Reading.com Marketing Affiliate Program Agreement
Reading.com Marketing Affiliate Program Agreement
Last Modified: June 9, 2023
PLEASE READ THIS MARKETING AFFILIATE PROGRAM CAREFULLY. If you have any questions or concerns about this contract, please contact affiliates@reading.com for assistance.
This is a contract between you (the “Affiliate”) and us Reading.com LLC, with an office at 207 CALLE DEL PARQUE SAN JUAN, PUERTO RICO 00912 (the “Company”). It is a legal document so some of the language is “necessarily” legalese, but we have tried to make it as readable as possible.
This Marketing Affiliate Program Agreement (“this Agreement”) applies to your participation in our Marketing Affiliate Program (the “Affiliate Program”). By creating an affiliate profile through our Rewardful Affiliate Program platform and utilizing the affiliate link that is designated to your affiliate account, you agree to the terms and conditions listed in this legal document. If at any point, an Affiliate materially breaches the terms
and conditions of this Agreement and such breach is not cured within thirty (30) days, the Affiliate partnership will be terminated; if we determine that the Affiliate is acting, or has acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers, the Affiliate partnership will be terminated immediately, all pursuant to Section 15 of this Agreement.
We periodically update these terms. We might also choose to replace these terms in their entirety, if, for example, the Affiliate Program changes or ends. If we update or replace the terms, we will let you know via electronic means. If you don’t agree to the update or replacement, you can choose to terminate the Affiliate partnership in accordance with Section 14 of this Agreement.
Affiliate Acceptance
Once you sign up for a Reading.com Affiliate account through Rewardful.com and utilize your assigned Affiliate link, you agree to the terms and conditions listed in this Agreement document.
You shall comply with the terms and conditions of this Agreement at all times, including any applicable program policies.
1. Your Responsibility. As a participant in the Affiliate Program, you will market and promote through social media or through referrals, our products and services in exchange for a commission on any resulting sales in accordance with the terms and conditions set forth in this Agreement. You will tag Instagram: @_readingcom, Facebook: @readingcom, or YouTube: @_readingcom on your social media channels when promoting the Reading.com app on social media.
2. Scope of Activities. You will promote our products or services by placing links or banners on your website, by promoting our products or services on social media, by sending email campaigns, or by word-of-mouth. You will not engage in any activities that could damage our reputation or harm our business in any way. Reading.com reserves the right to restrict or prohibit any promotional activities at its sole discretion.
1. Guidelines. Affiliate’s creative should be family-friendly and
kid-appropriate, excluding profane language, adult substances, etc. Influencer posts that mention Company shall not mention specific
competitors such as HOMER, Savvy Reading, Reading Eggs, or Hooked on Phonics. All blog posts, social media statuses, tweets, and/or
comments should be in good taste and free of inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, gender identity, religion, nationality, disability, sexual orientation, and/or age.
2. All visual and other assets made available to you by us, remain our property. You shall not have, obtain, claim or alter any right, title or interest in or to our name, trademarks, logos, wordmarks and/or branding assets. You shall not attempt to obtain a trademark or copyright claim for any such materials. All such use shall inure to the sole benefit of the Company.
3. Our Right To Request Changes or Deletion. We may monitor your social media activity as it relates to the promotion of our products and services, and if at our discretion, we determine that you are not properly representing our products and services, or if we determine that changes are required, then you agree to make all the changes that we request, immediately, including deletion of creative if necessary. If you refuse to do so, this Agreement and the Affiliate partnership with you will be terminated immediately in accordance with Section 15 of this Agreement.
4. Our Right To Republish. We have the right to use any promotional or marketing materials you have created to promote our products and services for our own promotional or advertising use and for any other business use, as we deem suitable.
5. Customer Inquiries. In the event that prospects require product information then you agree to direct all product and service inquiries to us, at
support@reading.com.
6. Commission Structure. You will receive a commission as outlined in Schedule 1 on the sale price for each sale generated through your efforts. You will also be eligible for any bonuses or incentives that we may offer to you. You are not entitled to any other compensation. Reading.com is not responsible for any additional costs you inquire when promoting the Reading.com app.
1. Sales Eligible for Commission. Only sales made directly online at Rreading.com are eligible for commission. The customer must use the Affiliate’s link provided to you, the Affiliate by Reading.com and Rewardful, at checkout.
2. Sales Not Eligible for Commission. A sale is not eligible for a commission if a refund is issued, the credit card is suspected to be fraudulent or if the sale is, otherwise, suspected to be fraudulent or if we determine that a sale conflicts with any other commission structure(s) or agreement(s).
7. Commission and Payment. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement; (ii) completed all steps necessary to create your Rewardful account with us, in accordance with our directions; (iii) have a valid and up-to-date payment method in your Rewardful account, as required; and (iv) completed any and all required tax documentation, as required and/or applicable in order to process any payments
that may be owed to you. You will be notified electronically if additional documentation is needed.
8. Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 7(i-iv) remain outstanding for six (6) months immediately following the close of a customer transaction, then your right to receive Commission arising from any and all customer transactions with the associated customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 7(i-iv), then you will be eligible to receive commission on customer transactions, as long as these customer transactions do not involve the same Customer associated with a Forfeited Transaction.
9. Commission Payment. We will determine the currency in which we pay the commission, as well as the applicable conversion rate. We will not pay more than one commission payment or other similar referral fee on any given customer transaction (unless we choose to in our sole discretion).
10.Taxes and Fees. You are responsible for payment of all taxes and fees (including bank fees) applicable to the commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
11. Commission Amounts. We reserve the right to alter or change the commission amount.
12.Acceptance and Validity. You will only be eligible for a commission payment for any customer transactions that derived from your leads and efforts. An Affiliate lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or ninety (90) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate lead in our reasonable discretion.
13.Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
14.Termination For Agreement Change. If we update or change the terms of this Agreement, you may terminate this Agreement by deleting your Reading.com Rewardful affiliate account and no longer sharing your affiliate link.
15.Termination For Cause. We may terminate this Agreement (i) upon thirty (30) days notice to you if there is a material breach, and if such breach remains uncured at the expiration of such period, (ii) 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; (iii) immediately, if we become insolvent; (iv) immediately, if we cease operations; and (iv) upon the death of a natural person, who is a party to this Agreement.
16.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.
17.Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY OF OUR PRODUCTS AND SERVICES AND THE AFFILIATE PROGRAM. OUR PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO OUR PRODUCTS AND SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
18.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.
19.Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY 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
TRANSACTIONS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
20.Transferable. This Agreement or any rights herein may not be subcontracted or assigned by the Affiliate.
21.Non-Exclusive. This Agreement does not create an exclusive agreement between you and us.
22.Confidentiality. 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) our customer and prospect information, whether or not otherwise designated as confidential. 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. 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 laws, decrees or indefeasible judicial or administrative decisions, the Receiving Party and/or its representatives shall disclose this information in an appropriate extent and shall notify the Disclosing Party of such obligation immediately
23.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 (and/or our officers, directors, employees, agents, service providers, licensors, and/or affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, and (c) your noncompliance with or breach of this Agreement. 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 a 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; and/or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
24.Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, pandemic, 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.
25.Compliance with Applicable Laws. You shall comply with all applicable foreign and domestic laws (including without limitation export laws, and laws applicable to sending of unsolicited email and data protection and GDPR requirements, to the extent relevant), governmental regulations, enactments, regulatory policies, ordinances, and judicial administrative orders. 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.
26.Governing Law. This Agreement and any dispute or claim arising out of, or in connection with it, shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico without giving effect to the principles of conflict of laws thereof.
27.Entire Agreement. This Agreement and its schedules constitute the entire agreement between the parties and supersede all prior agreements or understandings, whether written or oral.
28.Amendments. This Agreement may not be amended or modified except in writing, signed by both parties.
29.Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable in any respect, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.
30.Counterparts. This Agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be deemed as an
original, and such counterparts taken together shall constitute one and the same agreement.
SCHEDULE 1
Commission and Currency
Commission Rates
Affiliate: $6 per sale (The first payment of a subscription generated by the Affiliate’s link)
If an interested Affiliate has over 30,000 followers on a social channel, please email affiliates@reading.com to negotiate an alternative commission rate. Contracts will be created separately for that Affiliate if an agreement is made.’
Payout Currency
Commissions will be paid out in US dollars. Any PayPal fees shall be deducted from the commission. Commission will be paid at the end of the following month in which the sale was made in order to adjust for refunds and discrepancies. There is a minimum payout threshold of $50.