Affiliate Agreement Review Guide
An affiliate agreement looks like a marketing contract and reads like a commercial contract. The difference is the money flow: percentage of sales over time, with all the attribution, audit, and payment-timing fights that implies. Eight clauses determine what you actually get paid.
What it is
An affiliate agreement is a contract where one party (the affiliate) promotes another's products or services and gets paid a commission on resulting sales or actions. Used in retail, SaaS, finance, education, and just about every consumer category.
Most affiliate programs are run through platforms (Impact, Partnerize, ShareASale, Amazon Associates) that handle tracking and payment. The platform's standard agreement covers most of the mechanics; what's negotiable is the commission rate, attribution rules, exclusivity, and termination.
Direct affiliate agreements (not through a platform) tend to be more lucrative but require more diligence. The attribution and audit terms determine whether you get paid for the traffic you actually drove.
Common clauses to check
- [ 01 ]
Commission structure
How much you get paid and on what. The headline rate is the start; the carve-outs are the substance.
What to look for- Commission rate as a percentage of sale (or fixed fee per action).
- What sales count — first-time customers, all customers, specific products, or specific channels.
- Tiered or volume-based bonuses.
- Cookie window — how long after the click does a sale still credit you (24 hours is short; 30+ days is generous).
Red flags- Commission only on first-time customers (recurring revenue or repeat purchases excluded).
- Carve-outs for promotions, discounted products, or product categories.
- Cookie window under 24 hours — most users don't convert that fast.
- Last-click attribution that lets the brand's own paid ads steal credit.
- [ 02 ]
Attribution model
How the brand decides which affiliate gets credit for a sale. Most consequential clause for affiliates.
What to look for- Last-click vs. first-click attribution clearly stated.
- Whether the brand's paid search/SEM gets attribution priority over affiliates.
- Cross-device tracking (cookies, fingerprinting, login-based).
- Treatment of returns, refunds, and chargebacks.
Red flags- Brand reserves "sole discretion" to determine attribution.
- Brand's own marketing always wins attribution disputes.
- Reversal of commission for any reason within an extended window.
- [ 03 ]
Payment terms
When you get paid, how, and what holdbacks apply.
What to look for- Net-30 or Net-60 payment after the close of the period.
- Minimum payout threshold (e.g., $50 or $100).
- Payment method (check, wire, ACH, PayPal).
- Holdback or reserve for refunds and chargebacks (usually 30-60 days, then released).
Red flags- Net-90+ payment terms.
- Indefinite holdbacks for "potential refunds."
- Forfeiture of unpaid commissions on termination.
- Adjustment of commissions retroactively for "fraud," with brand as sole judge.
- [ 04 ]
Exclusivity & non-compete
Whether you can promote competing products and whether the brand promises not to use other affiliates in your channel.
What to look for- Two-way: are you exclusive to the brand, and is the brand exclusive to you?
- Geographic and category limitations on exclusivity.
- Non-compete obligations after termination — typically inappropriate for affiliates.
Red flags- Exclusivity required of you with no reciprocal commitment from brand.
- Non-compete extending past termination.
- Restrictions on promoting "any similar product" interpreted broadly.
- [ 05 ]
Brand & content restrictions
Rules on how you can use the brand's name, trademarks, and creative assets.
What to look for- Approved brand asset library.
- Pre-approval requirement for creative — turnaround time.
- Prohibited keywords (especially competitor brand names).
- Trademark usage rules (no domains containing the brand name).
Red flags- Pre-approval for every piece of content with no SLA.
- Prohibition on "any negative or critical content" — limits honest reviews.
- Prohibition on bidding on the brand's own name keywords (sometimes appropriate, sometimes restrictive).
- [ 06 ]
FTC compliance & disclosure
U.S. affiliates must disclose paid relationships per FTC guidelines. The contract usually requires this and indemnifies the brand if you don't comply.
What to look for- Reference to FTC Endorsement Guides.
- Indemnification responsibility — usually flows to the affiliate for non-disclosure.
- Specific disclosure language requirements.
- Audit rights for compliance.
Red flags- Affiliate indemnifies brand for any FTC enforcement, regardless of disclosure efforts.
- Vague compliance requirements that the brand can claim violations of.
- Liability for affiliate's own violations even after disclosure was made.
- [ 07 ]
Termination
When and how either side can end the relationship.
What to look for- Termination for convenience, with reasonable notice (30 days).
- Termination for cause with cure period (15-30 days).
- Treatment of pending commissions on termination — should be paid out.
- Survival of obligations (confidentiality, brand asset return).
Red flags- Brand can terminate immediately for any reason; affiliate can't.
- Forfeiture of pending commissions on termination.
- Termination triggers immediate cessation of cookies, killing pending conversions.
- [ 08 ]
Reporting & audit rights
Visibility into your performance and the brand's records.
What to look for- Real-time or daily reporting dashboard access.
- Audit rights — affiliate can audit the brand's records of sales (rare but appears in larger deals).
- Records retention obligation by the brand (3+ years).
Red flags- Reporting only on the brand's terms.
- No audit rights at all.
- Brand can change reporting methodology at any time.
Other watchouts
- Anti-spam compliance (CAN-SPAM, CASL).
- Coupon and discount policies — especially for SaaS where coupon codes attract last-click affiliates.
- Cookie stuffing and other fraud-prevention rules.
- International commission rates and currency conversion.
- Tax form requirements (W-9 / W-8BEN).
- Data protection — what affiliate data brand can collect and use.
- Modification rights — can the brand change commission rates unilaterally?
- Indemnification for content claims, libel, or other content-related issues.
Frequently asked questions
- What's a typical affiliate commission rate?
- Highly category-dependent. Software/SaaS: 20-40% of first-year recurring revenue. Retail: 4-12% of sale. Financial products: $50-$300 per acquisition. Education/info products: 30-50%. Premium and recurring revenue programs typically pay more.
- What's last-click attribution?
- The affiliate whose link was clicked last before purchase gets the commission credit. The opposite is first-click. Most programs use last-click, which often disadvantages content-marketing affiliates whose value is creating awareness, not closing sales.
- Should I disclose I'm an affiliate?
- Yes, in the U.S., the FTC requires clear disclosure of material connections — including affiliate links. Most programs explicitly require disclosure and shift indemnification to you for non-compliance. Standard disclosures: "This post contains affiliate links" or similar at the top of content.
- What's a cookie window in affiliate marketing?
- The duration after a click that a subsequent purchase still credits the affiliate. 24 hours is the bare minimum (Amazon's standard); 30 days is generous. Longer windows favor affiliates because they capture longer consideration cycles.
- Can a brand change commission rates unilaterally?
- Most affiliate agreements give the brand wide latitude to change commission rates with notice. Some require notice in advance for material changes; many allow changes effective immediately. Long-term commitments to specific rates require negotiation and are rare.
Run this checklist on your actual contract
Upload the PDF. We’ll flag every clause from this guide that matters in yours, in plain English.
Read your contract