This Agreement contains the complete terms and conditions that apply to your participation in our Affiliate Program. As used in this Agreement, “we” or “us” refers to Sugar & Cloth, LLC., it’s officers, managers, employees, and owners; and “you” refers to the applicant. You must be 18 years of age or older to enter into this Agreement with us.
1. Enrollment. To enroll in the Sugar & Cloth Affiliate Program (the “Affiliate Program”), you must receive an invitation from us to join our Affiliate Program. You must complete an application, agree to these terms and conditions, provide us with a current and completed IRS Form W-9 (for US Residents), and register with Gumroad, Inc., our Affiliate Program provider. Upon receipt of your application we will evaluate it and notify you of its acceptance or rejection.
Although we hope your application will be successful, we reserve the right to reject applications for any or no reason. For example, we may reject your application if we determine your site is unsuitable for our Affiliate Program. Reasons for rejection include, but are not limited to:
Promotes sexually explicit materials
Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
Promotes illegal activities
Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
Includes “Sugar & Cloth” or variations or misspellings thereof in its domain name or meta data.
Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
Purchase or bid for placement of any of Sugar & Cloth trademarked company names and any variation of our trademarked name.
If we reject your application, you are welcome to reapply to the Affiliate Program at any time. You should also note that if we accept your application and your site is later determined, in our sole and absolute discretion, to be unsuitable for the Affiliate Program, we may terminate this Agreement. We will not be liable to you for any costs, damages, or lost profits as a result of our termination of this Agreement.
2. Gumroad Account. To be part of our Affiliate Program you must have an active account in good standing with Gumroad, Inc. (“Gumroad”). You agree to provide valid and true information to Gumroad to establish your account, and as a requirement to participate in our Affiliate Program.
3. Disclosure. You may mention your membership in our Affiliate Program on your website and social media, as well as place product links, creative assets, and HTML widgets on your site. By placing these affiliate links, codes, and designations on your site, you agree that all mentions, links, and advertisements related to the Affiliate Program will be compliant with any and all state and federal laws and regulations regarding disclosure. You shall indemnify and hold harmless Sugar & Cloth from any and all liability related to your non-disclosure.
4. Tracking Links. Gumroad links include tracking codes unique to your account. You agree to share these link only on your website and social media, or in your business-related emails to individuals who have agreed to receive such information. Tracking links and HTML code is exclusive to your account and may not be posted publicly on forums or in violation of any website terms of service. We reserve the right to change, modify, add, or discontinue any links at any time without notice. We are not responsible for any errors or omissions related to tracking links which fail to attribute any sale to your account.
5. Limitations. As a member of the Affiliate Program, you may not post prices for any of the products. Prices will be available to visitors who click the link or, if enable, on widgets generated on your Gumroad dashboard when the visitor is on our website. We reserve the right to change the price of, offer discounts for, or discontinue sale of our products or services at any time without notice or liability to you.
6. Commission. At the time of this Agreement, subject to change upon notice at any time, the commission rate for members of our Affiliate Program is 40% of the net sale price paid during a Session. A “Session” shall mean the period of time beginning upon a visitor’s entry to our site via a customized tracking link (regardless of whether the visitor leaves and then returns to the site) and ending upon expiration or deletion of the cookie which will be set.
“Net Sales” shall mean gross sales from Qualifying Purchases less any discounts, taxes, returns, or service charges.
“Qualifying Purchases” shall mean a purchase of a product or service offered on our site which is paid for in full with a valid credit card and is not cancelled, invalidated, or refused for any reason.
Any Session in progress will automatically terminate upon the expiration or termination of this Agreement or upon the visitor deleting our cookie.
Note regarding “Cookies”: To keep track of the Session, we use a small file called a “cookie” that is placed on the visitor’s computer. Some web browsers permit users to elect not to receive cookies. Only visitors who accept cookies can be tracked for the purpose of calculating commissions. You understand that no commission can be paid for any purchase made by a visitor who does not accept “cookies” or who has deleted our “cookies” during a Session. Cookies are a function of the Gumroad platform and we are not responsible for any failure of the session tracking or cookie management features.
7. Payments. All earnings and payments to you will be handled through Gumroad and you will be able to manage your commission account through your Gumroad dashboard. It may take up to 30 days for your Gumroad account to reflect a sale and any associated commission. We are not responsible for any failure by Gumroad to provide you and earnings or payments once we have approved or authorized such amounts. You are responsible for all federal, state, and local taxes related to any and all payments received through this Affiliate Program, regardless of whether we provide you an IRS Form 1099-MISC for payments made during the tax year.
8. Our Customers. Customers who buy products through this Affiliate Program will be deemed to be our customers. Accordingly, all rules, policies, and operating procedures concerning customer orders, customer service and product sales from and by Sugar & Cloth will apply to those customers. In addition, the terms, conditions, and policies of our site will apply to the visitors’ conduct and their rights and obligations while visiting our site. We have the right to change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Affiliate Program in accordance with our own pricing policies. Because product prices and availability may vary from time to time, we cannot permit you to include pricing or product descriptions on your site independent of the materials we provide in the tracking links. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. You are responsible for periodically visiting, reviewing and becoming familiar with the terms and conditions sections of our website, which are incorporated into this Agreement by reference.
9. Ownership and License. We hereby grant you a limited, non-exclusive, nontransferable, non-sub licensable, revocable right to use the images and text we are providing to you solely for the purpose of creating links from your site to ours. You may not modify any image or text, or any other of our images, in any way, or engage in “site framing” or similar processes. We reserve all of our rights in the images and text, any of our trade names, trademarks, domain names, copyrights, trade dress, and any other intellectual property rights.You agree to follow our guidelines for use of our trademarks, as those guidelines may change from time to time. In addition, you agree not to use our trademark in any search engine keyword optimization. We may revoke your license at any time by giving you written notice. You also agree that you shall use the tracking links, images, and HTML widgets only to link to our site and to promote your ability to do so pursuant to this Agreement. You agree that you shall not present the tracking links or any images comprising them in combination with any other name or mark, in connection with your own goods or services, or in any manner that may suggest or imply that you or your goods or services are supplied by, sponsored by, endorsed by, or affiliated with Sugar & Cloth, our owners, our managers, or our employees.
10. Your Site. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
The technical operation of your site and all related equipment
Posting and maintaining links to our site
The accuracy and appropriateness of materials posted on your site
Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
Ensuring that materials posted on your site are not libelous or otherwise illegal. We specifically disclaim any and all liability for these matters.
Further, you will indemnify and hold us harmless from all liability, claims, damages, and expenses (including, without limitation, reasonable attorneys’ fees) relating to the development, operation, maintenance, and contents of your site.
11. Term and Termination. The Term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination in accordance with the notice provision of this Agreement. Upon the termination of this Agreement for any reason you will immediately cease use of, and remove from your site, all links to our site, and all of our trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Affiliate Program. You are only eligible to earn Commission on Qualifying Purchases occurring during the term, and Commission earned through the date of termination will remain payable only if the related orders are not cancelled. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
12. Modifications. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site or providing you with notice to your email on file. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THREE DAYS AFTER OUR POSTING OR NOTIFICATION OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
13. Your Relationship. You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Agreement. This is a binding contract between you and us. By completing the application and by indicating your agreement to these terms and conditions, you indicate your willingness to be bound by this Agreement.
14. Limited Liability. We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising out of or in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.
15. Warranties. We make no express or implied warranties or representations with respect to the Affiliate Program or any products or services sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site or the links, tracking links, graphics, or HTML widgets will be uninterrupted or error-free, or will not be re-routed or “black holed.” As a result, we might temporarily be unable to capture information regarding tracking links. We will not be liable for the consequences of any such interruptions or errors. The Affiliate Program is intended for commercial use only. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS OR MAINTAIN AFFILIATES ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
16. Notices. Notices to you are effective if provided in writing to the postal addresses, electronically to the e-mail address set forth in the application, or if posted on our website. Notice to us may be given in writing to Sugar & Cloth, LLC 2001 Commerce Street, Studio 210, Houston, TX 77002, Attention Affiliate Marketing Program; or by e-mail at [email protected] This Agreement will be governed by the laws of the State of Texas without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Houston, Texas and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
17. Non-US Affiliates. Our Affiliate Program is open to non-US residents. If you are not a US resident, you acknowledge and agree that you are solely responsible for any and all taxes on the income you receive as a result of this Affiliate Program. You must report your residence in completing your registration with Gumroad. It is your sole responsibility to report your income to your taxing authority and pay the taxes imposed on those earning. We will not be providing you with any earnings reports. All amounts earned will be based on US Dollars and any currency conversion is for convenience and may not accurately reflect your earnings in your local currency. By participating in this Affiliate Program you agree to be bound by this Agreement and agree to the dispute resolution provisions set forth in this Agreement.