1. Agreement Overview

This Affiliate Program Agreement ("Agreement") is entered into by and between Ring AI Inc. ("RingFoods", "Company", "we", "us") and you ("Affiliate", "you"). By submitting an application to the RingFoods Affiliate Program or by promoting RingFoods products and services, you agree to be bound by these terms. This Agreement governs your participation in the Affiliate Program and establishes the terms under which you may earn commissions.

2. Enrollment and Status

To begin the enrollment process, you must submit a complete affiliate application. We evaluate applications in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site or marketing methods are unsuitable for our Program. Causes for rejection include, but are not limited to, sites that promote violence, discrimination, illegal activities, or violate intellectual property rights.

3. Commissions and Referrals

3.1 Commission Rate: You will earn a recurring commission of 20% of the Net Revenue generated from new customers you refer ("Referred Customers") for as long as the Referred Customer maintains an active, paying subscription with RingFoods, subject to the terms herein.

3.2 Net Revenue: "Net Revenue" means the monthly subscription fees actually received by us from a Referred Customer, less any taxes, refunds, chargebacks, and discounts. Our current subscription plans are: Basic ($100/month), Professional ($200/month), and Enterprise ($300/month). Overage charges for usage beyond included minutes are not eligible for commission.

3.3 Commission Examples: If your referred customer subscribes to the Professional plan at $200/month, you will earn $40/month (20%) in recurring commission for as long as they remain a paying subscriber.

3.4 Qualified Referral: A "Qualified Referral" occurs when a person who is not currently a RingFoods customer arrives at our website via your unique affiliate link and creates a paid account within 90 days (Cookie Duration). Last-click attribution applies; if a user clicks multiple affiliate links, the last link clicked prior to signup will receive credit. Referred customers who sign up during a free trial period become qualified only upon converting to a paid subscription.

3.5 Self-Referrals: You may not receive commissions for purchasing RingFoods services for yourself or your own businesses. The Affiliate Program is intended to reward you for referring new, third-party customers.

4. Payment Terms

4.1 Schedule: Commissions are calculated and paid on a monthly basis. Payouts are processed on the 1st of each month for commissions accrued during the previous calendar month. For example, commissions earned from referrals in January will be paid out on February 1st. This schedule allows time for any refunds or chargebacks to be processed before payout.

4.2 Minimum Threshold: Payouts are issued only when your total accrued unpaid commissions reach or exceed $100.00 USD. Balances below this threshold will carry over to the following month until the minimum is met.

4.3 Method: Payments are made via PayPal, Stripe, or bank transfer (at our discretion based on your region and payout amount). You are responsible for providing accurate payment details in your affiliate dashboard.

4.4 Taxes: You are responsible for all taxes associated with your commission income. We may request tax forms (such as W-9 or W-8BEN) before issuing payments.

5. Marketing Restrictions (Prohibited Activities)

To protect our brand, the following activities are strictly prohibited and may result in immediate termination and forfeiture of commissions:

5.1 PPC Bidding: You may NOT bid on keywords containing "RingFoods," "Ring Foods," or any misspellings or variations thereof in Pay-Per-Click campaigns (Google Ads, Bing, etc.). You may not use our domain name in the display URL of ads.

5.2 Spam: You must comply with all applicable laws regarding email marketing (e.g., CAN-SPAM Act). Unsolicited mass emailing (spamming) is strictly forbidden.

5.3 Misrepresentation: You may not represent yourself as RingFoods or an employee of RingFoods. You must clearly disclose your relationship as an affiliate (e.g., "I may earn a commission if you sign up through my link").

5.4 Coupon Sites: Posting your affiliate link on coupon aggregator sites or offering unauthorized cash-back incentives is prohibited without prior written approval.

6. Term and Termination

6.1 Term: This Agreement begins upon our acceptance of your application and continues until terminated by either party.

6.2 Termination at Will: Either party may terminate this Agreement at any time, with or without cause, by giving written notice to the other party.

6.3 Effect of Termination: Upon termination for material breach (including violation of Section 5), you forfeit all unpaid commissions. Upon termination without cause, you will receive payment for all outstanding valid commissions earned prior to the termination date, provided they meet the minimum threshold.

7. Limitation of Liability

RingFoods will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising 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.

8. Indemnification

You hereby agree to indemnify and hold harmless RingFoods, its subsidiaries, and affiliates, and their directors, officers, employees, and agents from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) insofar as such arise out of or are based on (i) your participation in the Affiliate Program, (ii) your negligence or willful misconduct, or (iii) your violation of any applicable laws or regulations.

9. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the the Province of British Columbia and the federal laws of Canada applicable therein, without regard to the conflicts of laws and principles thereof. Any dispute arising from this Agreement shall be settled in the courts of British Columbia, Canada.

10. Independent Contractor

You and RingFoods are independent contractors, 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.