Affiliate Program Terms

These Affiliate Program Terms (the "Affiliate Terms") are a binding agreement between you ("Affiliate," "you") and 1001660987 Ontario Inc. ("OmnionAI," "we," "us," "our") and govern your participation in the OmnionAI affiliate program (the "Program"). By applying to or participating in the Program, you agree to these Affiliate Terms. These Affiliate Terms are separate from, and do not replace, the OmnionAI Terms of Service that govern use of the OmnionAI service itself.

1. The Program

The Program lets you earn commissions by referring new paying customers to OmnionAI using your unique referral link. The Program is operated and tracked through our partner-management platform, FirstPromoter (firstpromoter.com). You must maintain an active FirstPromoter account to participate and receive payouts. The Program also includes an optional Ambassador tier (see Section 3) under which approved partners can recruit sub-affiliates and earn an override on those sub-affiliates’ referred sales.

2. Enrollment

You must be at least 18 years old and able to form a binding contract. We may accept or reject any application, and may remove any Affiliate from the Program, at our sole discretion. Employees, contractors, and their immediate family members may participate only with our prior written approval.

3. Commissions

• Affiliate commission — rate and duration. You earn 20% of the net subscription revenue we actually receive from each customer you refer, for that customer’s first 12 months as a paying subscriber. This is a recurring commission, paid every month the customer pays, for up to 12 months per customer.
• Ambassador override (two-tier). Every approved partner is also an Ambassador (see the full Ambassador Program Agreement) and may recruit other partners (“sub-affiliates”) using their recruitment link. You then earn an additional override equal to a quarter of your sub-affiliate’s commission — which at the current 20% partner rate is exactly 5% of the original sale amount — on each new customer your sub-affiliates refer. Because the override is a share of your sub-affiliate’s commission, it runs for the same 12 months per customer that their commission runs, and ends when theirs does. It is paid on top of, and without reducing, the 20% your sub-affiliate earns. The override is paid only on genuine product subscription sales (never for recruiting or signing up sub-affiliates), which keeps the Program a legitimate two-tier affiliate program and not a pyramid or recruitment scheme. Ambassador status is automatic for approved partners; the override may be modified or withdrawn on prospective notice, and Ambassador status may be withdrawn for breach of these Terms.
• No compensation for recruitment; no fee to participate. No amount is payable to you for recruiting a sub-affiliate, for a sub-affiliate’s enrollment, or for any activity other than a genuine, paid product subscription by a referred customer. There is no purchase requirement, participation fee, inventory obligation, or minimum spend of any kind to join or remain in the Program or to hold Ambassador status.
• Net revenue. Commissions are calculated on subscription fees actually collected, excluding taxes, refunds, chargebacks, credits, discounts, and one-time purchases (such as minute top-ups).
• Attribution. A referral is attributed to you when a new customer clicks your referral link and signs up within the 60-day attribution (cookie) window. Attribution is last-click: where more than one partner referred the same customer, the most recent qualifying referral is credited. If a customer is already in our system, or was referred by another partner more recently per our tracking, the referral is not credited to you.
• Approval & 30-day hold period. Each commission is held for at least 30 days after the underlying payment is collected — a fraud-protection period long enough to cover the applicable refund and card-chargeback window — before it becomes payable. This protects the Program against payments that are later reversed. Commissions tied to any payment that is refunded, disputed, charged back, canceled, or found to be fraudulent are voided or clawed back, even if they were previously shown as pending or approved. The same 30-day hold and reversal rules apply to Ambassador override commissions.
• Payouts. Payouts are made monthly through FirstPromoter on Net-30 terms — each month’s approved commissions are paid on the 30th of the following month, once your balance is at least US$50 — via PayPal or Wise. Balances below the US$50 minimum roll over until the threshold is met. You are responsible for providing complete and accurate payout information and for keeping it current.
• Taxes and tax documentation. You are solely responsible for determining, reporting, and paying all taxes (including any income, sales, goods and services, harmonized sales, value-added, or equivalent taxes) arising from amounts you earn under the Program, and for any registration or filing obligations in your own jurisdiction. Commissions are stated exclusive of any such taxes. As a condition of payment, we may require you to provide the tax and identity documentation appropriate to your jurisdiction and to your status (for example, a business number or tax registration number, a taxpayer identification number, a declaration of residence, or the equivalent form used where you are resident), and to certify that it is accurate. OmnionAI is a Canadian corporation. Where required by law we may report amounts paid to you to the relevant tax authority and issue the applicable information slip — for Canadian-resident payees this is generally a T4A, and for payees in other jurisdictions it is the slip or return, if any, required there. Where law requires it, we may deduct and remit withholding tax from your payout and remit it to the relevant authority, in which case the amount withheld is treated as paid to you; non-resident withholding may apply to payees outside Canada. We may suspend or hold payouts until you have supplied the documentation we reasonably request. We do not provide tax advice; consult your own advisor.

4. Permitted promotion

You may promote OmnionAI honestly and accurately through your website, content, email lists you lawfully operate, social media, videos, podcasts, and similar channels. You may use OmnionAI's name, logo, and marketing materials solely to promote the Program, in the form we provide them, on the terms set out in Section 8 (Intellectual property and brand licence).

5. Prohibited conduct

• Self-referrals. Referring yourself, your own business, an account you or a household or business associate controls, or arranging for another person to refer you. To enforce this, we may use available signals to detect and reject referrals that share a payment method, card fingerprint, email or email domain, billing details, device, or IP address with the Affiliate, and we may reverse any commission found to be a self-referral.
• Misleading claims. Making false, unsubstantiated, or misleading statements about OmnionAI, its pricing, or its capabilities, or posing as OmnionAI or an OmnionAI employee.
• Brand bidding & trademark misuse. Bidding on "OmnionAI," "Omnion AI," or confusingly similar terms (including misspellings) in Google Ads or any paid search, or using them in domain names, subdomains, apps, or social-media handles. This prevents you from being paid on customers who were already searching for us by name.
• Coupon & deal-site abuse. Operating or advertising "OmnionAI coupon," "discount code," "promo," or deal pages, or advertising any discount, coupon, or promotion we have not authorized in writing. We generally do not offer public discount codes, so such pages exist only to intercept customers who were already going to buy.
• Spam. Unsolicited bulk email, SMS, calls, or messages, or mass-posting your link across forums, Reddit, or social/community groups in violation of those platforms' rules. Promote only through channels you own or where such posts are expressly permitted. You must comply with all applicable anti-spam and telemarketing laws, including Canada's CASL, the U.S. CAN-SPAM Act and TCPA, and equivalent laws where you operate.
• Forced or fake traffic. Cookie stuffing (dropping tracking cookies on visitors who never clicked a genuine referral link), forced clicks, iframes, pop-unders, bots, incentivized or fraudulent signups, or any manipulation of tracking. We monitor for abnormal click-to-conversion patterns and may withhold or reverse commissions from traffic we reasonably believe is inorganic.
• Payment fraud. Referrals completed with stolen, unauthorized, or fraudulent payment methods. Commissions on such referrals are voided.
• Healthcare targeting. Directing your promotion at medical, dental, or other clinical practices, or representing the Service as suitable for collecting patient health information. OmnionAI is not offered for regulated health information (PHI) and no Business Associate Agreement (BAA) is available — see our Terms of Service. We may reverse commissions on referrals obtained by marketing the Service to healthcare providers. We will announce it to affiliates if and when this vertical opens.
• Required disclosures. Failing to clearly disclose your material connection to OmnionAI (e.g., "#ad," "affiliate link") as required by the U.S. FTC Endorsement Guides, Canada's Competition Act, and similar rules.

Violations may result in withheld or reversed commissions, removal from the Program, or both, at our discretion.

6. Claims about the Service, and how you may promote it

OmnionAI sells an AI voice product, and the way you promote it carries regulatory risk for both of us. In addition to Section 5, you represent, warrant, and agree that you will not:

• Use automated calling or AI voice to promote the Program. You will not use the OmnionAI Service itself, any other artificial-intelligence voice agent, any autodialler, predictive or automatic dialling system, prerecorded or synthetic voice message, ringless voicemail, or automated SMS blast to promote OmnionAI, the Program, or your referral or recruitment link. Promotion by outbound calling or texting to people who have not given you the consent required by law is prohibited outright, and the fact that a call or message is placed by an AI does not change that.
• Make compliance or security claims we have not published. You will not state or imply anything about the Service’s regulatory, privacy, or security posture — including any claim about PIPEDA, CASL, the TCPA, HIPAA, PHIPA or other health-privacy law, SOC 2, ISO 27001, penetration testing, encryption, data residency, availability or uptime, certification, audit, or insurance — beyond what OmnionAI has published in writing on our website or supplied to you in writing for that purpose. If we have not published it, you may not say it. In particular, you will not represent that the Service is suitable for protected health information or that a Business Associate Agreement is available.
• Make earnings claims. You will not state, imply, or illustrate any specific, typical, guaranteed, or projected level of income, commission, conversion rate, or return from the Program, to customers, to prospective partners, or to prospective sub-affiliates. Illustrative arithmetic that we publish may be reproduced only in full, together with the disclaimer that accompanies it. See Section 7.
• Misdescribe pricing, features, or availability. You will not describe plans, prices, included minutes, integrations, or roadmap items inaccurately, and you will correct any statement of yours that becomes inaccurate promptly after we notify you or you become aware of it.

A breach of this Section is a material breach. In addition to any other remedy, we may reverse and withhold any commission or override connected to the non-compliant promotion, remove you from the Program, and require you to take down the offending material; and your indemnity in Section 15 expressly extends to claims, investigations, penalties, and regulatory proceedings (including under CASL, the TCPA, the CAN-SPAM Act, the Competition Act, or the rules of any platform) arising from a breach of this Section.

7. Earnings disclaimer

Nothing in the Program, on our website, in our marketing materials, or in any communication from us is a promise, projection, forecast, or guarantee of earnings. Commissions and overrides are earned only when a customer you (or your sub-affiliate) referred actually subscribes and pays, and they depend entirely on your own effort, audience, market, and results. Many partners earn little; some earn nothing at all. Any figures, tables, or examples we publish are illustrations of how the commission structure is calculated, not representations of typical or expected results. You must not present them as such, and you must reproduce our accompanying disclaimer wherever you reproduce the figures. Any communication inviting a person to join the Program or become a sub-affiliate must link to these Affiliate Terms and must contain no earnings claim of any kind.

8. Intellectual property and brand licence

• Licence to you. Subject to your compliance with these Affiliate Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence, for the term of your participation in the Program, to display and use the OmnionAI name, logo, trademarks, trade dress, screenshots, and the marketing materials we supply (together, the "Marks and Materials") solely to promote the Program in accordance with Sections 4, 5, and 6. You must use the Marks and Materials in the exact form we supply them, without modification, alteration, recolouring, cropping, translation, animation, or combination with other marks, and in accordance with any brand or usage guidelines we publish or provide. We may update, withdraw, or require you to stop using any Mark or Material at any time, and you will comply promptly.
• Ownership and goodwill. As between you and us, we and our licensors own all right, title, and interest in and to the Marks and Materials and all intellectual property rights in them. This licence grants you no ownership interest. All use of the Marks by you, and all goodwill generated by that use, inures solely to the benefit of OmnionAI. You will not challenge, or assist any person to challenge, our ownership of or rights in the Marks.
• Your promotional content. Content you independently create to promote the Program — your reviews, articles, videos, posts, and comparisons ("Affiliate Content") — remains yours, and you are solely responsible for it. You grant OmnionAI a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable and transferable licence to reproduce, host, store, adapt for format, excerpt, publicly perform, publicly display, and distribute the Affiliate Content, and your name, handle, and likeness as they appear in it, for OmnionAI’s marketing, promotional, and case-study purposes in any medium now known or later developed. You represent that you have all rights necessary to grant this licence and that the Affiliate Content does not infringe or misappropriate any third-party right. We are not obliged to use the Affiliate Content, and we will not be liable for choosing not to. On your written request we will make commercially reasonable efforts to cease creating new uses of your name, handle, and likeness going forward; materials already published, distributed, or in production may continue to be used.
• On termination. The licence in this Section ends automatically when your participation in the Program ends. Within thirty (30) days of termination you must stop all use of the Marks and Materials, remove them from your websites, profiles, advertising, and channels, and either remove your referral and recruitment links or clearly de-brand the surrounding content so that it no longer presents you as an OmnionAI partner or implies any continuing affiliation. Links that remain live after that period do not create any entitlement to commission and may be disabled by us or by FirstPromoter.
• No confusing registrations. You will not apply for, register, or acquire any trademark, business name, domain name, subdomain, app name, social-media handle, or account name that consists of, incorporates, or is confusingly similar to any of the Marks, and you will assign or transfer any such registration to us at our request and at your cost. This obligation is in addition to, and does not limit, the brand-bidding and trademark-misuse prohibition in Section 5.

9. Confidentiality

"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with the Program that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure — including unreleased features and roadmap, non-public pricing and commercial terms, customer and prospect identities, Program performance and payout data, security information, and business plans. Each party will use the other’s Confidential Information only for the purposes of the Program, will not disclose it to any third party except to its own personnel and advisors who need it and are bound by confidentiality obligations at least as protective, and will protect it using at least reasonable care.

Confidential Information does not include information that: (a) is or becomes public other than through the Recipient’s breach; (b) was rightfully known to the Recipient without a duty of confidence before disclosure; (c) is rightfully received from a third party without a duty of confidence; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information. The Recipient may disclose Confidential Information where required by law, regulation, or court or regulatory order, provided that (unless legally prohibited) it gives the Discloser prompt notice and reasonable cooperation so the Discloser can seek protective treatment, and discloses only what is legally required. This Section survives termination of your participation for three (3) years, except that Confidential Information constituting a trade secret remains protected for as long as it qualifies as such under applicable law. Personal information is additionally governed by Section 12 and by our Privacy Policy.

10. Non-solicitation

During your participation in the Program and for twelve (12) months afterwards, you will not, directly or indirectly:

• knowingly solicit or attempt to induce any OmnionAI customer — or any prospective customer with whom we were in active discussions during your participation — whose identity you became aware of through your participation in the Program (including through your FirstPromoter dashboard, our referral reporting, or information we provided to you) to cancel, reduce, or not renew their OmnionAI subscription, or to purchase a product or service that competes with the Service; or
• knowingly solicit or attempt to induce any OmnionAI partner, affiliate, Ambassador, or sub-affiliate to leave the Program or to promote a product or service that competes with the Service in place of OmnionAI.

This Section is limited to persons you learned of through the Program. It does not restrict general advertising, content, or marketing that is not targeted at those persons; it does not prevent you from promoting other products, including competing products, to your own audience generally; it does not apply to any person who was already your customer or contact before you joined the Program; and it does not restrict you from responding to an unsolicited approach. It is intended to protect our legitimate proprietary interest in our customer and partner relationships and to go no further, and it is to be read down rather than struck out if any part of it is found to be broader than is reasonable.

11. Data protection and prospect information

If, in promoting the Program, you collect or handle personal information about prospects, leads, subscribers, or referred individuals ("Prospect Data"), you do so as an independent controller (or business) in your own right, not on OmnionAI’s behalf and not as our processor, agent, or service provider. Accordingly:

• You are responsible for establishing and maintaining a valid lawful basis (and, where applicable, express or implied consent) for every collection, use, and disclosure of Prospect Data, including for every commercial electronic message you send.
• You must publish and maintain your own privacy notice that accurately describes your collection and use of Prospect Data and your relationship with OmnionAI, and must honour access, correction, deletion, opt-out, and unsubscribe requests you receive.
• You must comply with all privacy, anti-spam, and telemarketing laws that apply to you and to the people you contact, including Canada’s PIPEDA and CASL, the U.S. CAN-SPAM Act and TCPA and applicable U.S. state privacy laws, and the EU/UK GDPR where it applies to your activities, and must maintain the records those laws require (including proof of consent).
• You must not transfer, upload, or otherwise make available to OmnionAI any list, database, or set of Prospect Data unless you have a lawful basis to do so and have given any notice and obtained any consent required for that disclosure, and you must not do so at all where we have not asked for it. If you send us Prospect Data in breach of this Section, we may delete it without notice, and you remain responsible for the consequences of the transfer.
• You must not represent to any person that OmnionAI is the sender of, or is responsible for, your marketing communications.

Personal information we hold about you as a partner — including payout and tax details — is handled as described in our Privacy Policy. Your indemnity in Section 15 extends to claims and regulatory proceedings arising from your handling of Prospect Data.

12. Relationship

You are an independent contractor. Nothing in these Affiliate Terms creates an employment, agency, partnership, or joint-venture relationship. You have no authority to make commitments on OmnionAI's behalf, and you are solely responsible for your own expenses, taxes, and compliance with the laws that apply to your promotion.

13. Term and termination

Either party may end participation in the Program at any time, with or without cause. On termination, approved and unreversed commissions earned before the termination date will be paid out per the normal payout schedule; no new commissions accrue after termination. We may withhold commissions obtained through conduct that violates these Affiliate Terms. We may modify, suspend, or discontinue the Program (including commission rates and attribution windows) at any time on prospective notice; changes do not reduce commissions already earned.

14. Disclaimers and liability

The Program and all tracking are provided "as is." We do not guarantee any level of earnings, clicks, conversions, or tracking availability, including any downtime or errors of FirstPromoter or other third-party providers. To the maximum extent permitted by law, our total aggregate liability to you arising out of or relating to the Program will not exceed the total commissions paid or payable to you in the three (3) months preceding the event giving rise to the claim, and we will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits or revenue.

15. Indemnification

You will defend, indemnify, and hold harmless OmnionAI and its owners, officers, employees, suppliers, and licensors from any claims, damages, liabilities, penalties, fines, investigations, regulatory proceedings, and costs (including reasonable legal fees) arising out of your promotional activities, your content or channels, your handling of Prospect Data, your breach of Section 6 (claims about the Service), your violation of these Affiliate Terms, or your violation of applicable law.

16. Set-off and recovery

We may set off, deduct, or recoup against any amount payable to you any commission or override that has been reversed, voided, clawed back, or overpaid, and any amount you owe us under these Affiliate Terms, including under Section 15. If your balance is insufficient, or you leave the Program before the amount is recovered, the outstanding amount is a debt due and payable by you on demand, and we may pursue it by any lawful means. Nothing in this Section limits any other remedy available to us.

17. Dispute resolution and governing law

These Affiliate Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules.

Informal resolution first. Before commencing any proceeding, you agree to notify us in writing at support@omnionai.tech describing the dispute and the relief sought, and the parties will attempt in good faith to resolve it informally for at least thirty (30) days after that notice. This step is a precondition to filing, except that either party may at any time seek interim or injunctive relief to protect its intellectual property or Confidential Information.

Courts. If the dispute is not resolved informally, you and we agree to the exclusive jurisdiction of, and venue in, the courts located in Toronto, Ontario, and waive any objection to that forum. Any claim must be commenced within one (1) year after it arose, to the maximum extent permitted by law.

18. General

• Assignment. You may not assign, delegate, or transfer these Affiliate Terms or your Program account, referral links, sub-affiliate downline, or accrued commissions, in whole or in part, by operation of law or otherwise, without our prior written consent; any attempt to do so is void. We may assign these Affiliate Terms freely, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. These Affiliate Terms bind and benefit the parties and their permitted successors and assigns.
• Survival. Sections 3 (as to accrued and reversible amounts, and taxes), 6, 7, 8 (as to ownership, goodwill, the licence you grant us, and post-termination obligations), 9, 10, 11, 12, 14, 15, 16, 17, and this Section 18 survive termination or expiry of your participation in the Program, together with any other provision that by its nature is intended to survive.
• Entire agreement. These Affiliate Terms, together with the Ambassador Program Agreement and our Privacy Policy, are the entire agreement between you and us about the Program and supersede all prior or contemporaneous proposals, statements, and understandings about it, whether oral or written. No statement made in a webinar, chat, email, or dashboard message varies these Affiliate Terms unless we agree to the variation in writing signed by us. If you are also a customer, the Terms of Service continue to govern your use of the Service.
• Severability. If any provision is held invalid, illegal, or unenforceable, it will be limited or, if it cannot be limited, severed to the minimum extent necessary, and the remaining provisions remain in full force.
• No waiver. No failure or delay in exercising any right is a waiver of it, and no single or partial exercise precludes any further exercise. A waiver is effective only if given in writing by the waiving party, and applies only to the instance specified.
• Notices. We may give you notice through the Program, through FirstPromoter, or by email to the address on your partner account, and such notice is effective when sent. You must keep that address current. You must give us notice by email to support@omnionai.tech, effective on our receipt.
• Force majeure. Neither party is liable for any delay or failure to perform (other than an obligation to pay amounts already due and payable) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, governmental action, and internet, telecommunications, hosting, power, or third-party provider failures, outages, or attacks. Tracking and payout outages at FirstPromoter, PayPal, or Wise are within this Section.
• No third-party beneficiaries. These Affiliate Terms do not confer any right or remedy on any person other than you and us and our permitted assigns. Sub-affiliates contract with us directly on these Affiliate Terms; being someone’s sub-affiliate creates no contractual relationship between the sub-affiliate and their Ambassador.
• Language. The parties have requested that these Affiliate Terms and all related documents be drawn up in English. Les parties ont demandé que ces conditions et tous les documents s’y rattachant soient rédigés en anglais. If you reside in Quebec and require a French version, contact us before enrolling and we will accommodate the request.

19. Changes

We may update these Affiliate Terms from time to time. Material changes will be posted here with an updated effective date and, where practical, notice via the Program. Continued participation after changes take effect constitutes acceptance. For partners enrolled before a change, new or expanded obligations — including the covenants in Sections 10 and 11 — bind thirty (30) days after the change is posted or notified, whichever is later, and only prospectively.

20. Contact

Questions about the Program: support@omnionai.tech.