Affiliate Program Terms and Conditions

Last updated: June 30, 2025

1. Definitions

Capitalized terms used in these Partner Affiliate Terms, whether singular or plural, shall be understood to have the meaning described in this article.

2. Formation of the Partner Agreement

A Partner Agreement is formed by the Partner's application to enroll in Ai-HelpYou SL's Partner Program, the Partner's acceptance of these Partner Affiliate Terms, Annex 1 and (if provided and applicable) the additional terms and conditions contained in Annex 2 of these Partner Affiliate Terms, and the subsequent acceptance and confirmation by Ai-HelpYou SL of the Partner's enrollment and the formation of the Partner Agreement, all of which is done and provided through Reditus. Upon the formation of the Partner Agreement, the Partner will be authorized to perform the Referral Services on behalf of Ai-HelpYou SL, in accordance with the terms and conditions set forth in the Partner Agreement.

3. Partner's Obligations

By entering into the Partner Agreement through Reditus, the Partner will gain access to functionalities and environments of the Reditus platform intended to facilitate and track the performance of the Referral Services. The Partner ensures that their Account will not be shared with third parties.

Through Reditus, depending on the type of Referral Services agreed upon, the Partner will receive tools, such as referral links, to perform the Referral Services.

The Partner agrees to:

• Comply with all applicable laws and regulations in the performance of the Partner Agreement.
• Refrain from performing Referral Services through websites (or other channels) of an illicit or illegal nature.
• Refrain from performing Referral Services via electronic communication in a manner that constitutes "spam" and is in violation of applicable law, such as unsolicited promotional activities via email, SMS, or other similar means.
• Follow the reasonable recommendations and requests made by Ai-HelpYou SL regarding the performance of the Referral Services.
• Refrain from distorting the tracking of the performance of the Referral Services by making self-referrals.
• Refrain from buying or bidding on keywords in Google Ads or similar services from other providers for the same purpose, including any part of a trade name, service, or brand belonging to Ai-HelpYou SL.
• Refrain from search engine ads (especially on brand terms or domain names), Facebook ads, or other ads that compete with Ai-HelpYou SL's marketing and cause potential confusion among Ai-HelpYou SL's customers.

Ai-HelpYou SL may provide the Partner with promotional materials about Ai-HelpYou SL's services, which may be used by the Partner in the performance of the Referral Services. The Partner is not entitled to alter such materials. If the Partner chooses to use such materials, they will always use the most recent versions of the materials, information, and pricing provided by Ai-HelpYou SL.

The Partner will inform and advise the parties they target in the performance of the Referral Services in an honest and truthful manner. Under no circumstances will the Partner provide information about Ai-HelpYou SL or its services that may be misleading or difficult to prove. The Partner will refrain from making any representations or promises that cannot be verified or fulfilled by Ai-HelpYou SL.

Ai-HelpYou SL may conduct a satisfaction survey regarding the Partner's (promotional) activities among the Leads provided by the Partner. For this purpose, Ai-HelpYou SL may request feedback from these Leads, and the Partner will offer, to the extent Ai-HelpYou SL deems necessary, their reasonable cooperation and support in this regard. Ai-HelpYou SL may terminate the Partner Agreement with immediate effect when the survey, in Ai-HelpYou SL's reasonable opinion, shows that continuing the partnership with the Partner will have or could have a negative effect on Ai-HelpYou SL's reputation.

Any abuse of the tools provided to perform and/or track the Referral Services by the Partner will result in Ai-HelpYou SL's right to terminate the Partner Agreement with immediate effect without prior notice. Any rights of the Partner accrued before the time of termination for the aforementioned reasons will be extinguished, unless Ai-HelpYou SL decides otherwise.

4. Paid Advertising

Partners are permitted to run paid advertising to promote Ai-HelpYou SL's services, provided the following conditions are met:

• Ads must be respectful of the Ai-HelpYou SL brand and comply with the provided style guides.
• Ads must not contain false, misleading, or difficult-to-prove information about Ai-HelpYou SL's services.
• Ads must comply with all applicable laws and regulations, as well as the policies of the advertising platforms used.
• Partners must avoid direct competition with Ai-HelpYou SL's marketing campaigns on search engines, social media, and other advertising platforms, especially on brand terms or domain names.
• Partners must not bid on keywords that include any part of a trade name, service, or brand belonging to Ai-HelpYou SL.
• Ad content must be pre-approved by Ai-HelpYou SL if so requested.

5. Commission and Payment

Depending on the type of Referral Services agreed upon between the Parties, the Partner may, under the conditions specified in Annex 1 of these Partner Affiliate Terms, be entitled to a certain amount of commission when a Lead takes certain actions with Ai-HelpYou SL, such as registering an account or making purchases.

The attribution of the commission due to the Partner is automatically reported and calculated through the Reditus platform. Ai-HelpYou SL will maintain its use and implementation of the tools provided by the Reditus platform for this purpose for the entire duration of the Partner Agreement.

Ai-HelpYou SL will pay the commission due to the Partner through the agreed payment method and in the agreed currency, specified in Annex 1 of these Partner Affiliate Terms. The Partner is responsible for the payment of any applicable taxes on the commission. The commission paid by Ai-HelpYou SL is considered inclusive of VAT and/or other levies. Any costs payable for currency exchange, as well as any other costs associated with the payment, will be borne by the Partner.

The frequency with which the commission will be paid (hereinafter: "Payment Period") is specified in Annex 1 of these Partner Affiliate Terms. Payment will be made provided that the payment threshold specified in Annex 1 (hereinafter: "Payment Threshold") is met.

When the commission accrued during a Payment Period is less than the Payment Threshold, the accrued amount will be carried over to the next Payment Period until the Payment Threshold is met.

Ai-HelpYou SL will provide the Partner with a specification of the commission due (or carried over) at the end of each Payment Period. If the Payment Threshold is met, Ai-HelpYou SL will also issue a self-billing invoice on behalf of the Partner. These may be available within the Reditus portal. The Partner is responsible for verifying the accuracy and completeness of the aforementioned specification and/or invoices. Ai-HelpYou SL must be notified of any errors or inconsistencies within one (1) week after the specification is issued, otherwise, they will be considered final and correct.

6. Term and Termination

The Partner Agreement will commence on the date of formation indicated in Article 2 and will be for an indefinite term.

Both Parties are entitled to terminate the Partner Agreement without cause and with immediate effect, at any time, by written notice to the other Party.

In any case of termination without cause by either Party, or termination by the Partner based on Article 10, any commission accrued in accordance with the terms of the Partner Agreement before the time of termination will be paid to the Partner at the end of the applicable Payment Period.

7. Intellectual Property Rights

Nothing in the Partner Agreement shall be construed or understood to transfer any right, title, or interest in any Intellectual Property Rights from one Party to the other Party.

Ai-HelpYou SL, its licensors, and/or its suppliers retain all Intellectual Property Rights to their services and any other software or material provided or made available by Ai-HelpYou SL.

The rights to any information provided by the Partner to Ai-HelpYou SL remain with the Partner (and/or its licensors).

Ai-HelpYou SL is entitled to mention the Partner on its website(s) and in other promotional materials. For this purpose, Ai-HelpYou SL is entitled to use the Partner's trade name, trademarks, and logos.

The Partner is granted the right to use the relevant names and logos of Ai-HelpYou SL for the sole purpose of providing the Referral Services. Ai-HelpYou SL may stipulate conditions on how these materials are used or reproduced, which the Partner must strictly adhere to.

8. Liability

Ai-HelpYou SL can only be liable to the Partner for direct damages as a result of an attributable breach in the performance of the Partner Agreement. Ai-HelpYou SL's liability for indirect damages is excluded. For the purposes of the Partner Agreement, indirect damages include lost savings, loss of data, loss of profit, damage to reputation, and damages due to business interruption or stagnation.

Without prejudice to the foregoing, Ai-HelpYou SL's liability for direct damages is limited to the amount (excluding VAT) of the commission paid to the Partner (if any) in the three (3) months prior to the incident causing the damage.

The limitation of liability mentioned in the preceding paragraphs of this Article 8 will lapse if and to the extent that the damage is the result of intent or willful recklessness by Ai-HelpYou SL's management.

Any right to compensation is subject to the condition that the Partner notifies Ai-HelpYou SL in writing of the damage within 30 days of its discovery.

9. Force Majeure

Neither Party may be held to fulfill any obligation under the Partner Agreement if such fulfillment is prevented due to force majeure. Neither Party is liable for any loss and/or damage due to force majeure.

Force majeure is considered to exist in any case of power outages, internet failures, telecommunications infrastructure failures, network attacks (including D(DOS) attacks), malware or other malicious software attacks, civil unrest, natural disasters, terrorism, mobilization, war, import and export barriers, strikes, supply stagnation, fires, floods, and any circumstance in which a Party is not enabled to perform or is prevented from performing by its suppliers, regardless of the reason.

10. Confidentiality

The Parties will treat as confidential and will not disclose, except as expressly permitted herein, (i) the content of the Partner Agreement and (ii) the information they provide to each other before, during, or after the performance of the Partner Agreement if this information has been marked as confidential or if the receiving Party knows or should reasonably assume that this information was intended to be confidential. The Parties also impose this obligation on their employees and third parties engaged by them for the performance of the Partner Agreement.

This Article 9 will not apply to any information that:

• is or becomes public domain information, other than as a result of a disclosure by the receiving Party in violation of the Partner Agreement;
• was in the possession of the receiving Party before its disclosure by or on behalf of the disclosing Party;
• is available to the receiving Party on a non-confidential basis from a source other than the disclosing Party without an obligation to keep such information confidential; or
• is independently developed by the receiving Party.

In the event that a receiving Party is legally required to disclose any confidential information provided under the Partner Agreement, such receiving Party will provide the disclosing Party with prompt written notice so that the disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of the Partner Agreement.

Immediately upon the expiration or termination of the Partner Agreement for any reason, each receiving Party will deliver to each disclosing Party all originals and copies of any material in any form containing or representing the confidential information in its possession or will destroy the same at the request of the disclosing Party.

11. Amendments

Ai-HelpYou SL is entitled at any time to amend or supplement the Partner Agreement, these Partner Affiliate Terms, including Annex 1 and Annex 2, at any time. If Ai-HelpYou SL decides to amend the Partner Agreement, it will notify the Partner of such amendments in writing. Amendments to the Partner Agreement will take effect two (2) weeks after the Partner has been notified. If the Partner is unwilling to accept an amendment, they may terminate the Partner Agreement on the date the amendment takes effect.

12. Miscellaneous Provisions

This Agreement is governed exclusively by Spanish law.

Any dispute between the Parties in connection with or arising from the Agreement will be submitted to the competent court in Spain in the district where Ai-HelpYou SL has its registered office, unless the provisions of mandatory law dictate otherwise.

Where the Agreement refers to "written" or "in writing", this also includes communication by email or through the Reditus platform, provided that the identity of the sender and the integrity of the content can be adequately established.

The version of any communication of information recorded by Ai-HelpYou SL will be considered authentic unless the Partner provides proof to the contrary.

If any provision of the Agreement is found to be in conflict with applicable law or is otherwise unenforceable, this provision will be amended to the extent that it complies with applicable law, with due observance of the intended meaning of the relevant provision.

Ai-HelpYou SL will be entitled to transfer the Partner Agreement or any of its rights and obligations arising therefrom to a third party without the Partner's consent. The Partner will not be entitled to transfer the Partner Agreement or its rights and obligations arising therefrom to a third party without the prior written permission of Ai-HelpYou SL.

For more information and to subscribe to the affiliate plan, please visit our page on Reditus.