Affiliate Programme Agreement
Last modified: 18 June 2024
PLEASE READ THIS AFFILIATE PROGRAMME AGREEMENT CAREFULLY.
This is a contract between you (the “Affiliate”) and us (“Ada Riggo”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.
The Affiliate Programme Agreement applies to your participation in our Affiliate Programme (the “Affiliate Programme”). These terms are so important that we cannot have you participate in our Affiliate Programme unless you agree to them.
We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Programme changes, ends, or becomes part of an existing programme. If we update or replace the terms, we will let you know via electronic means, which may include a notification via Gumroad Affiliate Dashboard or by e-mail. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
DEFINITIONS
“We”, “us”, “our”, and “Ada Riggo” means the author and publisher of The Noisy Brain Cookbook and its publishing-related parties.
“You” and “Affiliate” means the party, other than Ada Riggo, entering into this Agreement and participating in the Noisy Brain Affiliate Programme.
“The Book” means The Noisy Brain Cookbook as authored and published by Ada Riggo.
“Affiliate Programme” means a programme owned, operated, and controlled by Ada Riggo, and as described in this Agreement.
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link(s) that we make available to you.
“Affiliate Link” means the unique tracking link(s) you place on your site, social media profiles or other channels used for promoting The Book.
“Affiliate Policies” means the policies applicable to affiliates which we may make available to you via electronic means from time to time.
“Affiliate Programme Brief” means the schedule summarising applicable details of the Affiliate Programme including but not limited to commission rate, cookies duration, and affiliate offers.
“Gumroad” means the platform we use to operate and manage the Affiliate Programme.
“Gumroad Affiliates Dashboard” means the Gumroad platform you use to participate in the Affiliate Programme.
“Agreement” means this Affiliate Programme Agreement and all materials attached, referred, or linked to in here.
“Commission” means an amount received by Affiliate as described in the Gumroad Affiliates Dashboard for each Customer Transaction.
“Customer” means the authorised actual purchaser of The Noisy Brain Cookbook who has made their purchase via an Affiliate Link.
“Customer Purchases” means purchases of The Book by Affiliate Leads that are eligible for Commission pursuant to the “Customer Purchases” section of this Agreement.
“Customer Data” means all information that Customer submits to us and all materials that Customer provides, posts, uploads, inputs, or submits for public display through their purchase.
“Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our product.
NON-EXCLUSIVITY
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products of third parties and to work with other parties in connection with the design, content, sale, and use of similar products of third parties.
CUSTOMER PURCHASES
1. Affiliate programme limits.
a. Each accepted Affiliate Lead will expire thirty (30) days from the date the Affiliate Lead clicked on the Affiliate Link(s) that was made available by you.
b. You will be paid Commission as described in the Gumroad Affiliate Dashboard or the Affiliate Programme Brief for each Customer who completes an applicable Customer Purchase, provided you remain eligible to receive Commission pursuant to the terms of this Agreement.
c. You do not receive additional commission if a Customer makes subsequent purchases of The Book or other Ada Riggo products in the future unless the subsequent purchase is also made through your Affiliate Link(s).
d. In the event a single customer clicks two different Affiliate Links for The Book, the Affiliate Link that was clicked on most recently will be credited for the sale.
e. Cookies are used by Gumroad to track Affiliate Leads and have a set duration of 30 days. If a potential Customer clears their cookies during this period, we shall not be liable for any commissions that may have been owed to you.
2. Eligibility.
a. To be eligible for Commission:
(i) An Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section,
(ii) A Customer Purchase must have occurred, and
(iii) A Customer Purchase must be final and valid in accordance with the ‘Acceptance and Validity’ section.
b. You are not eligible to receive Commission or any other compensation from us if:
(i) Such compensation is disallowed or limited by federal, state, or local law or regulation of your jurisdiction, and/or
(ii) The Commission payment has been obtained by fraudulent means, misuse of Affiliate Link, in violation of any Affiliate Programme Policies that we make available to you, misuse of the Gumroad Affiliate Dashboard or by any other means that we deem to breach the spirit of the Affiliate Programme.
3. Acceptance and Validity.
a. You will only be eligible for a Commission payment for any Customer Purchases that derived from the Affiliate Leads generated by the Affiliate Link that we make available to you.
b. You will only be eligible for Customer Purchases that are final and have not been subject to a refund, credit, cancellation, suspension, or chargeback (these purchases shall be deducted from the Commission Payment.
c. You will not be eligible for Commission payment for an Affiliate Lead that has expired (after thirty (30) days from the date Affiliate Lead clicked on Affiliate Link).
4. Commission and Payment.
In order to receive payment under this Agreement, you must have:
a. Agreed to the terms of this Agreement,
b. Completed all necessary steps to create your account in Gumroad, in accordance with our directions,
c. Have a valid and up-to-date payment method in the Gumroad Affiliate Dashboard with such account,
d. Completed any and all required tax documentation in order for the Gumroad Affiliate Dashboard to process any payments that may be owed to you.
5. Commission Payment.
a. The method, currency, and frequency in which the Commission is paid as well as the applicable conversion rate will depend on the country in which you are physically located. This is as further described by Gumroad in the following link: https://help.gumroad.com/article/13-getting-paid
b. You will not be paid more than one Commission payment or other similar referral fee on any given Customer Purchase. You are also responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you through Gumroad are subject to offset any amounts owed by you to us.
TRADEMARKS
You grant us to a non-exclusive, non-transferrable, royalty-free right to use and display your trademarks, service marks and logos in connection with the Affiliate Programme and this Agreement.
During the term of this Agreement, in the event that we make our trademark available to you via Gumroad Affiliate Dashboard or email, you may use our trademark as long as you follow the usage requirements in this section.
a. You must:
(i) Only use our trademarks in connection with the Affiliate Programme and this Agreement.
(ii) Immediately comply if we request that you discontinue use.
b. You must NOT:
(i) Use our trademark in a misleading or disparaging way.
(ii) Use our trademark in a way that implies we endorse, sponsor, or approve of your services or products.
(iii) Use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
PROPRIETARY RIGHTS
1. Ada Riggo Proprietary Rights.
a. No license to The Book is granted by this Agreement. The Book is protected by intellectual property laws. The Book belongs to and is the property of us or our licenses. We retain all ownership rights. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on The Book in whole or in part, by any means, except as expressly authorised in writing by us.
b. We encourage all customers, affiliates, and partners to comment on The Book, provide suggestions for improving it. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into The Book or any future products by Ada Riggo, without payment to you.
2. Customer’s Proprietary Rights.
As between you and Customer, Customer retains the right to access and use The Book. For the avoidance of doubt, Customer will own and retain all rights to Customer Data.
CONFIDENTIALITY
a. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”):
(i) Whether orally or in writing, that is designated as confidential, and
(ii) Ada Riggo’s customer and prospect information, whether or not otherwise designated as confidential.
b. Confidential Information does not include any information that:
(i) Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or
(ii) Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.
c. The Receiving Party shall:
(i) Protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care,
(ii) Not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement,
(iii) Not disclose Confidential Information of the Disclosing Party to any third party, and
(iv) Limit access to Confidential Information of the Disclosing Party to its employees, contractors, and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, or legal process.
TERM AND TERMINATION
1. Term.
This Agreement will apply for as long as you participate in the Affiliate Programme, until terminated by either party.
2. Termination Without Cause.
Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
3. Termination for Agreement Changes.
If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided you send us written notice within ten (10) days after we send you notice of the change.
4. Termination for Cause.
We may terminate this Agreement:
a. Upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period.
b. Upon fifteen (15) days’ notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period.
c. Immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
d. Immediately, if you breach the terms applicable to your participation with our Affiliate Programme.
e. Immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects or our customers.
5. Effects of Expiration/Termination.
Expiration of this Agreement, and termination of this Agreement (i) without cause by us, (ii) by you with cause, or (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Purchase is recognised by us within thirty (30) days after the date of such termination. You are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will immediately discontinue all use of our trademarks and references to this Affiliate Programme from your website(s), social media(s) and other collateral.
AFFILIATE REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
1. You have all sufficient rights and permissions to participate in the Affiliate Programme and to provision Ada Riggo with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement.
2. Your participation in this Affiliate Programme will not conflict with any of your existing agreements or arrangements.
3. You own or have sufficient rights to use and to grant to us our right to use your trademarks.
4. You will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Programme (for example, by clearly stating that you are a Noisy Brain Affiliate on any website(s) you own where you make an Affiliate Link available.
5. You will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Ada Riggo’s own advertising, including but not limited to, our branded keywords.
6. You will not participate in cookie stuffing or pop-ups; false or misleading links are strictly prohibited.
7. You will not attempt to mask the referring URL information.
8. You will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, Iframes or hidden frames), or offering incentives other than those we provide to you to encourage purchases.
INDEMNIFICATION
a. You will indemnify, defend, and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us by a third party not affiliated with us to the extent that such Action is based upon or arises out of:
(i) Your participation in the Affiliate Programme,
(ii) Our use of the prospect data you provided to us,
(iii) Your noncompliance with or breach of this Agreement,
(iv) Our use of your trademarks.
b. We will notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defence or settlement of such claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defence or settlement of the claim. You shall not accept any settlement that:
(i) Imposes an obligation on us,
(ii) Requires us to make an admission, or
(iii) Imposes liability not covered by these indemnification or places restrictions on us without our prior written consent.
DISCLAIMERS; LIMITATIONS OF LIABILITY
1. Disclaimer of Warranties.
We and our affiliated companies and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of The Book, The Affiliate Programme, or Gumroad Affiliate Dashboard for any purpose.
2. No Indirect Damages.
To the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.
3. Limitation of Liability.
If, notwithstanding the other terms of this Agreement, we are determined to have any liability to you or any other third party, the parties agree that our aggregate liability will be limited to the total Commission amounts you have actually earned for the related Customer Purchases in the three- month period immediately preceding the event giving rise to a claim.
4. Gumroad Affiliate Dashboard.
We disclaim all liability with respect to the Gumroad Affiliate Dashboard that you use. We do not promise to make the Gumroad Affiliate Dashboard available to you, and may choose to do so, or not to do so in our discretion.
5. Cookie Duration.
Cookies used as part of the Gumroad Affiliate Dashboard have a set duration of 30 days. If a potential customer clears their cookies during this period, we shall not be liable for any commissions that may have been owed to you.
GENERAL
1. Amendment; No Waiver.
We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update of change this Agreement, the updated Agreement will be made available to you via Gumroad Affiliate Dashboard and/or by email. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above in the ‘Term and Termination’ section. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
2. Applicable Law.
This Agreement shall be governed by the laws of the Republic of Singapore, without regard to the conflict of law’s provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action will be in the courts in the Republic of Singapore.
3. Force Majeure.
Neither party will be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
4. Actions Permitted.
Except for actions for non-payment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
5. Relationship of the Parties.
Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
6. Compliance with Applicable Laws.
You shall comply and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.
7. Severability.
If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
8. Entire Agreement.
This Agreement is the entire agreement between us for the Affiliate Programme and supersedes all other proposals and agreements, whether electronic, oral, or written between us. We object to and reject any additional or different terms proposed by you, including those contained in your acceptance or website.
9. Assignment.
You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganisation, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganisation, sale of all or substantially all of our assets, change of control or operation of law.
10. No Third-Party Beneficiaries.
Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
11. Programme Policies.
We may change the Programme Policies from time to time. Your participation in the Affiliate Programme is subject to the Programme Policies, which are incorporated herein by reference.
12. No Licenses.
We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, our trademarks, products, or any other property or right of ours.
13. Sales by Ada Riggo.
This Agreement shall in no way limit our right to sell Ada Riggo products and future products directly or indirectly, to any current or prospective customers.
14. Authority.
Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
15. Survival.
The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers’, and ‘General’.
THE REMAINDER OF THIS PAGE HAS PURPOSELY BEEN LEFT BLANK.
SEE SUBSEQUENT PAGES FOR AFFILIATE POLICIES.
Affiliate Policies
All Ada Riggo Affiliates are required to complete the programme Agreement and remain in compliance with these terms. This list contains everything you need to know to be an Ada Riggo Affiliate, including resources, recommendations, and some legal terms.
COMMISSION
1. Commission rate.
Available commissions are set forth in the Gumroad Affiliate Dashboard. Commissions are based on customer’s purchase and calculated based on final sale amount (including taxes and fees) at the rates set forth in the Gumroad Affiliate Dashboard or if applicable, the Affiliate Programme Brief.
2. Limitations.
a. You will receive commission for the purchase made by a customer who is not in an active sales process with us at the time of the affiliate link click.
b. Commissions will still be counted if a user clicks the Affiliate Link, leaves the page linked to it and returns to make their purchase, provided they return within the cookie duration.
c. Affiliates links rely on cookies to track referrals. Therefore, if cookies get cleared, we may not be able to track these events.
d. Cookie duration is stated in Gumroad and Affiliate Programme Brief.
e. Only affiliate links can be used to track referrals. Incorrect use of affiliate links will cause inability to track referrals.
3. Subsequent Purchases.
You do not receive additional commission if a customer makes subsequent purchases of the same product or other Ada Riggo products in the future unless the subsequent purchase is also made through your Affiliate Link.
4. Attribution.
In the event a single customer clicks two different affiliate links, the last affiliate gets the credit. We do not have control over this as Gumroad sets these terms.
PROMOTING THE NOISY BRAIN COOKBOOK
1. What to call yourself.
As we may have multiple ways to partner with Ada Riggo and several ways to reference those relationships, here are some guidelines around what you can and cannot call yourself within the Noisy Brain Affiliate Programme.
You can refer yourself as a “Noisy Brain Affiliate”, “Ada Riggo’s Affiliate” or “Affiliate Marketer”, but do not refer to yourself as a “Partner” or that you’ve “partnered with Ada Riggo”. This includes press releases, references in videos, listings on your website, or in any other marketing material you may be using.
2. Sharing placements.
When requested, you’ll share the places you’ve used your affiliate link(s). This includes, but not limited to, links, screenshots, and email sends.