deems any policy violation a material breach.
- Lesson: incorporation by reference lets operational policies update without amending the master; jurisdiction schedules localize governing law and tax.
- **Awin Publisher Terms** (network - awin.com/us/publisher-terms)
- The network's master publisher terms govern; each advertiser's Program Terms sit on top and may change on short notice.
- Data-protection annexes per regime; a separate publisher Code of Conduct adds a governance layer.
- Lesson: in a network-hosted program, draft only the program layer - the master terms are not yours to write.
## Worked output outline
B2B SaaS, in-house program, US + EU affiliates, recurring commission decided elsewhere:
```
AFFILIATE PROGRAM TERMS - <Company> (DRAFT FOR LEGAL REVIEW - NOT LEGAL ADVICE)
1. Definitions (Affiliate, Customer Transaction, Net Collected Revenue, Commission, Link)
2. Eligibility & Approval - manual review; tax forms; one account; content standards
3. Brand Licence - approved creatives only; auto-revoked on termination; 5-day destruction
4. Commission & Payment - cites the decided structure: rate, 12-month recurring window,
$X threshold; paid on net collected revenue
5. Tracking & Attribution - last-click; 30-day cookie; company data authoritative
6. Prohibited Tactics - enumerated list per program decisions; enforcement ladder
[LEGAL REVIEW: trademark-bidding ban - contractual enforceability]
7. Disclosure - clear and conspicuous per FTC; "Ad" label for UK-facing content
8. IP & Confidentiality - survives 3 years
9. Data Protection - DPA incorporated [LEGAL REVIEW: controller/processor allocation]
10. Reps & Warranties 11. Indemnity 12. Limitation of Liability [LEGAL REVIEW: cap]
13. Term & Termination - 30-day convenience; immediate for cause;
EU affiliates: statement of reasons [LEGAL REVIEW: P2B applicability to in-house program]
14. Pending Commissions at Termination - non-fraud: paid as accrued; fraud: forfeited
[LEGAL REVIEW: forfeiture scope vs escheatment]
15. Clawback & Reversal - 60-day validation; reversal grounds: fraud, refund, chargeback, churn <30 days
16. Amendment - email notice; 15 days for EU affiliates; continued participation = acceptance
17. Assignment 18. Governing Law & Disputes [LEGAL REVIEW: arbitration] 19. Tax & Contractor Status
DELIVERY NOTE: draft for qualified counsel - retain every [LEGAL REVIEW] marker until cleared.
```
## Negative example - do not draft this
> "Company may terminate any Affiliate at any time for any reason. Upon termination, all commissions, whether pending or earned, are forfeited. Company may modify these Terms at any time without notice. Affiliates shall not engage in any unethical or inappropriate marketing practices."
Why every sentence fails:
- Blanket forfeiture of earned commissions is legally contested, collides with escheatment law, and invites disputes on every termination - no fraud/non-fraud split.
- No-notice unilateral amendment is null and void toward EU/UK business users under P2B, and destroys trust everywhere else.
- "Unethical or inappropriate" prohibits nothing under the enumerate-or-permit principle - no listed tactics, no enforcement ladder, no material-breach hook for for-cause termination.
- Termination "for any reason" with no notice period fails the P2B 30-day/statement-of-reasons requirement for EU/UK business users.
- Nothing revokes the brand licence or addresses assets, so an ex-affiliate can keep running ads with the company's marks.
SKILL.md›
---
name: affiliate-program-terms
description: Draft the terms and conditions an affiliate accepts when joining a commission-based program - the affiliate program agreement, with the canonical clause set, prohibited-tactics clauses and enforcement ladder, commission validation, clawback and termination mechanics, and jurisdiction overlays (FTC endorsement rules, EU P2B, UK ASA/CAP, GDPR roles). Output is a clause-complete draft flagged for mandatory legal review, for B2B SaaS and B2C ecommerce alike. Use whenever the user mentions affiliate program terms, an affiliate agreement, prohibited tactics, or a brand-bidding policy, even if they only ask what affiliates must agree to. Do NOT use for reviewing a published post's disclosure label - use mbfinotti/partnerships-skills@affiliate-disclosure-compliance instead.
license: MIT
metadata:
author: Maya-Beth Finotti
version: "1.3.5"
---
# Affiliate Program Terms
Draft the terms and conditions an affiliate accepts when joining a commission-based program. No single canonical "how to draft affiliate terms" framework exists - the Performance Marketing Association's Retailer Affiliate Agreements Guide is the closest thing to an industry checklist, and the clause set itself is highly standardized across real published agreements. The governing drafting principle is Geno Prussakov's: "any practices that you do not explicitly prohibit are, implicitly, permitted" - this document earns its keep by enumerating, never by catch-alls.
These agreements are near-universally non-negotiated clickwrap contracts of adhesion, accepted by conduct and amended under "continued participation equals acceptance". They bind real people from the moment of signup, which is why legal review below is a workflow step, not a footnote.
## Legal Review Is a Step, Not a Footnote
The produced document is a draft for legal review - never legal advice, never a finished contract.
1. State before drafting anything: "This will be a draft for review by qualified counsel, not legal advice. Program terms are legally binding."
2. Mark each clause needing specific counsel attention inline with `[LEGAL REVIEW: <reason>]`, placed next to the clause - never pooled in a footer.
3. Always mark these clauses:
- Governing law/arbitration.
- Forfeiture of earned commissions.
- GDPR role allocation.
- Trademark-bidding ban.
- Unilateral amendment.
- Indemnity and liability caps.
- Tax/contractor status.
4. Repeat the disclaimer with the delivered artifact, plus an instruction to keep every inline marker until counsel clears it.
Counsel sign-off, the canonical clause skeleton, and every jurisdiction obligation the interview surfaces - FTC disclosure, P2B notice and statement of reasons, ASA labeling - are gates, not menu items. They are drafted or the document is not deliverable, so they never enter an efficiency ordering and are never traded against effort. Only the genuinely optional policy positions get ranked, and each ranking sits at the point where that position is chosen.
## Interview
Ask before drafting, following these rules:
- One question per message.
- Offer multiple-choice answers.
- Skip anything the user already answered.
Ask the first three before anything else - they re-rank every policy position below, and asking them after the user has picked one is too late.
- By what date must the terms be live: a signup page opening on a fixed near date, or a program still being designed? A fixed near date deletes the keyword-whitelist and per-partner-tier brand-bidding positions outright - neither can be adjudicated partner by partner before launch.
- A one-off document, or a maintained one with dated versions and a change record? One-off promotes the strict positions that need no ongoing adjudication; maintained is what makes a whitelist or a chargeback reserve affordable at all.
- Effort ceiling: who drafts and who reviews - in-house counsel, outside counsel, or the program manager alone - and are there already-published terms with live affiliates on them? Published terms only tighten through the amendment cycle (15 days' notice for EU/UK business users, each with a right to leave rather than accept), so every tightening is a negotiation with the affiliates you already have, and reversibility, not hours, is the binding constraint.
- B2B SaaS, B2C ecommerce, or both?
- In-house/SaaS-hosted program, or network-hosted? Network-hosted means the network's master terms are the baseline and this document is only the program-specific layer on top.
- Where are the affiliates, and where are the customers?
- EU/UK business users may trigger P2B procedural rules - whether an in-house program is in scope is a counsel question, so ask and flag it rather than assume either way.
- US triggers FTC disclosure.
- UK adds ASA/CAP and CMA exposure.
- Which commission mechanics are already decided elsewhere - rate, recurring vs one-time, validation window, payout threshold? This document references them; it never designs them.
- Any known abuse concerns?
- Which brand-keyword-bidding position? Offer the four standard ones in this order, ranked by what each buys per unit of drafting, adjudication, and renegotiation:
- efficiency: strict prohibition > trademark-only ban with a modifier allowance > per-partner tiering > keyword whitelist
- effort: keyword whitelist (a standing job - per-keyword requests, adjudication, an audit of live ads) > per-partner tiering (a week to define the tiers, then a negotiation with every partner promoted or refused) > trademark-only ban with a modifier allowance (an hour more than the strict ban, since the permitted modifiers have to be enumerated too) > strict prohibition (near-zero - one enumerated clause plus the brand as a negative keyword)
- value: keyword whitelist == per-partner tiering (both keep the converting trademark-plus traffic of trusted partners while excluding everyone else, by different routes to the same short list) > trademark-only ban with a modifier allowance > strict prohibition (brand-term margin recovered, at the cost of the partners who only convert there)
- compliance cost: per-partner tiering > keyword whitelist > trademark-only ban with a modifier allowance == strict prohibition (tied: each is one uniform rule cleared by counsel once, whatever its width). The first two apply different rules to different affiliates - the shape P2B asks you to state grounds for, and the one inconsistent enforcement destroys - so both need counsel on the discrimination question, and neither loosens or tightens again without an amendment cycle.
Lead with strict prohibition because it wins the ratio; that it is also the least work is unusual here, not the reason. The whitelist is what this order starves - top of the value axis, bottom of the ratio, beaten every round.
Promote it when a named partner already drives brand-term volume you would otherwise cede to unaffiliated arbitrage, and someone owns the adjudication as a standing job. Delete the whitelist and the tiering when nobody owns that job: a position no one enforces is indistinguishable from permission.
- Are coupon/deal sites permitted, restricted, or banned?
- efficiency: restrict > ban == permit fully
- Restricting (only issued codes, no expired or unissued codes, no trademark-plus-coupon terms) costs a week of definition and policing, but it keeps the discovery traffic while removing the code-scraping arbitrage.
- Banning is near-zero to write and keeps the margin, at the cost of the orders.
- Permitting fully is equally near-zero to write and keeps the orders, funding the arbitrage in exchange.
Drafting detail in [references/prohibited-tactics.md](references/prohibited-tactics.md).
- Are browser extensions permitted or banned? efficiency: ban outright > permit with a stand-down obligation. The ban is one clause; permitting is a standing job, because a stand-down rule is only worth its ink if you can obtain clickstream evidence, and every permitted extension has to keep meeting disclosure and genuine-user-benefit tests you now warrant against. Promote permission when extension partners already drive a material share of tracked revenue and that evidence is available; see the same reference for the wording.
- Approval mode: manual review or auto-approval? Not ranked here - this document writes the eligibility clause, while the trade-off between the two belongs to the sibling fraud-detection skill, which ranks it against program size. Take the answer as given and draft to it.
- Revising existing terms, or starting from a blank page? If revising, request the current document.
Every ordering in this skill is a default, not a law: it shifts with context and with who executes it. Re-rank against what you already know about the user before proposing anything. In-house counsel makes each review-heavy position cheaper and promotes the contested ones. An already-published program with live affiliates prices every tightening at one amendment cycle plus the affiliates who leave, and demotes it accordingly. A regulated vertical - financial services, health, gambling - can make a permissive brand-bidding or review-content position unavailable at any effort level, which deletes it rather than demoting it.
## Workflow
1. Deliver the legal-review statement, then run the Interview.
2. Confirm the boundary: rates and tiers are designed elsewhere (see Reference); the terms cite the existing structure and nothing more.
3. Ask clarifying questions wherever the task is ambiguous - baseline paper (network master vs own), contested-area positions, which geographies count - before writing a word.
4. Assemble the canonical skeleton from [references/clause-library.md](references/clause-library.md). The skeleton is largely identical for B2B SaaS and B2C ecommerce; the divergent clauses live in [references/b2b-vs-b2c-contrast.md](references/b2b-vs-b2c-contrast.md).
5. Draft the prohibited-tactics section and its enforcement ladder from [references/prohibited-tactics.md](references/prohibited-tactics.md). Enumerate every banned tactic; never rely on a catch-all alone. The ban list is not a menu - only the three program positions settled in the Interview are choices, and the ladder is a sequence rather than a ranking.
6. Draft termination, validation/clawback, and amendment mechanics from [references/termination-and-payment-mechanics.md](references/termination-and-payment-mechanics.md). Close the three most commonly missing clauses:
- Pending commissions at termination.
- The enforcement ladder.
- Automatic brand-licence revocation.
Clawback authority is a gate wherever commissions are paid before the transaction is chargeback-safe - the clawback window always expires before chargeback exposure does. The two controls that keep working after it expires are ranked in that file; the sibling fraud skill treats an uncovered tail as a blocking finding, which is the condition that promotes the reserve.
7. Layer jurisdiction obligations from [references/jurisdiction-and-compliance.md](references/jurisdiction-and-compliance.md) for every geography the interview surfaced.
8. If you can browse the web, re-verify every regulatory figure, effective date, and notice period before citing it - penalty amounts are inflation-adjusted annually and guidance gets revised. Otherwise label each one "as of drafting - re-verify".
9. Flag the three genuinely contested areas instead of asserting a settled answer (next section).
10. Run the Completeness Check; iterate on the draft until every line passes.
11. Present the skeleton section by section for user validation, then deliver the full draft with the disclaimer repeated and all `[LEGAL REVIEW]` markers intact.
12. If your harness has persistent memory, memorize the decided positions - geographies, brand-bidding policy, validation and clawback windows, contested-area choices - so a later revision starts from them instead of re-interviewing.
## The Three Contested Areas
Present options and mark `[LEGAL REVIEW]`; never assert a settled answer.
- **Trademark-bidding bans** - contractual only; search engines will not enforce them, and bidding on a mark as a keyword is generally lawful. The clause still works as a contract-termination trigger. Which of the four positions to take is ranked in the Interview, where the user picks it.
- **Blanket forfeiture of earned commissions on termination** - lawfulness unsettled, with tension against US state escheatment law. Prefer narrow reversals (fraud, returns, cancellations) over forfeiture. Not an efficiency call: legality decides it, not payoff per unit of effort.
- **GDPR role of affiliates and networks** - processor vs joint controller vs independent controller is genuinely disputed among major networks. The advertiser is always a controller; resolve the rest explicitly in the DPA.
Deliberately left unranked: these are three competing readings of one legal fact, not three options with different payoffs, so ordering them by effort would manufacture a recommendation the law itself does not support. Present all three, name which major networks take which, and let counsel decide.
## Output Shape
Deliver a markdown terms document in this section order (clause-by-clause detail in [references/clause-library.md](references/clause-library.md)):
1. Definitions
2. Eligibility & Approval
3. Licence to Brand Assets
4. Commission & Payment (citing the existing rate structure)
5. Tracking & Attribution
6. Prohibited Tactics & Enforcement
7. Disclosure Obligations
8. IP & Confidentiality
9. Data Protection
10. Representations & Warranties
11. Indemnity
12. Limitation of Liability
13. Term & Termination
14. Effect of Termination on Pending Commissions
15. Clawback & Reversal
16. Chargeback Reserve & Negative Balances
17. Amendment
18. Assignment
19. Governing Law & Disputes
20. Tax & Independent-Contractor Status
## Completeness Check
Do not deliver until every item passes; iterate until it does.
- [ ] Every canonical clause is drafted or explicitly marked "intentionally omitted - <reason>".
- [ ] The three commonly missing clauses are present: pending commissions at termination, prohibited-tactics enforcement ladder, automatic brand-licence revocation.
- [ ] Every jurisdiction trigger from the interview is addressed: P2B notice periods (or the in-scope question flagged `[LEGAL REVIEW]`), FTC disclosure obligation, ASA/CAP labeling, GDPR/DPA role.
- [ ] Clawback authority is drafted wherever commissions are paid before the transaction is chargeback-safe - it is a gate, never omitted, since a reversal right with no collection path enforces nothing.
- [ ] Negative-balance carry-forward is drafted; the chargeback reserve is drafted or explicitly marked "intentionally omitted - <reason>" with the residual chargeback tail named.
- [ ] Each contested area is either irrelevant to this program or flagged with options and `[LEGAL REVIEW]`.
- [ ] Prohibited tactics are enumerated with an enforcement ladder; no bare catch-all.
- [ ] Commission language cites the decided structure; nothing in the draft invents a rate, tier, or threshold.
- [ ] The legal-review disclaimer accompanies the delivered artifact and every inline marker is intact.
## Invocation Examples
- "Draft affiliate program terms for our B2B SaaS - 20% recurring for 12 months is already decided, affiliates mostly US and EU."
- "Our store's affiliate agreement says nothing about coupon extensions - rewrite the prohibited-tactics section with an enforcement ladder."
- "We're moving from a network-hosted program to in-house; write the agreement affiliates accept at signup."
## Common Failure Modes
| Defect | Consequence | Fix |
| ----------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------ |
| No clause on pending commissions at termination | Disputes, even small-claims filings, on every termination | Distinguish fraud (forfeit) from non-fraud (pay accrued to termination date) |
| Vague prohibited-tactics list, no ladder | Unlisted tactic is implicitly permitted; no proportionate response short of termination | Enumerate tactics; warning → voiding → suspension → termination → recovery |
| No automatic brand-licence revocation | Ex-affiliates keep using brand assets after termination | Auto-revoke on any termination + asset-destruction window |
| Blanket forfeiture of earned commissions | Legally contested; escheatment exposure; reads as punitive | Narrow reversals to fraud, returns, cancellations |
| Unilateral amendment with no notice mechanism | Null and void toward EU/UK business users wherever P2B applies - whether it reaches an in-house merchant program is unsettled, so treat it as exposure, not certainty | Electronic notice + continued-participation acceptance + 15-day notice for EU/UK business users, with the scope question marked `[LEGAL REVIEW]` |
## Reference
- See [references/clause-library.md](references/clause-library.md) when assembling the skeleton - every canonical clause, common variations, drafting cautions.
- See [references/prohibited-tactics.md](references/prohibited-tactics.md) when writing the ban list and enforcement ladder - tactic-by-tactic wording patterns, sourced principle.
- See [references/termination-and-payment-mechanics.md](references/termination-and-payment-mechanics.md) when drafting validation windows, clawback, termination, dormancy, and amendment.
- See [references/jurisdiction-and-compliance.md](references/jurisdiction-and-compliance.md) when the interview surfaces US, EU, or UK exposure - what is universal vs jurisdiction-specific.
- See [references/b2b-vs-b2c-contrast.md](references/b2b-vs-b2c-contrast.md) when tailoring to SaaS vs ecommerce - the divergent clauses side by side.
- See [references/worked-examples.md](references/worked-examples.md) when shaping the final document - real published agreements decomposed, one worked outline, one negative example.
- See `mbfinotti/partnerships-skills@affiliate-commission-structure` to design the commission rates and tiers this document only references.
- See `mbfinotti/partnerships-skills@affiliate-disclosure-compliance` to audit already-published affiliate content; this skill only writes the disclosure obligation into the terms.
- See `mbfinotti/partnerships-skills@affiliate-fraud-detection` for operational fraud detection; this skill only writes the prohibited-tactics clauses and the enforcement ladder.
- See `mbfinotti/partnerships-skills@referral-abuse-guardrails` for consumer refer-a-friend gaming rules - a different audience than professional affiliates. That skill also emits its own consumer-facing terms wording; this one covers the professional-affiliate agreement only, so do not accept a consumer refer-a-friend terms request routed back here.
- See `mbfinotti/partnerships-skills@affiliate-onboarding-sequence` for what happens after an affiliate is approved.