Version 1.0 · Last revised on: July 22, 2025

Introduction

Welcome to the CellectAI Inc. (“Company”, “we”, “us”, or “our”) Affiliate Program (the “Program”). These Affiliate Program Terms and Conditions (these “Terms”) govern your participation in the Program. By applying to or participating in the Program, you (“Affiliate”, “you”, or “your”) agree to be bound by these Terms.

The Program allows you to earn commissions by referring customers to our website located at https://cellect.ai (the “Site”) and our services (the “Services”). These Terms are in addition to, and do not replace, our Website Terms of Use and Privacy Policy, which also apply to your use of the Site.

Enrollment in the Program

Eligibility

To be eligible to participate in the Program, you must:

  • Be at least 18 years of age
  • Have a valid email address and website or social media presence
  • Comply with all applicable laws and regulations
  • Not be located in a jurisdiction where participation would violate local laws
  • Have the authority to enter into binding agreements

Application Process

To enroll in the Program, you must:

  1. Complete and submit an affiliate application through our designated application process
  2. Provide accurate and complete information about yourself and your promotional methods
  3. Agree to these Terms and our Website Terms of Use and Privacy Policy
  4. Receive approval from Company

We reserve the right to reject any application for any reason, including but not limited to:

  • Incomplete or inaccurate application information
  • Use of prohibited promotional methods
  • Violation of our policies or applicable laws
  • Competitive products or services
  • Previous termination from the Program

Account Setup

Upon approval, you will receive:

  • A unique affiliate tracking link or code (“Affiliate Link”)
  • Access to an affiliate dashboard (if available) to track referrals and commissions
  • Marketing materials and guidelines for promoting our Services

You are responsible for maintaining the confidentiality of your affiliate account credentials and for all activities that occur under your account.

Affiliate Responsibilities

Promotional Activities

As an Affiliate, you agree to:

  • Promote our Services in a professional and ethical manner
  • Use only approved marketing materials and Affiliate Links provided by Company
  • Comply with all applicable laws, regulations, and industry guidelines
  • Maintain accurate and up-to-date information about our Services
  • Clearly disclose your affiliate relationship in accordance with applicable disclosure requirements (e.g., FTC guidelines)

Prohibited Activities

You agree NOT to:

  • Misleading or False Claims: Make false, misleading, or unsubstantiated claims about our Services
  • Spam: Send unsolicited emails, messages, or communications (spam) to promote our Services
  • Cookie Stuffing: Use any method to artificially inflate clicks, impressions, or conversions, including cookie stuffing or similar techniques
  • Self-Referrals: Make purchases through your own Affiliate Link or create fake accounts
  • Trademark Infringement: Use our trademarks, logos, or brand names without prior written approval
  • Competitive Advertising: Bid on or use our company name, product names, or variations thereof as keywords in search engine advertising
  • Malware or Harmful Code: Distribute malware, viruses, or any harmful code
  • Unauthorized Claims: Make any warranty, guarantee, or representation about our Services beyond what is authorized by Company
  • Violate Laws: Engage in any activity that violates applicable laws, including but not limited to CAN-SPAM, GDPR, CCPA, and other privacy and marketing laws
  • Reverse Engineering: Attempt to reverse engineer, decompile, or disassemble our Services or technology
  • Affiliate Stacking: Stack or combine multiple affiliate programs or tracking codes
  • Incentivized Traffic: Use paid-to-click, paid-to-surf, or similar incentivized traffic methods

Disclosure Requirements

You must clearly and conspicuously disclose your affiliate relationship in accordance with applicable laws and regulations, including:

  • FTC Guidelines: If you are subject to U.S. Federal Trade Commission guidelines, you must clearly disclose your material connection to Company
  • Location-Specific Requirements: Comply with disclosure requirements in all jurisdictions where your promotional activities are accessible
  • Social Media: Include appropriate disclosures in social media posts, videos, and other content

Commission Structure

Qualifying Referrals

A “Qualifying Referral” occurs when:

  1. A new customer clicks your Affiliate Link
  2. The customer completes a purchase of our Services within the applicable cookie/tracking period
  3. The purchase is not refunded or charged back
  4. The referral is not a self-referral or otherwise violates these Terms

Commission Rates

Commission rates and structures are determined by Company and may vary based on:

  • Product or service type
  • Affiliate tier or performance level
  • Promotional campaigns or special offers

Current commission rates and any updates will be communicated through your affiliate dashboard or via email. Company reserves the right to modify commission rates at any time with notice to Affiliates.

Cookie/Tracking Period

Commissions are tracked through cookies or similar tracking technologies. The standard tracking period is 30 days from the initial click on your Affiliate Link, unless otherwise specified. If a customer makes multiple purchases within the tracking period, you may be eligible for commissions on subsequent purchases, subject to our policies.

Commission Calculation

Commissions are calculated based on:

  • Net revenue from Qualifying Referrals (gross revenue minus refunds, chargebacks, discounts, and taxes)
  • Applicable commission rate
  • Any adjustments or deductions as specified in these Terms

Payment Terms

Payment Schedule

Commissions are paid according to the following schedule:

  • Payment Frequency: Monthly, quarterly, or as otherwise specified
  • Payment Threshold: Minimum commission balance required before payment (typically $50 USD)
  • Payment Method: Payments are made via PayPal, bank transfer, or other methods as agreed upon

Payment Processing

  • Commissions are calculated and processed after the end of each payment period
  • Payments are typically processed within 30-60 days after the end of the payment period
  • You are responsible for providing accurate payment information and updating it as needed
  • Company is not responsible for delays caused by incorrect payment information or third-party payment processors

Taxes and Fees

  • You are responsible for all taxes, fees, and reporting obligations related to your commission earnings
  • Company may be required to collect tax information or withhold taxes as required by law
  • You agree to provide accurate tax information when requested
  • All commission amounts are stated in U.S. Dollars (USD) unless otherwise specified

Refunds and Chargebacks

If a customer receives a refund or initiates a chargeback:

  • The corresponding commission will be deducted from your account
  • If your account balance is insufficient, the amount may be deducted from future commissions
  • Company reserves the right to recover overpaid commissions

Intellectual Property

License to Use Marketing Materials

Company grants you a limited, non-exclusive, non-transferable, revocable license to use approved marketing materials solely for the purpose of promoting our Services in accordance with these Terms.

Restrictions

You may NOT:

  • Modify our trademarks, logos, or marketing materials without written permission
  • Use our intellectual property in any way that could harm our brand or reputation
  • Claim ownership of or register any of our trademarks or intellectual property
  • Use our intellectual property in connection with any product or service other than ours

Your Content

You retain ownership of any original content you create to promote our Services. By participating in the Program, you grant Company a non-exclusive, royalty-free license to use, reproduce, and distribute your promotional content for marketing and promotional purposes.

Term and Termination

Term

These Terms remain in effect until terminated by either party in accordance with this section.

Termination by You

You may terminate your participation in the Program at any time by:

  • Providing written notice to Company
  • Closing your affiliate account through the affiliate dashboard (if available)
  • Ceasing to use your Affiliate Links

Termination by Company

Company may terminate or suspend your participation in the Program immediately, with or without notice, for any reason, including but not limited to:

  • Violation of these Terms or our Website Terms of Use
  • Fraudulent, deceptive, or illegal activity
  • Misrepresentation of our Services
  • Failure to maintain minimum performance standards
  • Any activity that harms our brand, reputation, or business
  • Violation of applicable laws or regulations

Effect of Termination

Upon termination:

  • Your right to earn commissions will cease
  • You must immediately stop using all Affiliate Links and marketing materials
  • You must remove all references to Company and our Services from your promotional materials
  • You will receive payment for commissions earned prior to termination, subject to our payment terms
  • All licenses granted to you will immediately terminate
  • Company may withhold final payments if there are pending refunds, chargebacks, or violations

Modifications to the Program

Company reserves the right to modify these Terms, commission rates, payment terms, or any aspect of the Program at any time. Material changes will be communicated to Affiliates via email or through the affiliate dashboard. Your continued participation in the Program after such modifications constitutes acceptance of the updated Terms.

If you do not agree with any modifications, you may terminate your participation in the Program as described in Section 6.

Disclaimers and Limitations

No Warranties

THE PROGRAM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR PARTICIPATION IN THE PROGRAM.

IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU EXCEED THE TOTAL COMMISSIONS PAID TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

No Guarantee of Results

Company makes no guarantee regarding:

  • The number of clicks, conversions, or commissions you will receive
  • The amount of revenue you will generate
  • The availability or performance of tracking systems
  • The success of your promotional efforts

Indemnification

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:

  • Your participation in the Program
  • Your violation of these Terms
  • Your violation of any third-party rights
  • Your violation of applicable laws or regulations
  • Your promotional activities or content

Relationship of Parties

You and Company are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Company. You have no authority to bind Company or make any representations or warranties on behalf of Company.

Confidentiality

You agree to keep confidential any non-public information about Company, our Services, or the Program that you receive in connection with your participation in the Program. This obligation survives termination of these Terms.

Dispute Resolution

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

Arbitration

Any dispute arising out of or relating to these Terms or the Program shall be resolved through binding arbitration in accordance with the rules of JAMS, except that either party may seek injunctive relief in court to prevent irreparable harm.

Class Action Waiver

You agree that any disputes will be resolved on an individual basis and waive any right to participate in a class action or representative proceeding.

General Provisions

Entire Agreement

These Terms, together with our Website Terms of Use and Privacy Policy, constitute the entire agreement between you and Company regarding the Program and supersede all prior agreements and understandings.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Assignment

You may not assign or transfer these Terms or your rights or obligations hereunder without Company’s prior written consent. Company may assign these Terms without restriction.

Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is sought.

Force Majeure

Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or internet or telecommunications failures.