Affiliate Program Terms and Conditions

These Affiliate Program Terms and Conditions (the “Agreement”) govern your participation in the Noema Affiliate Program (the “Program”), operated by Noema LLC (“Noema,” “we,” “us,” or “our”). By enrolling in, accessing, or participating in the Program — including through any third-party affiliate platform or network we use to administer the Program (an “Affiliate Network”) — you (“Affiliate,” “you,” or “your”) agree to be bound by this Agreement.

If you do not agree to this Agreement, do not enroll in or participate in the Program.

1. Definitions

• “Services” means the Noema products and services, including the websites at getnoema.ai, the Noema Shopify application, and the Noema mobile applications.
• “Affiliate Link” means a unique tracking URL, code, or coupon that we (or the Affiliate Network) assign to you to track Referrals.
• “Referral” means a prospective customer who clicks your Affiliate Link and arrives at the Services.
• “Referred Customer” means a new customer who signs up for and purchases a paid subscription to the Services as a result of a valid Referral, as determined by our tracking systems.
• “Qualified Sale” means a payment from a Referred Customer that has (a) been received and cleared by Noema, (b) passed any applicable trial, refund, and chargeback window, and (c) not been flagged as fraudulent, self-referred, or otherwise invalid under this Agreement.
• “Commission” means the amount payable to you for a Qualified Sale, as described in Section 5 and the then-current Program terms or your Affiliate Network dashboard.
• “Attribution Window” (or “cookie window”) means the period after a Referral’s click during which a resulting subscription will be credited to you, as described in Section 5.

2. Enrollment and Eligibility

2.1 To participate, you must enroll through our designated sign-up process or Affiliate Network and provide accurate, complete information. You must keep that information current.

2.2 You must be at least 18 years old and able to form a legally binding contract. You must not be located in, or a resident of, any jurisdiction subject to comprehensive U.S. sanctions, and you must not be on any U.S. government restricted-party list.

2.3 Approval is at our sole discretion. We may approve, reject, suspend, or remove any applicant or Affiliate at any time, for any reason or no reason, without liability. Enrollment does not create any obligation for us to accept you into the Program.

2.4 The Program is void where prohibited by law.

3. Relationship of the Parties

3.1 You are an independent contractor, not an employee, agent, partner, joint venturer, or franchisee of Noema. This Agreement does not create any employment, agency, partnership, or fiduciary relationship.

3.2 You have no authority to make any representation, warranty, commitment, or agreement on behalf of Noema, to bind Noema in any way, or to incur any obligation or liability on Noema’s behalf. You must not represent that you have such authority.

3.3 You are solely responsible for all costs and expenses you incur in connection with the Program, and for your own personnel, equipment, and taxes.

4. License to Use Brand Assets

4.1 Subject to your compliance with this Agreement, Noema grants you a limited, non-exclusive, non-transferable, revocable license to use the Noema name, logos, and marketing materials we expressly provide or approve (collectively, “Brand Assets”), solely to promote the Services and only during the term of this Agreement.

4.2 You must use Brand Assets only in the form we provide and in accordance with any brand guidelines we publish. You must not alter, modify, or create derivative works of Brand Assets without our prior written consent.

4.3 All goodwill arising from your use of the Brand Assets inures solely to Noema. You acquire no right, title, or interest in the Brand Assets except the limited license in this Section. You must not register or attempt to register any Noema trademark, domain name, social media handle, or confusingly similar mark.

4.4 Upon termination of this Agreement or upon our request, you must immediately cease all use of the Brand Assets.

5. Commissions

5.1 We will pay you a Commission of 20% of the recurring subscription revenue actually received and cleared by Noema from each Referred Customer, for the duration of that customer’s active paid subscription, subject to the qualification, holding, and clawback terms in Sections 5 and 6. Commission applies to subscription fees only and excludes taxes, shipping, third-party processing fees, discounts, credits, and any non-subscription charges.

5.2 Attribution Window. A subscription is credited to you only if the Referred Customer’s purchase occurs within ninety (90) days of their most recent click on your Affiliate Link. Attribution is determined on a last-click basis: where a customer clicks links from more than one Affiliate, the most recent valid Referral within the Attribution Window receives credit.

5.3 We may change Commission rates, the Attribution Window, qualification criteria, and all other Program terms at any time by posting updated terms or notifying you through the Affiliate Network. Changes apply prospectively to Referrals and sales occurring after the change takes effect. Your continued participation after a change constitutes acceptance.

5.4 A sale is credited to you only if our tracking systems (or the Affiliate Network’s) record a valid Referral within the Attribution Window. Our records and determinations regarding tracking, attribution, and qualification are final and binding, absent manifest error.

5.5 Commissions are earned only when a sale becomes a Qualified Sale. No Commission is owed on subscriptions that are cancelled, refunded, charged back, fraudulent, or that fail to clear the applicable trial, refund, or qualification window.

6. Payment Terms

6.1 Commissions are paid through the Affiliate Network or other method we designate, subject to a minimum payout threshold and on the payment schedule published in the Program terms (for example, monthly, net 30 after the close of the month in which the sale became a Qualified Sale).

6.2 Holding period and reserves. We may hold Commissions for a reasonable period to account for refunds, cancellations, and chargebacks, and may maintain a reserve against anticipated reversals.

6.3 Clawbacks and reversals. If a sale on which a Commission was paid is later refunded, cancelled within the refund window, charged back, or determined to be invalid, fraudulent, or self-referred, we may reverse the corresponding Commission and deduct it from current or future Commission payments, or invoice you for the amount, at our discretion.

6.4 Taxes. You are solely responsible for all taxes on Commissions you receive. You must provide a valid IRS Form W-9 (U.S. persons) or applicable Form W-8 (non-U.S. persons), and any other tax documentation we reasonably request, before we are obligated to pay. We may withhold payment until valid documentation is received, and may withhold or report amounts as required by law. We may issue an IRS Form 1099 or equivalent where required.

6.5 No payment for non-compliant or fraudulent activity. We are not obligated to pay any Commission arising from activity that violates this Agreement, and we may withhold and permanently forfeit such Commissions.

6.6 Unclaimed or inactive accounts. If your account is inactive or you fail to provide valid payment or tax details for an extended period (for example, twelve months), or if your accrued balance never reaches the minimum payout threshold, we may forfeit unpaid Commissions to the extent permitted by law.

6.7 Except as expressly stated, Commissions are the sole and complete compensation under the Program. You are not entitled to any payment for clicks, leads, impressions, or sales that are not Qualified Sales.

7. Promotional Conduct — Permitted and Prohibited

7.1 You will promote the Services lawfully, ethically, and in a manner that reflects positively on Noema. You will comply with all applicable laws and regulations, including the U.S. CAN-SPAM Act, the FTC Act and FTC endorsement/disclosure guidelines, the Telephone Consumer Protection Act, GDPR/UK GDPR and CCPA/CPRA (where applicable), and all anti-spam, advertising, consumer-protection, data-protection, and anti-bribery laws.

7.2 FTC and disclosure requirements. You must clearly and conspicuously disclose your material connection to Noema (i.e., that you may earn a Commission) wherever you promote the Services, in accordance with FTC guidelines and applicable law.

7.3 Prohibited methods. You must not, directly or indirectly:

• (a) Send unsolicited bulk email, SMS, or messages (“spam”), or any communication that violates anti-spam laws;
• (b) Bid on, or use in paid search/PPC, the “Noema” name, our trademarks, our domains, or any confusingly similar terms, typos, or variations (including “Noema” + keyword combinations), or use display URLs that include our domain;
• (c) Register or use domain names, subdomains, social handles, app names, or business names that include our trademarks or are confusingly similar to them (no typosquatting or cybersquatting);
• (d) Engage in cookie stuffing, forced clicks, hidden iframes, pop-unders, adware, malware, browser extensions that inject links, or any technical method that generates Referrals or cookies without a genuine, intentional user click;
• (e) Make false, misleading, exaggerated, or unsubstantiated claims about the Services, including guarantees of results, pricing, features, performance, rankings, or AI outcomes that we have not authorized in writing;
• (f) Self-refer — you may not earn a Commission on your own purchase, your household’s purchases, purchases by entities you own or control, or purchases for which you provide a rebate, cashback, or other incentive to circumvent these terms;
• (g) Offer unauthorized coupons, discount codes, rebates, or “deal/coupon site” promotions, or represent that codes exist when they do not;
• (h) Promote the Services on, or alongside, content that is unlawful, defamatory, obscene, sexually explicit, hateful, discriminatory, harassing, infringing, or otherwise objectionable, or on sites that promote illegal activity;
• (i) Generate Referrals through incentivized traffic, bots, automated scripts, click farms, fake accounts, or any artificial or fraudulent means;
• (j) Misrepresent yourself as Noema, as an agent or employee of Noema, or as the official Noema website or support channel; impersonate Noema in email, SMS, social media, or advertising;
• (k) Use the Brand Assets in any manner not authorized by Section 4;
• (l) Engage in any activity that could reasonably damage Noema’s reputation, goodwill, or relationships with Shopify, app stores, payment providers, or customers.

7.4 You are solely responsible for the development, operation, content, and maintenance of your websites, social accounts, email lists, and other promotional channels, and for all materials appearing on them.

8. Compliance, Audit, and Anti-Fraud

8.1 We (and the Affiliate Network) may monitor, audit, and investigate your promotional activity and Referrals at any time to verify compliance.

8.2 If we reasonably suspect fraud, invalid traffic, or any breach of this Agreement, we may withhold, delay, reverse, or permanently forfeit affected Commissions, suspend tracking, and/or terminate your participation, without prior notice and without liability.

8.3 You will promptly provide information we reasonably request to verify compliance, the source of your traffic, and your identity.

9. Confidentiality

You may receive non-public information about Noema, including Program terms, conversion data, pricing, roadmaps, and analytics (“Confidential Information”). You will keep Confidential Information confidential, use it only to participate in the Program, and not disclose it to any third party, except as required by law and with prior notice to us where permitted. This obligation survives termination.

10. Intellectual Property

Except for the limited license in Section 4, nothing in this Agreement transfers any intellectual property rights. Noema retains all right, title, and interest in and to the Services, the Brand Assets, the Program, and all related technology and data. Any feedback you provide about the Services or Program may be used by us without restriction or compensation.

11. Term and Termination

11.1 This Agreement begins when you enroll and continues until terminated.

11.2 Either party may terminate at any time, for any reason or no reason, with or without notice.

11.3 We may immediately suspend or terminate your participation, withhold or forfeit unpaid Commissions, and reverse paid Commissions, if we determine that you have breached this Agreement, engaged in fraud or prohibited conduct, or created risk or harm to Noema.

11.4 Effect of termination. Upon termination: (a) your right to use Affiliate Links and Brand Assets ends immediately, and you must remove them; (b) you will not earn Commissions on Referrals or sales occurring after termination; (c) Commissions for Qualified Sales properly earned before termination will be paid in the ordinary course, except where termination results from your breach, fraud, or prohibited conduct, in which case all unpaid Commissions are forfeited; and (d) Sections that by their nature should survive (including Sections 3, 4.3, 6.3, 9–10, 12–16) survive.

11.5 Modification or discontinuation of the Program. We may modify, suspend, or discontinue the Program, in whole or in part, at any time, without liability.

12. No Warranty; No Guarantee of Earnings

12.1 The Program, the Services, the Affiliate Network, and all tracking and reporting tools are provided “as is” and “as available,” without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. We do not warrant that tracking will be uninterrupted or error-free.

12.2 We make no guarantee that you will earn any particular amount, or any amount at all. Your results depend on your own efforts and factors outside our control.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOEMA AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE PROGRAM OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. NOEMA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PROGRAM OR THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSIONS ACTUALLY PAID TO YOU BY NOEMA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR USD $100, WHICHEVER IS GREATER.

14. Indemnification

You will defend, indemnify, and hold harmless Noema and its affiliates, officers, employees, and agents from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your participation in the Program; (b) your websites, content, and promotional methods; (c) your breach of this Agreement or violation of any law or third-party right; or (d) any representation or warranty you make about the Services that we did not authorize in writing.

15. Relationship to Affiliate Network Terms

If the Program is administered through an Affiliate Network, you must also comply with that network’s terms of service. The network’s terms govern operational mechanics (such as tracking, dashboards, and payment processing). In the event of a conflict between this Agreement and the Affiliate Network’s terms regarding the commercial relationship between you and Noema — including eligibility, prohibited conduct, Commission qualification, clawbacks, termination, liability, and indemnification — this Agreement controls.

16. General

16.1 Governing law and venue. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. The exclusive venue for any dispute is the state and federal courts located in California, and you consent to personal jurisdiction there. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

16.2 Changes to this Agreement. We may update this Agreement at any time by posting the revised version or notifying you through the Affiliate Network. Changes are effective when posted (or on the stated effective date). Your continued participation after changes take effect constitutes acceptance.

16.3 Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign it freely, including to an affiliate or in connection with a merger, acquisition, or sale of assets.

16.4 Severability. If any provision is held unenforceable, the remainder remains in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

16.5 Waiver. No failure or delay in exercising any right is a waiver of that right. No waiver is effective unless in writing.

16.6 Entire agreement. This Agreement (together with the then-current Program terms and any Affiliate Network terms as limited by Section 15) is the entire agreement between you and Noema regarding the Program and supersedes all prior understandings.

16.7 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

16.8 Notices. Notices to Noema must be sent to info@getnoema.ai. We may notify you through the Affiliate Network, the email associated with your account, or the Services.

17. Contact

Noema LLC
California, United States
Email: info@getnoema.ai