Ritua Habit Tracker Creator Program Agreement
This Creator Program Agreement (“Agreement”) is a binding contract between you (“Affiliate,” “you,” or “your”) and Ardasher Dizayi, an individual operating and conducting business under the brand and product name “Ritua Habit Tracker” (collectively, “Ritua,” “we,” “us,” or “our”). This Agreement governs your access to and participation in the Ritua Habit Tracker Creator Program (the “Program”). By registering for, accessing, or participating in the Program in any manner, you confirm your acceptance of this Agreement.
This Agreement further incorporates, and you agree to comply with, all current and future Program rules, operational policies, documentation, and guidelines referenced herein or otherwise presented to you through the Program platform, including those governing promotional methods, attribution, payouts, and acceptable conduct. Such referenced materials are hereby made part of this Agreement by this reference.
If you enroll in the Program on behalf of a business, organization, or other legal entity, you represent and warrant that you possess full authority to bind such entity to this Agreement and that such entity will be deemed the “Affiliate” for purposes of compliance with this Agreement.
For purposes of this Agreement:
“Ritua Habit Tracker” or the “App” means the mobile software application currently published on the Apple App Store at: https://apps.apple.com/app/id6747141561
and any successor versions, rebranding, updates, feature expansions, or equivalent applications that are owned, published, or operated now or in the future by Ardasher Dizayi or any successor entity, including but not limited to a future company formed to own or operate the Ritua product and business (e.g., “Marblle”).
The App and all associated intellectual property rights, brand elements, marketing materials, source code, product names (including any future changes thereto), trade names, and goodwill are and shall remain the sole property of Ritua, operated by Ardasher Dizayi, unless and until assigned to a successor entity pursuant to this Agreement.
Affiliates gain no ownership rights, license rights (beyond the limited usage granted to promote the App under this Agreement), equity interest, or claim of control over the App or its business operations by participating in the Program.
1. Acceptance and Participation
Enrollment in the Program is subject solely to Ritua’s independent judgment and discretion, and we reserve the unconditional right to approve, decline, suspend, or revoke any application to the Program at any time, for any reason or for no reason at all. Any information provided during the application or onboarding process will be collected and processed in accordance with Ritua’s applicable privacy disclosures.
Upon acceptance into the Program, you will be designated as an Affiliate and may become eligible to earn commissions by promoting Ritua in accordance with this Agreement and any Program instructions, rules, or documentation that we make available from time to time. Ritua maintains the right to terminate, suspend, or restrict your participation in the Program immediately at our discretion, without advance notice.
Continued participation and eligibility for commissions are expressly conditioned on your full and ongoing compliance with this Agreement and all Program requirements. You acknowledge that Ritua may — but is under no obligation to — review, audit, or otherwise monitor your promotional activities, content, channels, and traffic sources at any time to verify compliance.
To participate in the Program, you must be at least 18 years of age (or the age of legal majority in your jurisdiction, if higher) and fully able and competent to enter into and comply with this Agreement. By participating in the Program, you represent and warrant that you meet this requirement. Ritua reserves the right to request age verification at any time as a condition of continued participation.
2. Commissions
We want you to succeed. The more users you bring to Ritua, the more we hope you’ll earn. Commissions are a core part of how we support our partners — this section simply explains precisely how those rewards are calculated, attributed, and paid.
In order to qualify for commission payments (“Commissions”) under this Program, the following terms apply:
2.1 Commission Eligibility and Withholding
Affiliates may earn Commissions solely as described in the applicable Program details, as updated periodically by Ritua. Ritua reserves the unrestricted right to withhold, adjust, or permanently deny any Commissions where Ritua determines, or reasonably suspects, that such Commissions were issued in error, were generated through fraudulent, abusive, or illegal means, or arose out of conduct that violates this Agreement or any other terms or policies governing your participation.
To remain eligible to earn and receive Commissions, you must acknowledge and accept this Agreement and any supplemental terms, complete all required account creation steps on the Program platform, provide and maintain accurate and up-to-date payment and contact information, and submit any required tax or compliance documentation requested through the Program platform.
2.2 Payout Methods
Ritua utilizes Dub.co (“Dub”) as the payout administrator for the Program. Dub’s currently supported payment facilitators include Stripe, Inc. and, in locations where Stripe is unavailable, PayPal Holdings, Inc.
By enrolling in the Program, you confirm that you have read, understand, and agree to comply with the terms and conditions of the applicable payment provider.
You acknowledge that acceptance of such third-party terms is a precondition to receiving Commissions, and payout logistics (including timing, supported regions, account verification, and fees) are managed entirely by Dub and/or its payment providers. Ritua does not control or guarantee payout availability or timing.
2.3 Taxes
You are solely responsible for any taxes arising from Commission payments made to you. Payout processing, including any tax withholding required by law, is handled by Dub.co and/or its payment providers (e.g., Stripe or PayPal). Ritua does not collect or process tax withholding directly.
2.4 Referral Links and Referral Codes
Upon acceptance into the Program, you will be issued a unique referral link (“Referral Link”) generated and tracked through Dub.co. The Referral Link may include a unique identifier (the “Referral Code”) that may be shared separately for convenience in situations where full link sharing is not practical.
Regardless of format or placement, attribution is ultimately determined by Dub.co based on the Referral Link constructed from your Referral Code. The structure of Referral Links and the method of link construction may change at any time as determined by Ritua.
You may distribute your Referral Link or Referral Code only through online properties or content that you own or control. Ritua may require removal or relocation of Referral Links or Referral Codes, and you agree to comply within twenty-four (24) hours. Non-compliance may result in suspension, termination, and/or forfeiture of unpaid Commissions.
2.5 Attribution and Commission Eligibility
A user becomes permanently attributed to an Affiliate only upon the earliest of the following attribution events: the user starting their first free trial or the user completing their initial paid subscription purchase. Attribution only occurs if the relevant event is properly assigned to the Affiliate through Dub.co’s tracking systems via the Referral Link, including a Referral Link constructed from a Referral Code. Prior to the user starting a free trial or making an initial subscription purchase, attribution is not fixed and may change as the user may enter or follow different Referral Codes or Referral Links. Attribution will remain fluid until one of these qualifying events occurs, at which time the Affiliate associated with the Referral Link that successfully triggers the first trial or first subscription purchase will be permanently credited for that referral.
If the user does not apply a Referral Link or Referral Code at the time of their first trial start or initial paid subscription, the user will be designated as an organic user and permanently ineligible for attribution to any Affiliate. Any subsequent attempt to apply a Referral Code or Referral Link after such qualifying event will not result in attribution or Commission eligibility. Users who were already attributed to another Affiliate by a previously completed attribution event, as well as users who were subscribers prior to attempting to apply a Referral Code, will not generate Commissions.
All tracking, attribution, and eligibility determinations made by Ritua and Dub.co are final, and not subject to dispute or appeal.
2.6 Commission Limits
Ritua may at any time establish a maximum cumulative Commission amount that may be earned by any Affiliate. Any changes to such maximum limits will be reflected in the Program dashboard and take effect immediately upon posting. Ritua may suspend or terminate participation upon reaching a maximum earning threshold and may withhold any amounts exceeding that limit.
Creation of multiple accounts or otherwise attempting to circumvent earning limits is strictly prohibited and will result in forfeiture of payments and possible termination.
2.7 Commission Calculation
All Commissions are calculated exclusively on Net Revenue derived from eligible subscription purchases attributed to the Affiliate. “Net Revenue” means the revenue actually received by Ritua in United States Dollars (USD) after deduction of Apple App Store and/or Google Play marketplace fees, commissions, promotional discounts, refunds, taxes, and any other withholdings applied by Apple or Google prior to remittance to Ritua.
Net Revenue includes amounts earned but not yet paid out to Ritua by Apple or Google; however, Ritua may delay or withhold any Commission based on such pending amounts at Ritua’s discretion. If any eligible transaction is canceled, refunded, disputed, charged back, reversed, or not ultimately collected by Ritua, the related Commission will not be payable. If any Commission was previously paid in respect of such amounts, Ritua may offset or recoup that Commission from any current or future payouts owed to the Affiliate.
No Commission shall be deemed earned, due, or payable unless and until Ritua has actually received the corresponding Net Revenue from Apple or Google in cleared funds. Affiliates acknowledge and agree that Ritua’s determination of Net Revenue and all related Commission calculations, including data from its internal systems and subscription analytics tools such as Adapty, shall be final, conclusive, and binding.
Net Revenue amounts used for Commission calculations are determined by Ritua and rounded to the nearest cent using standard rounding rules (.005 and above rounded up; .004 and below rounded down) before submission to Dub.co for payout processing. Any additional rounding that may occur in connection with Commission calculations or payouts is performed automatically by Dub.co or its payment providers. Fractional cents will not accrue or carry forward across transactions or payout cycles and shall be disregarded.
2.8 Commission Rates and Adjustments
Ritua intends that Commission rate adjustments will generally apply prospectively to future activity. Because Dub does not support grandfathering or segmentation of historical Commission rates, any rate change implemented within Dub’s platform will automatically apply to all unpaid Commissions. Ritua will provide Affiliates with no less than thirty (30) days’ notice before applying any planned reduction to their Commission rate, except where such change is necessary to:
- correct pricing or configuration errors,
- mitigate fraud or abuse,
- comply with law or platform requirements, or
- reflect changes in App Store/Google Play revenue structures or currency conversions.
This notice period is intended to give Affiliates a fair opportunity to adapt, and does not change the fact that no Commission percentage or rate becomes earned or vested until the related Commission has been fully paid out.
2.9 Holding Period and Payout Timing
All Commissions are subject to a holding period as displayed in the Affiliate’s Dub.co dashboard. During the holding period, Commissions are considered pending and are not eligible for payout. Ritua may, at its sole discretion, extend the holding period for any pending Commission by up to thirty (30) additional days beyond the period shown in the Dub.co dashboard, including for reasons related to transaction verification, fraud prevention, chargeback risk, or revenue reconciliation.
No Commission will be payable until after the applicable holding period has fully elapsed and Ritua has received the corresponding Net Revenue in cleared funds from Apple or Google. Ritua retains full discretion regarding the timing, frequency, and minimum thresholds, if any, for Commission payout cycles. Affiliates shall have no claim to or expectation of any specific payout schedule or timing.
Pending Commissions may be delayed, denied, reduced, or adjusted at any time if Ritua determines or reasonably suspects that the related subscription revenue may be subject to cancellation, refund, dispute, chargeback, reversal, fraud, or any other anomaly.
2.10 Additional Incentives
Ritua may occasionally offer Dub-enabled promotional activities (“Bounties”) that allow Affiliates to earn additional incentive payments. Each Bounty will be subject to separate published terms, including specific submission formats, deadlines, and content requirements.
Ritua retains sole discretion to approve or reject Bounty submissions for any reason, including quality issues, non-compliance, or brand concerns. Payment will only be made for approved submissions.
2.11 Good Faith Intent to Pay
While this Agreement contains certain rights allowing Ritua to delay, deny, adjust, or reverse Commissions where appropriate, Ritua’s genuine and primary intent is to pay Affiliates promptly and accurately for qualified referrals. Any withholding, adjustment, or enforcement action described in this Agreement is intended solely to prevent fraud, abuse, accounting discrepancies, or improper attributions — not to deprive legitimate Affiliates of earned compensation.
Affiliates acknowledge and understand that these protections are common and necessary for early-stage products and digital subscription environments. Ritua will make commercially reasonable efforts to ensure that all valid, compliant, and finalized Commissions are processed and paid out in a timely manner.
3. Participation Guidelines
We authorize you to market and promote the Ritua Habit Tracker application (“Ritua” or the “App”) to prospective users in accordance with this Agreement.
3.1 Restrictions
(a) Communications and Consent
You may not send unsolicited messages or “spam” in promoting the App. You must obtain the express and documented consent of any end user before contacting them through email, SMS, direct messaging, or any other communication channel. You must comply with all applicable communication and privacy laws and promptly honor opt-out and “do not contact” requests. Cold calling and outreach to purchased or scraped contact lists is strictly prohibited.
(b) No Misrepresentations
You must market the App accurately and fairly. You may not mislead, imply false claims, or omit material facts. You may not impersonate another individual or entity, misrepresent your affiliation with Ritua, or suggest that promotional content is authored or approved by Ritua.
(c) Prohibited Content
You may not promote your Referral Link/Referral Code with:
- defamatory or harmful claims about Ritua or any third party,
- hateful, harassing, sexually explicit, obscene, violent, or illegal content,
- content depicting unlawful drugs or promoting illegal activities.
You may not use any brand name, trademark, likeness, or intellectual property of any person or organization—including celebrities, public figures, or competing products—in a manner that implies they endorse Ritua, unless you have their express written consent.
(d) Brand and Naming Protections
You may not use any domain name, URL, keyword, social media handle, profile name, or email address that includes or is confusingly similar to “Ritua,” “Marblle,” or any related branding. Ritua retains sole discretion to determine whether any name, phrase, abbreviation, variation, or misspelling constitutes a confusing similarity and may require removal within 24 hours.
(e) Paid Media and Promotional Methods
You may run paid advertisements or promote the App through online advertising only so long as such efforts:
- do not conflict with Ritua’s own paid campaigns, brand protection efforts, or marketing strategies, and
- cease immediately upon Ritua’s request for any reason.
Ritua reserves the right to prohibit or restrict any paid media activity at any time, at Ritua’s sole discretion.
(f) No Self-Referrals or Abuse
You may not use your own Referral Link/Referral Code to purchase or activate subscriptions for yourself or others, artificially inflate referral activity, misuse tracking, gain unauthorized access to Ritua systems, or otherwise attempt to abuse or manipulate the Program.
(g) Legal & Platform Compliance
You must comply with all applicable consumer protection, privacy, advertising, and platform-specific rules at all times.
Violations of this Section 3 may result in suspension or termination of participation in the Program and forfeiture of any unpaid Commissions, without limiting Ritua’s other available remedies.
3.2 Disclosure & Transparency
You must comply with legal disclosure requirements regarding sponsorships and endorsements. Whenever you promote Ritua, you must clearly and prominently disclose that you may earn a Commission if a user subscribes. Disclosures must meet the requirements of the United States Federal Trade Commission and any other applicable regulatory authority.
You may not imply that Ritua endorses you personally or approves your marketing content beyond allowing participation in this Program.
3.3 Ritua Customers
Individuals who use the App are customers of Ritua and not your customers. All pricing, policies, terms, customer support, and decisions about the App are determined by Ritua and may be changed at any time. If a customer contacts you with questions, you should direct them to the appropriate support method, including contacting Ritua at:
3.4 Use of Contact Information and Other Provided Data for Advertising Audiences
By participating in the Program, you acknowledge and agree that Ritua may use the information you provide in connection with your application, Program account, or payout onboarding—including, without limitation, your email address, name, gender (if provided), and other profile or contact details—to create “custom audiences,” “lookalike audiences,” or similar targeting segments on third-party advertising and social platforms (including, by way of example, Meta, Instagram, Facebook, TikTok, Google, and comparable services).
Where supported by the platform, Ritua may submit such information in hashed or otherwise pseudonymized form so that the platform can attempt to match it against its user base and help Ritua reach users or creators with similar interests, characteristics, or demographics. Ritua may use these tools to promote Ritua, the Program, and related offerings, which may include serving advertising content directly to you as part of such audience segments.
You may opt out of the use of your information for these advertising audiences at any time by emailing [email protected] with a request to opt out of marketing audiences. Once we reasonably process your request, Ritua will stop using your information to build or update advertising audiences or to target ads to you via such tools, but may continue to process your information for non-marketing purposes, such as operating the Program, complying with legal obligations, preventing fraud or abuse, and generating aggregated or de-identified analytics.
4. License and Ownership
4.1 License to Affiliate Content
By participating in the Program, you grant Ritua a perpetual, irrevocable, worldwide, fully-paid, non-exclusive, transferable, and sublicensable license to use, reproduce, edit, crop, adapt, remix, modify, publish, publicly perform, publicly display, distribute, broadcast, incorporate into derivative works, and otherwise exploit any content you create or provide in connection with promoting Ritua (including your name, image, likeness, persona, and voice), in any media now known or later developed, solely for Ritua-related marketing and promotional purposes.
No additional compensation shall be owed for Ritua’s use of Affiliate content.
You represent and warrant that you own or control all rights necessary to grant the license above, and that such content does not infringe any rights of any third party.
Affiliates retain ownership of their own original content; however, Affiliates acknowledge that this license is exhaustive, continues indefinitely even after termination of the Program, and does not require any form of future approval or compensation.
4.2 Ritua Content and Brand Usage
Ritua may provide logos, designs, promotional assets, and similar marketing elements (“Ritua Content”). Affiliates receive a limited, revocable, non-exclusive, non-transferable license to use Ritua Content solely to promote the App under this Agreement.
Affiliates may not:
- alter Ritua trademarks in a way that damages or dilutes the brand,
- combine Ritua branding with illegal, obscene, hateful, violent, or defamatory content,
- use Ritua branding in any content that violates Section 3 (Participation Guidelines),
- imply Ritua endorses anything other than the App itself.
All goodwill arising out of, related to, or associated with:
- the Affiliate’s promotion of Ritua,
- the Affiliate’s use of Ritua Content, Referral Links, or Referral Codes, and
- any increased brand recognition, user acquisition, reputation, market presence, search visibility, or commercial advantage resulting from Affiliate activities,
shall exclusively benefit Ritua. Participation in the Program does not grant the Affiliate any ownership interest, equity interest, valuation right, or entitlement to any portion of Ritua’s business, brand assets, commercial value, audience, or goodwill, all of which remain the sole property of Ritua.
4.3 Ownership of Intellectual Property
Affiliates retain ownership of their own original content, subject to the licenses granted above.
Except as expressly stated in this Agreement:
- Affiliates are not granted any ownership in Ritua, the App, or Ritua branding,
- Ritua owns all intellectual property associated with the App and Ritua Content,
- Any lawful derivative works created by or for Ritua that incorporate Ritua Content automatically become the exclusive property of Ritua.
Ritua does not claim ownership of any derivative work that:
- violates applicable law,
- violates Section 3 of this Agreement, or
- improperly incorporates third-party rights.
5. Exclusivity
As a condition of participation in the Program, the Affiliate agrees not to promote, endorse, market, support, or otherwise participate in the advertising of any application, software, service, or business that competes with Ritua in any meaningful respect. A competing product includes any offering whose primary purpose involves habit tracking, daily routine structuring, productivity or task management, behavioral support, or personal development intended to assist users with forming or maintaining habits, routines, or goals. This includes mobile applications, desktop applications, or web-based services.
5.1 Definition of Competing Products
A competing product is any app, tool, or service that performs, directly or indirectly, the same or similar functions as Ritua or is reasonably likely to divert users, revenue, or market presence from Ritua. By way of example, and without limitation, such products include HabitKit, Routinery, Me+ Daily Routine Planner, Finch, and any platform focused on habit tracking, self-improvement systems, or behavior change. The examples provided are illustrative only and shall not be interpreted as an exhaustive list.
Ritua retains sole authority to determine, at its exclusive discretion, whether any service or brand constitutes a competing product, regardless of whether it appears similar on its face or markets itself within a different category.
5.2 Exclusive Affiliate Commitment
While participating in and benefiting from the Program, the Affiliate shall not enroll in, represent, or receive compensation from an affiliate, partner, sponsorship, or ambassador program operated by any competing product. The Affiliate must not knowingly direct traffic toward or produce content that encourages or implies replacement of Ritua with a competing product. Upon notice from Ritua of a conflict or competitive involvement, the Affiliate may be required to discontinue involvement with the competing product as a condition of retaining eligibility in this Program.
5.3 Violations and Enforcement
If Ritua determines, at its sole discretion, that the Affiliate has violated this Exclusivity section, Ritua may take any enforcement action it deems appropriate. Enforcement may include suspension or termination of Program participation, permanent forfeiture of unpaid Commissions, and loss of eligibility to rejoin the Program. Ritua alone will determine the appropriate enforcement response based on the circumstances of each violation.
6. Confidentiality
The Affiliate acknowledges that during participation in the Program, the Affiliate may receive or otherwise become aware of information relating to Ritua’s business, financial condition, marketing strategies, customers or users, product development, technologies, pricing, competitive positioning, or other materials and data that a reasonable person would understand to be confidential (“Confidential Information”). The Affiliate agrees to hold all such Confidential Information in strict confidence and to protect it with at least the same degree of care the Affiliate uses to protect personal confidential information, but never less than a commercially reasonable standard of care.
Confidential Information may only be used as strictly necessary for the Affiliate’s participation in the Program. If the Affiliate is an organization, Confidential Information may only be disclosed to employees or professional advisors who are bound by written obligations of confidentiality no less protective than those contained in this Agreement. Except as expressly permitted herein, the Affiliate shall not disclose, publish, share, or otherwise make available any Confidential Information to any third party without Ritua’s prior written consent. These obligations survive termination of this Agreement.
7. Term and Termination
This Agreement becomes effective immediately upon the Affiliate’s enrollment in the Program and continues until terminated. Either party may terminate the Affiliate’s participation in the Program, and this Agreement as it applies to that participation, at any time and for any reason or for no reason at all, by providing written notice to the other party, including via email.
Upon termination for any reason, the Affiliate must immediately discontinue use of all Ritua Content, Referral Links, Referral Codes, branding, marketing assets, and any promotional materials associated with the Program. Ritua may retain unpaid Commissions for a period it deems reasonably necessary to validate attribution, allow for refund and chargeback windows to expire, and ensure correction of any fraudulent, erroneous, or ineligible earnings. Any Commissions determined to be invalid, previously overpaid, or subject to refund or chargeback may be withheld or subject to clawback. Any rights or obligations that by their nature should survive termination shall survive termination of this Agreement.
8. Independent Contractor Status
The Affiliate participates in the Program as an independent contractor. Nothing in this Agreement shall be interpreted as creating an employment, agency, franchise, partnership, or joint venture relationship between the Affiliate and Ritua. The Affiliate may not represent that they are employed by, or formally represent, Ritua in any capacity.
The Affiliate has no authority to bind Ritua or make any representation or commitment on Ritua’s behalf. The Affiliate is solely responsible for all costs and expenses incurred in connection with participation in the Program.
The Affiliate is not entitled to employee benefits or compensation of any kind other than Commissions and any Bounty or other optional incentive that Ritua, at its sole discretion, expressly approves and pays. Nothing in this Agreement guarantees that Bounties or incentives will be offered or paid in the future, and participation in any incentive activity does not create any continuing right or expectation of future compensation.
9. Warranties
The Affiliate represents and warrants that they have full legal capacity to enter into this Agreement, that all information provided to Ritua is accurate and complete, and that participation in the Program will not violate any laws, employment obligations, school or organizational policies, or agreements the Affiliate is subject to. The Affiliate is solely responsible for ensuring that all promotional activities comply with applicable advertising, consumer protection, privacy, intellectual property, and disclosure laws and regulations.
The Affiliate warrants that all content they create or provide under this Program is original to them, legally obtained, and free from any liens, royalty claims, or conflicting rights. The Affiliate further represents that their content and promotional conduct will not infringe or misappropriate any intellectual property rights or rights of privacy or publicity belonging to any other party.
Except for the express obligations set forth in this Agreement, Ritua makes no representation or warranty regarding the Affiliate’s potential success in the Program, referral volume, earnings, conversion rates, or any marketing or commercial outcomes. Any services, technology, dashboards, or data provided under the Program are provided “as is” without any warranty of any kind. To the fullest extent permitted by law, Ritua disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
10. Indemnification
The Affiliate agrees to defend, indemnify, and hold harmless Ritua, its owner, affiliates, successors, and representatives from any loss, claim, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or related to:
(a) the Affiliate’s participation in the Program;
(b) the Affiliate’s promotional activities or published content;
(c) any breach of this Agreement; or
(d) any violation of applicable law, regulation, platform rules, or third-party rights.
Ritua may, at its election and expense, participate in the defense of any claim subject to this Section. The Affiliate may not settle any claim that imposes obligations or liability on Ritua without Ritua’s prior written consent. These indemnification obligations shall survive termination of this Agreement.
11. Limitation of Liability
To the fullest extent permitted by law, Ritua shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating to this Agreement, including any loss of profits, business opportunities, or goodwill.
Ritua’s total aggregate liability for all claims arising from or related to this Agreement shall not exceed one hundred U.S. dollars (USD $100). This liability cap applies separately and in addition to any valid Commissions that Ritua is already obligated to pay under the Program. Nothing in this Agreement shall entitle the Affiliate to recover any amount beyond earned and unpaid Commissions, plus up to USD $100 in damages under this limitation.
These limitations apply regardless of the legal theory asserted and form a material basis of the Agreement.
12. General Provisions
12.1 Governing Law
This Agreement and any dispute, claim, or controversy arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to conflict-of-law principles.
12.2 Mandatory Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to this Agreement or the Program shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Arbitration shall be conducted remotely by video conference unless both parties expressly agree in writing to a physical location. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
Either party may seek temporary or preliminary injunctive relief from any court with jurisdiction solely to prevent actual or threatened misuse of intellectual property, confidential information, or brand assets, pending resolution of arbitration.
12.3 Class Action Waiver
All disputes must be brought individually. The Affiliate waives all rights to participate in or bring any class action, collective action, or representative proceeding. This waiver is a fundamental term and shall survive termination of this Agreement.
12.4 Notices
Notices to Ritua shall be sent via email to:
Notices to Affiliate may be sent to the email address associated with their Program account and will be deemed received when properly sent.
12.5 Modifications
Ritua may modify this Agreement or any Program terms, policies, Commission structures, eligibility criteria, or operational rules at any time, for any reason, with or without notice. Continued participation in the Program constitutes the Affiliate’s binding acceptance of all such modifications.
12.6 Assignment
Affiliate may not assign or transfer this Agreement, in whole or in part, without Ritua’s prior written consent. Ritua may freely assign this Agreement to any successor, parent company, or affiliated entity—including Marblle or any future corporate entity—without notice or consent.
12.7 Entire Agreement; Severability
This Agreement (including referenced Program rules and policies) constitutes the entire agreement between the parties regarding the Program and supersedes any prior or contemporaneous agreements. If any provision is held unenforceable, it shall be modified only as necessary to remain enforceable, and the remaining provisions shall continue in full force. A waiver of any breach does not constitute a waiver of any subsequent breach.
12.8 Survival
All provisions that by their nature should survive termination shall survive termination of this Agreement, including but not limited to Sections concerning confidentiality, payments, intellectual property, limitations of liability, indemnity, and dispute resolution.