Vozo AI Affiliate Program Terms & Conditions

Effective Date: October 21, 2024.

SECTION 1 - INTRODUCTION

These Affiliate Program Terms and Conditions (the "Agreement") govern the participation of the undersigned party ("You," "Your," or "Affiliate") in the Vozo.ai Affiliate Program (the "Program") offered by Honeybee Technology Ltd. ("Vozo.ai," "We," "Us," or "Our"). By submitting an application to the Program and clicking "I Accept the Terms and Conditions," You agree to be bound by the terms of this Agreement.

SECTION 2 - DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

"Affiliate" means an individual or entity approved by Vozo.ai to participate in the Program.
"Commission" means the monetary compensation earned by the Affiliate for Qualifying Purchases.
"Qualifying Purchase" means a purchase of Vozo.ai's SaaS services by a Referred Customer that meets the criteria set forth in this Agreement.
"Referred Customer" means a new customer who purchases Vozo.ai's SaaS services through the Affiliate's Unique Referral Link.
"Unique Referral Link" means the unique URL provided to the Affiliate for tracking Referrals through the Program.

SECTION 3 - AFFILIATE ELIGIBILITY AND APPLICATION

3.1 Eligibility Criteria

To be eligible for the Program, You must:

Be at least 18 years of age.
Provide accurate and complete information in Your application.
Comply with all applicable laws and regulations.

3.2 Application and Approval

Vozo.ai reserves the right to accept or reject any Affiliate application at its sole discretion.
Upon approval, You will receive a Unique Referral Link through our affiliate management platform, Rewardful.

3.3 Updates to Information

You agree to promptly notify Vozo.ai of any changes to Your contact information or legal status within twenty-four (24) hours of such changes.

SECTION 4 - AFFILIATE RESPONSIBILITIES

4.1 Promotional Activities

You shall use ethical and legal methods to promote Vozo.ai's services.
All marketing materials must comply with Vozo.ai's branding guidelines and be approved by Vozo.ai if required.

4.2 Compliance with Laws and Regulations

You agree to comply with all applicable federal, state, and local laws, including but not limited to the Federal Trade Commission ("FTC") Endorsement Guidelines.
You must clearly disclose the affiliate relationship in all promotions as required by the FTC.

4.3 Prohibited Activities

Self-Referrals: You may not use Your own Unique Referral Link to make purchases for personal use or for the purpose of generating Commissions.
Incentivized Traffic: Offering monetary or other incentives to potential Referred Customers is prohibited.
Branded Keywords: Bidding on Vozo.ai's branded keywords (e.g., "Vozo," "Vozo.ai," "Vozo translate") on search engines is prohibited.
Unauthorized Advertising: You may not use unauthorized advertising methods, including but not limited to spam, unsolicited emails, or direct messages without consent.
Fraudulent Activity: Engaging in fraudulent activity, including generating fake leads or clicks, is strictly prohibited.

SECTION 5 - COMMISSION TERMS

5.1 Commission Rate

Affiliates will earn a Commission of twenty-five percent (25%) of the Net Revenue from Qualifying Purchases made by Referred Customers.

5.2 Commission Duration

Commissions are earned for the first twelve (12) months of the Referred Customer's active subscription.

5.3 Payment Terms

Minimum Payout Threshold: Commissions will be paid when the total earned exceeds fifty U.S. dollars (USD $50).
Payment Schedule: Commissions are paid monthly, typically during the first week of each calendar month.
Payment Method: Payments are made via PayPal, bank transfer, or other methods available through Rewardful.
Currency and Fees: Commissions are paid in U.S. Dollars (USD). Any processing fees may be deducted from the Commission payout.

5.4 Non-Commissionable Products

Excluded Products:: Commissions are not paid for purchases of Vozo.a's mobile applications or enterprise-level plans.
Payment Schedule: Commissions are paid monthly, typically during the first week of each calendar month.

5.5 Adjustments and Chargebacks

- Vozo.ai reserves the right to adjust or withhold Commissions in the event of returned products, chargebacks, or suspected fraudulent activity.

SECTION 6 - TRACKING AND ATTRIBUTION

6.1 Cookie Duration

The Program uses a cookie-based tracking system with a sixty (60) day duration.

6.2 First Click Attribution

If a potential customer has multiple affiliate cookies, the Commission will be attributed to the Affiliate whose cookie was most early placed before the Qualifying Purchase.

SECTION 7 - INTELLECTUAL PROPERTY

7.1 License Grant

Vozo.ai grants You a non-exclusive, non-transferable, revocable license to use Vozo.ai's trademarks, logos, and marketing materials solely for the purpose of promoting Vozo.ai's services under this Agreement.

7.2 Restrictions

You may not modify Vozo.ai's trademarks or marketing materials without prior written consent.
All rights not expressly granted herein are reserved by Vozo.ai.

SECTION 8 - TERM AND TERMINATION

8.1 Term

This Agreement shall commence upon acceptance by Vozo.ai and shall continue until terminated in accordance with this Section.

8.2 Termination Rights

By Either Party: Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party.
Automatic Termination: This Agreement will automatically terminate if no Commissions are earned by You over a twelve (12) month period.

8.3 Effect of Termination

Upon termination, You must immediately cease all promotional activities related to Vozo.ai and remove any Vozo.ai marketing materials or trademarks from Your website and other marketing channels.
Any accrued but unpaid Commissions above the minimum payout threshold will be paid within sixty (60) days after termination unless termination was due to Your breach of this Agreement.

8.4 Survival

Sections relating to Confidentiality, Limitation of Liability, Governing Law, and Dispute Resolution shall survive termination of this Agreement.

SECTION 9 - CONFIDENTIALITY

9.1 Confidential Information

"Confidential Information" means any non-public information disclosed by Vozo.ai, including but not limited to business plans, customer lists, financial data, and proprietary software.

9.2 Obligations

You agree to maintain the confidentiality of all Confidential Information and not to disclose it to any third party without Vozo.ai's prior written consent.

SECTION 10 - REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations

Each party represents and warrants that it has the legal right and authority to enter into and perform its obligations under this Agreement.

10.2 Affiliate Representations

You represent and warrant that:

All information provided in Your application is accurate and complete.
You will comply with all applicable laws and regulations.
You have obtained all necessary permissions and licenses to perform Your obligations under this Agreement.

SECTION 11 - LIMITATION OF LIABILITY

No Indirect Damages: In no event shall Vozo.ai be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement.
Maximum Liability: Vozo.ai's total liability to You shall not exceed the total Commissions paid or payable to You under this Agreement.

SECTION 12 - INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Vozo.ai and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses arising out of or in connection with Your breach of this Agreement or violation of any law or the rights of any third party.

SECTION 13 - GOVERNING LAW AND DISPUTE RESOLUTION

13.1 Governing Law

- This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Illinois, without regard to its conflict of law provisions.

13.2 Arbitration

Any disputes arising out of or relating to this Agreement shall be resolved through final and binding arbitration under the Federal Arbitration Act, except for claims related to intellectual property rights.

13.3 Arbitration Procedure

Individual Basis: All disputes must be arbitrated on an individual basis. Class actions and class arbitrations are not permitted.
Location: Arbitration will be conducted in Chicago, Illinois, or at another mutually agreed location.
Administration: The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.
Time Limitations: Any claim must be filed within one (1) year after the cause of action arises.
Confidentiality: All arbitration proceedings shall be confidential.
Legal Fees: Each party shall bear its own legal fees and costs unless the arbitrator determines otherwise.

SECTION 14 - ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

SECTION 15 - SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

SECTION 16 - WAIVER

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

SECTION 17 - ASSIGNMENT

You may not assign or transfer any of Your rights or obligations under this Agreement without the prior written consent of Vozo.ai.

SECTION 18 - MODIFICATIONS

Vozo.ai reserves the right to modify or amend this Agreement at any time. Such modifications will be effective upon posting on the Vozo.ai website or upon notification to You. Your continued participation in the Program after such modifications shall constitute Your acceptance of the new terms.

SECTION 19 - NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the other party by email or through the affiliate platform.

To Vozo.ai: affiliates@vozo.ai
To Affiliate: The email address provided in Your application.

SECTION 20 - ACKNOWLEDGEMENT

By clicking "I Accept the Terms and Conditions" and participating in the Program, You acknowledge that You have read, understood, and agree to be bound by this Agreement.