Affiliate Program Terms

These Affiliate Program Terms (“Terms”) govern your participation in the Fudge Affiliate Program (the “Program”) operated by Fudge It, Inc. (“Fudge,” “we,” “us,” or “our”). They form a binding agreement between Fudge and you, the applicant (“Affiliate,” “you,” or “your”).

In these Terms, “Customer” means a business or individual referred by the Affiliate that creates a paid Fudge account in accordance with these Terms.

By applying to, accepting acceptance into, or otherwise participating in the Program, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not participate in the Program. If you have any questions, contact us at [email protected].

1. Enrollment and Eligibility

Participation in the Program is by application and is granted at Fudge’s sole and absolute discretion. We may accept, reject, or revoke any application at any time, for any reason or no reason, without liability.

To participate, you must be at least the age of majority in your jurisdiction, capable of entering into binding contracts, and not barred from receiving payments or doing business with Fudge under any applicable law. You are responsible for providing and maintaining accurate, current, and complete information, including valid tax and payment details. Acceptance into the Program does not create any employment, agency, partnership, joint venture, or franchise relationship; you participate solely as an independent contractor.

2. Referral Tracking and Attribution

A referral is only eligible for commission if all of the following conditions are met, as determined by Fudge:

• The Affiliate notified Fudge that the prospective Customer is a referral, in the manner specified by Fudge, before that Customer began a trial, created an account, or otherwise engaged with the Services; and
• The Customer was not already a Fudge customer and was not already in contact, negotiation, or an existing sales process with Fudge at the time of the referral; and
• The referral was generated through means permitted under these Terms.

Fudge’s records and tracking systems are the sole and definitive source of truth for determining whether a referral is valid, which Affiliate (if any) is credited, and the amount of any commission. Where two or more Affiliates claim the same Customer, Fudge will, in its sole discretion, determine attribution or decline to credit any Affiliate. Fudge does not guarantee the accuracy, availability, or continuity of any tracking method and is not liable for referrals that are not tracked or recorded for any reason.

3. Commissions

Subject to these Terms, the Affiliate may earn a commission when a referred Customer upgrades to a paid plan and remains in good standing. The applicable commission rate, eligible revenue base, and duration are set individually for each Affiliate and communicated to the Affiliate in writing by Fudge. Unless otherwise agreed in writing, commission applies only to a limited initial period of each Customer’s subscription, as specified by Fudge.

Commissions are calculated on net revenue, meaning amounts actually received and retained by Fudge after deducting refunds, chargebacks, credits, discounts, promotional adjustments, taxes, payment-processor and platform fees (including Shopify fees), and any other costs or adjustments Fudge applies. Commissions are earned only once the corresponding funds are received and become non-refundable to the Customer; amounts that are pending, disputed, uncollected, or subsequently reversed are not commissionable.

Fudge may change commission rates, structures, eligibility criteria, and the eligible revenue base at any time, in its sole discretion, on a prospective basis. Your continued participation after any such change constitutes acceptance of it.

4. Payments

Commissions are paid on a quarterly basis. To allow time for refunds, chargebacks, and reconciliation, each payout is made approximately 30 days after the end of the quarter in which the relevant Customer payments were received and cleared.

Payments are issued only once the Affiliate’s accumulated, confirmed balance reaches a minimum threshold of 500 USD. Any balance below this threshold rolls over to subsequent quarters until the threshold is met. Fudge may set, adjust, or waive this threshold at its discretion.

The Affiliate is solely responsible for providing valid payment and tax information and for all taxes, fees, and charges arising from commissions received. Fudge may withhold amounts as required by law. Commissions are paid in US dollars, and the Affiliate bears any currency-conversion or transfer costs. Fudge is not responsible for payments delayed or lost due to incorrect, incomplete, or outdated Affiliate information.

If an Affiliate fails to claim a payment, or Fudge is unable to remit a payment due to missing or invalid information, for a period of twelve (12) months, the associated balance is forfeited. Fudge may also set off against any Affiliate balance any amounts the Affiliate owes to Fudge.

5. Refunds, Chargebacks, and Adjustments

If a Customer receives a refund or credit, initiates a chargeback, or if any transaction is otherwise reversed, cancelled, or deemed fraudulent, any commission previously paid or accrued on the affected amount will be reversed and deducted from the Affiliate’s current or future balance. If the Affiliate’s balance is insufficient, the Affiliate agrees to repay the deficit to Fudge promptly on request. Fudge may withhold or delay payments where it reasonably anticipates refunds, chargebacks, or disputes.

6. Affiliate Obligations and Conduct

The Affiliate must, at all times:

• Share only accurate, truthful, and current information about Fudge and the Services;
• Clearly present themselves as an independent affiliate and never imply they are employed by, partnered with, or acting on behalf of Fudge;
• Not represent their relationship with Fudge in any false, misleading, or disparaging manner;
• Comply with all applicable laws, regulations, and platform policies, including those governing advertising, marketing, endorsements, data protection, anti-spam (e.g., CAN-SPAM, GDPR, CASL), and the disclosure of affiliate relationships.

The Affiliate must not:

• Use any paid online advertising, search engine marketing, or bidding on Fudge’s name, trademarks, or variations or misspellings thereof, without Fudge’s prior written consent;
• Manipulate, falsify, or interfere with referral tracking, or generate referrals through deceptive, automated, incentivized, or fraudulent means;
• Distribute unsolicited or bulk email, messages, or postings referencing Fudge;
• Refer themselves, refer related parties, or create or arrange accounts on behalf of others to generate commissions;
• Register domain names, social media handles, or app names containing Fudge’s trademarks or confusingly similar terms;
• Make any representation, warranty, or guarantee regarding the Services beyond materials expressly authorized by Fudge;
• Engage in any activity that may harm, in Fudge’s sole judgment, the reputation, goodwill, or interests of Fudge.

The Affiliate is solely responsible for its marketing activities and bears all associated costs and liabilities. Fudge does not reimburse any Affiliate expenses.

7. Brand and Intellectual Property

Fudge may make certain trademarks, logos, and marketing materials available to the Affiliate solely for use in promoting the Services during participation in the Program. These materials may not be altered, modified, or used in any unauthorized manner, and all use must comply with any brand guidelines Fudge provides.

Fudge grants only a limited, revocable, non-exclusive, non-transferable, royalty-free license to use such materials strictly for permitted promotional purposes. No trademark, copyright, or other intellectual property ownership is transferred. All goodwill arising from the Affiliate’s use of Fudge’s marks inures solely to Fudge. Fudge may revoke this license at any time, and upon revocation or termination the Affiliate must immediately cease all use of Fudge’s marks and materials.

8. Disclaimer of Earnings; No Guarantee

Participation in the Program does not guarantee any minimum level of referrals, commissions, or income. Any examples of potential earnings are illustrative only. Fudge makes no representation or warranty regarding the Program’s availability, performance, or profitability, and may modify, suspend, or discontinue the Program, in whole or in part, at any time.

9. Confidentiality

The Affiliate may receive non-public information regarding Fudge, its Customers, pricing, commission terms, and business operations (“Confidential Information”). The Affiliate must keep all Confidential Information strictly confidential, use it solely to participate in the Program, and not disclose it to any third party. This obligation survives termination of these Terms. The individually negotiated commission terms applicable to the Affiliate are Confidential Information.

10. Term and Termination

These Terms apply for as long as the Affiliate participates in the Program. Either party may terminate participation at any time, for any reason, with or without notice.

If the Affiliate terminates, or if Fudge terminates due to the Affiliate’s actual or suspected breach of these Terms, fraud, or unlawful or harmful conduct, all unpaid and accrued commissions are forfeited and no further commissions will be paid. If Fudge terminates for any other reason, any confirmed and undisputed balance that has met the minimum payout threshold will be paid within 60 days, subject to reversal for subsequent refunds or chargebacks.

Upon termination, the Affiliate must immediately cease all promotion of the Services and all use of Fudge’s marks and materials. Sections that by their nature should survive termination (including those relating to payments owed to Fudge, refunds and chargebacks, intellectual property, confidentiality, disclaimers, indemnification, limitation of liability, and governing law) will survive.

11. Indemnification

The Affiliate agrees to defend, indemnify, and hold harmless Fudge and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the Affiliate’s participation in the Program, marketing activities, representations regarding Fudge, breach of these Terms, or violation of any law or third-party right.

12. Disclaimer of Warranties and Limitation of Liability

The Program and all related materials are provided “as is” and “as available,” without warranties of any kind, whether express or implied. To the maximum extent permitted by law, Fudge disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by law, Fudge’s total aggregate liability arising out of or relating to the Program will not exceed the total commissions actually paid to the Affiliate by Fudge in the three (3) months immediately preceding the event giving rise to the claim. In no event will Fudge be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, revenues, or business opportunities, even if advised of the possibility of such damages.

13. Modifications to These Terms

Fudge may modify these Terms or any aspect of the Program at any time, in its sole discretion. We will post the updated Terms in the Services or otherwise make them available. Your continued participation after any modification constitutes acceptance of the updated Terms. It is your responsibility to review these Terms periodically.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. You agree that any dispute arising out of or relating to these Terms or the Program will be resolved exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of those courts.

15. Miscellaneous

• Entire Agreement: These Terms, together with any individually communicated commission terms and any other terms Fudge incorporates by reference, constitute the entire agreement between you and Fudge regarding the Program and supersede all prior discussions, agreements, or understandings.
• Independent Contractor: Nothing in these Terms creates any employment, agency, partnership, or joint venture relationship.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without Fudge’s prior written consent. Fudge may assign these Terms freely.
• Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
• No Waiver: Fudge’s failure to enforce any right or provision is not a waiver of that right or provision.
• Conflict: In the event of any conflict between these Terms and the Fudge Terms of Service, these Terms govern with respect to the Program.

16. Contact Information

If you have questions about these Terms or the Program, contact:

Fudge It, Inc.
Email: [email protected]

These Affiliate Program Terms are provided for informational purposes and do not constitute legal advice.