Partner (Affiliate) Agreement

1. Subject of the Agreement

Under this Agreement, the Partner promotes the AstroCodex platform by sharing a unique referral link provided by the Company. When a new user (“Referred User”) registers on the platform via the Partner’s referral link and subsequently makes a qualifying purchase, the Partner earns a commission as described in Section 5 below.

2. Independent Contractor Status

The Partner is an independent contractor and not an employee, agent, representative, joint venturer, or legal partner of the Company. Nothing in this Agreement shall be construed as creating an employment relationship, partnership, joint venture, franchise, or agency relationship between the parties.

The Partner shall not:

• Enter into any agreements, contracts, or commitments on behalf of the Company;
• Represent themselves as an official agent, representative, or employee of the Company;
• Make any legal promises, warranties, or guarantees on behalf of the Company;
• Bind or attempt to bind the Company to any obligation, contract, or liability;
• Use the Company’s name, trademarks, or intellectual property in any manner that implies an official endorsement or agency relationship, except as expressly permitted.

The Partner has no authority to bind the Company in any manner whatsoever. Any attempt to act on behalf of the Company without express written authorization shall constitute a material breach of this Agreement.

3. How the Program Works

1. Registration: You apply to the Program through your AstroCodex account dashboard. Upon approval, you receive a unique referral link.
2. Referral: You share your referral link through your own channels (website, social media, personal communication, etc.).
3. Customer Registration: A Referred User clicks on your referral link and independently registers on the AstroCodex platform. The registration process is fully automated and does not involve the Partner.
4. Purchase: The Referred User independently decides to purchase a subscription or other paid service by clicking the “Buy” / “Subscribe” button on the platform. The purchase decision and payment transaction are processed entirely through the Company’s automated systems without any involvement, intervention, or facilitation by the Partner.
5. Commission: Once the Referred User’s payment is successfully processed and confirmed, the Partner earns a commission as described in Section 5.

Important: The Partner does not participate in, process, facilitate, or have access to any payment transaction. All transactions are handled exclusively by the Company’s automated platform and its third-party payment processors. The decision to purchase is made solely by the Referred User through the automated “Buy” button interface.

4. Partner Obligations

• Promote AstroCodex in a truthful, ethical, and non-misleading manner.
• Comply with all applicable laws, regulations, and advertising standards in their jurisdiction.
• Not use spam, unsolicited messages, deceptive advertising, or any prohibited marketing methods.
• Not create fake accounts or generate artificial referrals.
• Not bid on the Company’s brand keywords in paid advertising without prior written consent.
• Not make any false, misleading, or unauthorized claims about the Company, its services, or the efficacy of astrological consultations.

5. Commission Structure

• Commission Rate: The Partner earns a percentage of each qualifying purchase made by Referred Users. The current commission rate is displayed in the Partner Dashboard and may be updated by the Company with reasonable notice.
• Qualifying Purchase: A purchase qualifies for commission if the Referred User registered via the Partner’s referral link and completes a paid transaction that is not subsequently refunded or charged back.
• Cookie Duration: Referral attribution is tracked via cookies or equivalent technology. The attribution period is specified in the Partner Dashboard.
• Recurring Commissions: If applicable, the Partner may earn commissions on recurring subscription renewals by Referred Users, as specified in the Partner Dashboard.

6. Payouts

• Minimum Threshold: Commissions become eligible for payout once they reach the minimum threshold specified in the Partner Dashboard.
• Payout Schedule: Payouts are processed on a monthly basis, subject to the minimum threshold being met.
• Payout Methods: Payouts are made via the methods available in the Partner Dashboard (e.g., bank transfer, PayPal, or other supported methods).
• Holdback Period: Commissions are subject to a holdback period (as specified in the Partner Dashboard) to account for potential refunds and chargebacks.

7. Tax Responsibilities

The Partner is solely responsible for all tax obligations arising from income earned under this Agreement, including but not limited to income taxes, self-employment taxes, value-added taxes (VAT), and any other applicable taxes in the Partner’s jurisdiction.

The Company may require the Partner to provide tax documentation, including but not limited to:

• For U.S. persons: IRS Form W-9 (Request for Taxpayer Identification Number and Certification).
• For non-U.S. persons: IRS Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting) or the applicable W-8 series form.

The Company may withhold taxes from commission payments as required by applicable law. Failure to provide requested tax documentation may result in withholding at the maximum applicable rate or suspension of payouts.

The Partner acknowledges that the Company does not provide tax advice and recommends consulting with a qualified tax professional regarding their individual tax obligations.

8. No Permanent Establishment

The parties acknowledge and agree that this Agreement does not create, and is not intended to create, a permanent establishment, dependent agent relationship, or any other taxable presence of the Company in the Partner’s jurisdiction. The Partner’s activities under this Agreement are limited to sharing referral links, and all commercial decisions, transactions, and service delivery are made and executed exclusively by the Company’s automated systems.

9. Intellectual Property

The Company grants the Partner a limited, non-exclusive, non-transferable, revocable license to use the Company’s name, logo, and approved marketing materials solely for the purpose of promoting the platform under this Agreement. All intellectual property rights in the Company’s brand, platform, and content remain the exclusive property of the Company.

10. Term and Termination

• This Agreement is effective from the date of the Partner’s enrollment in the Program and remains in effect until terminated by either party.
• Either party may terminate this Agreement at any time, for any reason, with written notice (email is sufficient).
• The Company may immediately terminate or suspend the Partner’s participation upon any breach of this Agreement.
• Upon termination, the Partner must immediately cease using the Company’s intellectual property and remove all referral links.
• Earned but unpaid commissions that have passed the holdback period will be paid out, provided they meet the minimum threshold. Pending commissions that have not cleared the holdback period are forfeited upon termination for cause.

11. Limitation of Liability

To the maximum extent permitted by applicable law, the Company’s total liability to the Partner under this Agreement shall not exceed the total commissions paid to the Partner in the three (3) months preceding the claim. The Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages.

12. Modifications

The Company reserves the right to modify this Agreement, commission rates, program rules, or any aspect of the Program at any time. Material changes will be communicated via email or through the Partner Dashboard with at least fourteen (14) days’ prior notice. Continued participation in the Program after the effective date of any modification constitutes acceptance of the updated terms.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in English.

14. Entire Agreement

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings.

15. Contact

For questions regarding this Agreement or the Affiliate Program, please contact us at support@astrocodex.ai.