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Affiliate Partner Agreement

Futbol Development Group · Last updated

This Affiliate Partner Agreement (“Agreement”) is entered into by and between Futbol Development Group, together with its affiliated brands, programs, and authorized operating or payment entities, including, where applicable, Soccer Film Room, Futbol Film Room, FDG Blueprint, Barcelona Futbol Experience, Lisbon Futbol Experience, Lions Pride, LLC, and any other affiliated entity designated by Futbol Development Group (collectively, “FDG”), and the individual or organization identified below as the “Affiliate.”

FDG and the Affiliate may each be referred to as a “Party” and together as the “Parties.”

This Agreement governs the Affiliate’s participation in the FDG Affiliate Partner Program.

The Affiliate is responsible for providing accurate payment and tax information. FDG is not responsible for delays or failed payments caused by incorrect, incomplete, or outdated information supplied by the Affiliate.

Purpose of the Affiliate Program

FDG has established the Affiliate Partner Program to develop professional relationships with coaches, trainers, clubs, academies, organizations, educators, consultants, content creators, influencers, media partners, and other trusted individuals or entities that share FDG’s commitment to honest player development and educational excellence.

The Affiliate Program is intended to reward approved referrals that result in legitimate purchases of eligible FDG products or services.

This Agreement defines the rights, obligations, responsibilities, and expectations of FDG and the Affiliate while protecting FDG’s customers, confidential information, intellectual property, brand reputation, and business relationships.

Participation in the Affiliate Program does not guarantee any minimum number of referrals, commissions, sales, income, business opportunities, promotional support, or continued participation.

The Fdg Ecosystem

FDG operates a global futbol development ecosystem that may include educational, analytical, consulting, training, travel, player-development, and experiential products and services.

Eligible referral opportunities may include:

Future products and services designated by FDG.

FDG may add, remove, modify, suspend, or discontinue any product, service, commission opportunity, or Affiliate Program benefit at any time.

Appointment

Subject to FDG’s approval, FDG appoints the Affiliate as a non-exclusive, independent affiliate authorized to promote eligible FDG products and services in accordance with this Agreement.

The Affiliate receives a limited, revocable, non-transferable right to use approved FDG referral links, promotional codes, and marketing materials solely for authorized Affiliate Program activities.

The appointment is non-exclusive. FDG may:

Offer different commercial terms to other partners.

The Affiliate may promote products or services offered by other organizations, provided those activities do not violate this Agreement or misuse FDG’s Confidential Information, intellectual property, customers, or business relationships.

Independent Contractor Relationship

The Affiliate is an independent contractor and not an employee, officer, partner, agent, joint venturer, fiduciary, franchisee, or legal representative of FDG.

Nothing in this Agreement creates:

Authority to legally bind FDG.

The Affiliate has no authority to:

Represent that the Affiliate has authority beyond that expressly provided in writing.

The Affiliate is responsible for all expenses, insurance, licenses, registrations, taxes, reporting obligations, and legal requirements associated with the Affiliate’s activities.

The Affiliate is not entitled to salary, benefits, paid leave, healthcare, retirement benefits, workers’ compensation, unemployment benefits, or other employee benefits from FDG.

Enrollment and Eligibility

Participation in the Affiliate Program is subject to FDG’s approval.

FDG may approve, reject, suspend, or decline to renew any Affiliate application for any lawful business reason.

To remain eligible, the Affiliate must:

Cooperate with reasonable compliance requests.

FDG may conduct reasonable due diligence before or during the Affiliate relationship.

Approval does not create a vested right to participate indefinitely.

Affiliate Responsibilities

The Affiliate shall represent FDG professionally, honestly, and ethically.

The Affiliate agrees to:

Prioritize honesty and the long-term interests of players and families over short-term sales.

The Affiliate may not use coercive, deceptive, high-pressure, or exploitative sales practices.

Professional Representations

The Affiliate may describe FDG only through accurate, approved, or publicly available information.

The Affiliate shall not make any statement or promise that exceeds FDG’s official representations.

Without FDG’s prior written approval, the Affiliate shall not state or imply that FDG guarantees:

Any particular futbol, academic, financial, or professional result.

The Affiliate shall not imply that FDG has a formal partnership, endorsement, sponsorship, or official relationship with any club, academy, federation, school, government entity, governing body, athlete, coach, or organization unless FDG has confirmed that relationship in writing.

Unauthorized statements made by the Affiliate are the Affiliate’s sole responsibility and do not bind FDG.

Qualified Sales

A “Qualified Sale” is a completed purchase of an eligible FDG product or service that:

Meets all other eligibility requirements communicated by FDG.

Unless FDG approves otherwise in writing, the customer must be a new FDG customer or a customer purchasing a newly eligible product through the Affiliate’s direct referral.

Qualified Sales may include eligible purchases of:

Other products designated by FDG.

The following are not Qualified Sales unless FDG approves otherwise:

Transactions that violate FDG policies.

FDG shall make the final good-faith determination regarding attribution and commission eligibility.

Referral Tracking

FDG may track referrals through:

Other methods designated by FDG.

The Affiliate is responsible for using the correct tracking method.

FDG does not guarantee that every referral will be tracked successfully. Tracking may be affected by:

Technical interruptions.

The Affiliate shall promptly notify FDG of a suspected tracking issue and provide reasonably available supporting information.

Where multiple affiliates claim the same customer, FDG may consider tracking data, timing, customer confirmation, and other relevant evidence.

FDG’s decision regarding attribution shall be final unless a clear administrative error is demonstrated.

Commission Rates

Commission rates and eligible products shall be set forth in the current Schedule A – Commission Schedule or another written compensation schedule issued by FDG.

Rates may vary based upon:

Special written agreement.

FDG may modify commission rates prospectively by providing written or electronic notice.

A change will not reduce a commission already earned before the effective date of the revised rate.

No verbal promise or informal statement regarding compensation is binding unless confirmed in writing by an authorized FDG representative.

Commission Calculation

Unless otherwise stated in Schedule A:

Commissions are not earned until all eligibility conditions are satisfied.

FDG may establish minimum payment thresholds or carry small unpaid balances forward to the next payment period.

Commission Payments

Unless otherwise stated in writing, approved commissions will generally be paid monthly after the applicable review, refund, and chargeback period.

FDG may delay or withhold payment while investigating:

Other material irregularities.

The Affiliate is responsible for reviewing commission statements and notifying FDG of any suspected error within thirty days after the statement or payment date.

Failure to report an error within that period may constitute acceptance of the statement, except where prohibited by law.

FDG is not responsible for bank fees, currency-conversion fees, receiving fees, or third-party payment-service charges imposed on the Affiliate.

Refunds, Chargebacks, and Adjustments

If a customer receives a refund, credit, chargeback, payment reversal, cancellation, or fraud determination, FDG may:

Withhold payment while the matter is reviewed.

An Affiliate does not retain a commission on a sale that is later determined to be ineligible.

FDG may waive recovery of a commission in its discretion, but any waiver does not require FDG to waive future adjustments.

Taxes

The Affiliate is solely responsible for:

Complying with tax laws in each relevant jurisdiction.

FDG may require the Affiliate to provide tax forms or certifications before issuing payment.

FDG may withhold taxes when required by law.

The Affiliate is responsible for obtaining independent tax advice.

Marketing Standards

The Affiliate may promote FDG through lawful and appropriate channels, including:

Direct professional referrals.

All marketing must:

Reflect the educational and developmental nature of FDG’s services.

FDG may issue or update marketing guidelines from time to time.

Affiliate Disclosures

The Affiliate shall clearly disclose that the Affiliate may receive compensation for qualifying referrals.

Disclosures must be:

Compliant with applicable laws and platform rules.

Examples of acceptable disclosures may include:

“I may earn a commission from qualifying purchases.”

“This is an affiliate link.”

“I am an FDG Affiliate Partner and may receive compensation for referrals.”

The Affiliate may not conceal the commercial nature of the relationship.

Prohibited Marketing Conduct

The Affiliate shall not:

Publish confidential links or restricted materials.

FDG may require immediate removal or correction of noncompliant marketing.

Brand Standards

The Affiliate may use only FDG-approved:

Digital materials.

The Affiliate may not:

Use FDG intellectual property outside the Affiliate relationship.

FDG may revoke permission to use any material at any time.

All goodwill arising from the Affiliate’s use of FDG branding belongs exclusively to FDG.

Customer Communications

The Affiliate’s role is to introduce prospective customers to FDG.

FDG remains responsible for:

Operational decisions.

The Affiliate shall not:

Represent that the Affiliate controls FDG operations.

Customer questions involving payment, scheduling, service delivery, complaints, refunds, contracts, or policies shall be referred to FDG.

Confidential Information

“Confidential Information” means non-public information disclosed or made available to the Affiliate, including:

Information that a reasonable person would understand to be confidential.

The Affiliate shall:

Promptly report unauthorized access or disclosure.

Confidential Information does not include information that the Affiliate can demonstrate:

Is independently developed without use of FDG Confidential Information.

If disclosure is legally required, the Affiliate shall provide prompt notice to FDG when legally permitted.

Affiliate Portal and Resource Security

FDG may provide access to private portals, dashboards, marketing libraries, training resources, promotional links, videos, internal documents, commission information, and other restricted materials.

The Affiliate shall not:

Retain access after termination.

The Affiliate shall immediately notify FDG of:

Any other suspected security incident.

FDG may suspend or revoke access whenever reasonably necessary to protect its customers, systems, intellectual property, or business operations.

Intellectual Property

All FDG intellectual property remains the exclusive property of FDG or its licensors.

This includes:

Future intellectual property.

Except for the limited license expressly granted in this Agreement, no ownership or other rights are transferred to the Affiliate.

Restrictions on Use

Without FDG’s prior written approval, the Affiliate shall not:

Continue using FDG materials after termination.

Artificial Intelligence and Data Use

The Affiliate shall not use FDG reports, analyses, graphics, educational content, methodologies, templates, customer information, or proprietary materials to train, develop, fine-tune, test, improve, or populate any artificial-intelligence system, machine-learning model, automated platform, database, or competing technology without FDG’s prior written consent.

The Affiliate shall not upload FDG Confidential Information or customer information into public or third-party artificial-intelligence systems unless expressly authorized.

This restriction applies to commercial, academic, research, and personal uses.

Customer Relationships

Customers referred through the Affiliate Program become customers of FDG for the products or services purchased from FDG.

The Affiliate shall not:

Retain customer funds intended for FDG.

Nothing in this Section prevents the Affiliate from operating an independent business or maintaining pre-existing customer relationships, provided the Affiliate does not misuse FDG Confidential Information or violate this Agreement.

Payment Processing Entities

FDG products and services may be sold, billed, or processed through:

An authorized payment processor.

The entity that processes a customer payment does not alter:

The Affiliate’s relationship with FDG.

Commission calculations will be based on the applicable Commission Schedule and the amount actually received and retained by the designated payment entity.

The Affiliate shall not represent that Lions Pride, LLC or another payment entity is a separate service provider unless FDG has expressly stated otherwise.

Privacy and Data Protection

The Affiliate shall comply with all applicable privacy and data-protection laws.

The Affiliate shall:

Promptly report a suspected privacy incident involving FDG information.

Where applicable, the Affiliate shall comply with the General Data Protection Regulation, applicable United States privacy laws, electronic-marketing laws, and other relevant requirements.

The Affiliate shall not collect sensitive personal information on FDG’s behalf unless specifically authorized.

Records and Compliance Review

The Affiliate shall maintain reasonable records relating to:

Compliance with this Agreement.

Where reasonably necessary to investigate suspected fraud, tracking manipulation, unauthorized marketing, privacy violations, or a material breach, FDG may request relevant records.

The Affiliate shall cooperate in good faith.

FDG will not require disclosure of unrelated proprietary information unless reasonably necessary to resolve a dispute or comply with law.

Term

This Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement.

Nothing in this Agreement guarantees participation for a minimum term.

FDG may periodically require the Affiliate to renew enrollment, accept updated terms, complete compliance training, or provide current information.

Suspension

FDG may temporarily suspend:

Participation in a particular campaign

while FDG investigates suspected fraud, misuse, legal violations, security incidents, customer complaints, or breaches of this Agreement.

Suspension does not waive FDG’s right to terminate the Agreement.

Termination

Either Party may terminate this Agreement by providing written notice to the other Party.

FDG may terminate the Agreement immediately if FDG reasonably believes that the Affiliate has:

Acted in bad faith.

Termination does not affect rights or obligations that accrued before termination.

Effect of Termination

Upon termination, the Affiliate shall immediately:

Follow reasonable transition instructions.

Eligible commissions earned before termination may be paid after applicable refund and review periods.

FDG may withhold commissions relating to:

Other ineligible activity.

Representations and Warranties

Each Party represents that it has authority to enter into this Agreement.

The Affiliate further represents that:

The Affiliate will conduct business honestly and professionally.

Except as expressly stated in this Agreement, FDG provides the Affiliate Program, tracking tools, portals, and materials on an “as available” basis.

FDG does not warrant uninterrupted operation, error-free tracking, continuous product availability, or any particular level of commissions.

Indemnification

To the fullest extent permitted by law, the Affiliate shall defend, indemnify, and hold harmless FDG, its affiliated entities, owners, members, officers, directors, employees, contractors, coaches, analysts, agents, representatives, successors, and assigns from claims, liabilities, damages, losses, costs, and reasonable legal fees arising from or relating to:

Acts or omissions for which the Affiliate is legally responsible.

The indemnified Party shall provide reasonable notice of a claim and reasonable cooperation, subject to reimbursement of appropriate costs.

Limitation of Liability

To the fullest extent permitted by law, FDG shall not be liable for indirect, incidental, consequential, exemplary, punitive, or special damages arising from the Affiliate Program or this Agreement.

This includes:

Technological interruptions outside FDG’s reasonable control.

FDG does not guarantee sales, referrals, revenue, income, or business success.

To the fullest extent permitted by law, FDG’s total aggregate liability arising from this Agreement shall not exceed the total commissions paid or payable to the Affiliate during the six months immediately preceding the event giving rise to the claim.

Nothing in this Agreement limits liability that cannot legally be limited.

Force Majeure

Neither Party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including:

Other events that could not reasonably have been prevented.

The affected Party shall resume performance as reasonably practicable.

Governing Law and Jurisdiction

This Agreement shall be governed by the law identified in the Affiliate’s onboarding documentation, Commission Schedule, or written agreement with the applicable FDG contracting entity.

If no governing law is separately identified, this Agreement shall be governed by the laws of the jurisdiction in which the FDG contracting entity is principally established, without regard to conflict-of-law rules.

Before filing a legal action, the Parties shall attempt in good faith to resolve the dispute through direct written communication.

Nothing in this Agreement prevents FDG from seeking urgent injunctive or equitable relief to protect Confidential Information, customer information, intellectual property, or proprietary systems.

Notices

Formal notices under this Agreement shall be sent by email, recognized courier, certified mail, or another method that provides reasonable evidence of delivery.

Notices to the Affiliate may be sent to the email or address listed in this Agreement.

Notices to FDG shall be sent to the address or email designated in the Affiliate onboarding materials or subsequent written notice.

A Party must promptly notify the other Party of changes to its contact information.

Electronic operational communications, policy updates, commission notices, and program announcements may be delivered through email or the Affiliate portal.

Assignment

The Affiliate may not assign, delegate, sell, or transfer this Agreement or an Affiliate account without FDG’s prior written approval.

FDG may assign this Agreement to:

Another authorized operating entity.

Any unauthorized transfer by the Affiliate is void.

Electronic Signatures

Electronic signatures, scanned signatures, digital acceptance, and electronically stored records shall have the same legal effect as original handwritten signatures to the fullest extent permitted by law.

This Agreement may be signed in counterparts, each of which is considered an original and all of which together form one agreement.

Amendments and Program Policies

FDG may update operational policies, marketing standards, brand guidelines, security procedures, eligible products, or commission schedules by written or electronic notice.

Material changes to this Agreement shall apply prospectively.

The Affiliate’s continued participation after the effective date of an updated Agreement may constitute acceptance where permitted by law.

No amendment proposed by the Affiliate is effective unless signed by an authorized FDG representative.

Waiver

A failure or delay by either Party to enforce a provision does not waive the right to enforce that provision later.

A waiver is effective only if made in writing by the Party granting it.

A waiver of one breach is not a waiver of another breach.

Severability

If any provision is found invalid, unlawful, or unenforceable, it shall be enforced to the maximum extent permitted by law.

The remaining provisions shall remain in full force and effect.

If narrowing a provision would make it enforceable, the provision shall be interpreted as narrowly as necessary.

Entire Agreement

This Agreement, together with the current Commission Schedule and any written Affiliate Program policies incorporated by reference, constitutes the entire agreement between the Parties regarding the Affiliate Program.

It supersedes prior oral or written discussions, proposals, representations, and understandings concerning the Affiliate Program.

Separate customer, service, employment, consulting, or partnership agreements are not modified unless expressly stated.

Survival

The provisions concerning:

Post-termination obligations

shall survive termination for as long as reasonably necessary to protect the Parties’ rights and comply with law.

Good Faith

The Parties agree to conduct themselves honestly, professionally, and in good faith.

Nothing in this Agreement requires either Party to continue a relationship that no longer serves its legitimate business interests, provided termination is handled in accordance with this Agreement.

Affiliate Acknowledgment

By signing this Agreement, the Affiliate acknowledges that:

The Affiliate voluntarily agrees to be legally bound by this Agreement.

Schedule A

Commission Schedule

Eligible Products and Services

Product or Service

Commission Rate or Fee

Eligibility Notes

Soccer Film Room – Single Report

Soccer Film Room – 5-Pack

Soccer Film Room – 10-Pack

Futbol Film Room Services

FDG Blueprint

Barcelona Futbol Experience

Lisbon Futbol Experience

Team or Club Services

Payment Terms

FDG may revise this Commission Schedule prospectively by providing written or electronic notice. Changes do not reduce commissions earned before the effective date of the revised schedule.