Ambassador Program Agreement

This Ambassador Program Agreement (the "Agreement") is between you ("Ambassador," "you") and 1001660987 Ontario Inc. ("OmnionAI," "we," "us"). By joining the Ambassador Program, you agree to both this Agreement and the OmnionAI Affiliate Program Terms.

1. Incorporation of the Affiliate Program Terms

The Affiliate Program Terms, as amended from time to time, are incorporated into this Agreement in full and form part of it, as if set out here in their entirety. This Agreement supplements the Affiliate Program Terms; it does not replace, narrow, or displace them. Without limiting that, every provision of the Affiliate Program Terms applies to you in your capacity as an Ambassador, and applies to your recruitment of and communications with sub-affiliates as well as to your promotion to customers — including in particular the prohibited-conduct rules, the claims and promotion restrictions, the earnings disclaimer, the intellectual property and brand licence, confidentiality, non-solicitation, data-protection obligations, disclaimers and limitation of liability, indemnification, and set-off.

Capitalised terms used but not defined here have the meanings given in the Affiliate Program Terms. In the event of a conflict or inconsistency between this Agreement and the Affiliate Program Terms, this Agreement controls only to the extent of matters that are specific to being an Ambassador — namely the recruitment of sub-affiliates, the calculation, duration, and payment of the override, and your responsibility for your downline. For every other matter the Affiliate Program Terms control. A provision of this Agreement that merely repeats or summarises the Affiliate Program Terms is not a conflict, and is to be read consistently with them; where a plain-English summary in this Agreement differs from the operative wording of the Affiliate Program Terms, the operative wording governs.

2. Who this is for

The Ambassador Program is the second tier of the OmnionAI partner program, and it is open to every approved partner — there is nothing to apply for. Once your partner account is approved you automatically have a recruitment link and the override below. You must be at least 18 and able to form a binding contract. We may withdraw Ambassador status for breach of this Agreement or the Affiliate Program Terms, on prospective notice.

3. How you earn

So on a sale that comes through one of your recruited sub-affiliates, the total paid out is 25% — your sub-affiliate's 20% plus your 5% override. Your override is calculated as 25% of your sub-affiliate's commission, which on the current 20% partner rate is exactly 5% of the original sale. It is additional to your sub-affiliate's commission and does not reduce what they earn — and because it is a share of their commission, it automatically ends when their 12 months on that customer end.

4. Compensation arises only from product sales (operative)

The following are express terms of this Agreement, not merely an explanation of it:

• No compensation for recruitment. No amount of any kind is payable to you for recruiting a sub-affiliate, for a sub-affiliate’s enrollment or approval, for the size of your downline, or for any activity other than a genuine, paid product subscription. Recruiting a partner earns you nothing by itself, and nothing you or anyone else says can create such an entitlement.
• Compensation arises only from genuine paid subscriptions. Every commission and every override is earned only when a real customer subscribes to the Service and actually pays, and is calculated on the net subscription revenue we actually receive. Amounts tied to a payment that is refunded, disputed, charged back, cancelled, or found to be fraudulent are voided or clawed back under the 30-day hold in Section 5.
• No purchase requirement and no participation fee. There is no fee, subscription, purchase, inventory obligation, minimum spend, training charge, or other payment of any kind required to become an OmnionAI partner, to become or remain an Ambassador, to obtain a recruitment link, or to earn or be paid an override. You are not permitted to charge any such fee to a person you recruit, or to accept payment from a prospective sub-affiliate in connection with their joining the Program.
• Depth. The Program pays on two tiers only — your own referrals and your direct sub-affiliates’ referrals. There is no compensation on any further tier, and you must not describe the Program as having one.

These terms are what keep the Program a legitimate two-tier affiliate program rather than a recruitment or pyramid scheme, and they govern over any contrary statement in any marketing material, illustration, or communication. Any invitation to join as a sub-affiliate must link to this Agreement and the Affiliate Program Terms, and must contain no earnings claim; most participants earn commissions only when a referred customer actually subscribes and pays, and many earn little or nothing.

5. Payouts

• Threshold & schedule. Both your direct commissions and your overrides are paid monthly through FirstPromoter on Net-30 terms — each month's approved amounts are paid on the 30th of the following month, once your total balance is at least US$50. Balances below US$50 roll over until the threshold is met.
• Methods. PayPal or Wise — set your payout method in your FirstPromoter dashboard.
• 30-day fraud-protection hold. Every commission and override is held for at least 30 days after the underlying payment is collected, to cover the refund and chargeback window. Any amount tied to a refunded, disputed, charged-back, canceled, or fraudulent sale is voided or clawed back, even if it was previously shown as pending or approved.
• Taxes and tax documentation. You are solely responsible for all taxes arising from what you earn, for any registration or filing obligations in your own jurisdiction, and for keeping your payout details accurate and current. As a condition of payment, we may require the tax and identity documentation appropriate to your jurisdiction and status (for example, a business number or tax registration number, a taxpayer identification number, or a declaration of residence), and may hold payouts until you supply it. OmnionAI is a Canadian corporation: where required by law we may report amounts paid to you and issue the applicable information slip — generally a T4A for Canadian-resident payees, or the equivalent slip or return, if any, required in your jurisdiction — and may deduct and remit withholding tax where law requires, including non-resident withholding for payees outside Canada. This mirrors Section 3 of the Affiliate Program Terms, which governs in the event of any difference. We do not provide tax advice.
• Set-off. Reversed, voided, or overpaid amounts, and amounts you owe us, may be set off against future commissions and overrides, and are otherwise recoverable as a debt, as provided in the Affiliate Program Terms.

6. Attribution

Referrals are tracked through FirstPromoter with a 60-day, last-click cookie. A sale is credited to the most recent qualifying referral. Overrides follow the sub-affiliate's tracked sales automatically — there is nothing for you to manage by hand.

7. Recruiting sub-affiliates, and responsibility for your downline

Your FirstPromoter Ambassador dashboard gives you a recruitment link. Anyone who signs up as a partner through that link is automatically placed under you as your sub-affiliate, and their referred sales generate your override. Recruiting carries obligations:

• Describe the Program accurately. When you recruit, you must describe the Program as it actually is — the commission rate and its 12-month duration, the two-tier override and that it is paid out of our revenue and not out of the sub-affiliate’s commission, the 60-day last-click attribution, the 30-day hold, the US$50 threshold and Net-30 schedule, and the fact that commissions are reversible. You must direct every person you recruit to these terms and to the Affiliate Program Terms before they enroll, and you must not summarise them in a way that omits the reversal, hold, or attribution rules.
• No earnings claims to prospective sub-affiliates. You must not state, imply, or illustrate any specific, typical, guaranteed, or projected income, commission, downline size, or return to any prospective or existing sub-affiliate, and must not present any illustration we publish without the disclaimer that accompanies it. This is the same prohibition as Sections 6 and 7 of the Affiliate Program Terms and applies with full force to recruitment conversations, direct messages, group chats, webinars, and recruitment landing pages.
• No incentives or side arrangements. You must not offer, promise, or pay any bonus, rebate, kickback, guaranteed minimum, commission share, or other inducement to a person for enrolling as a sub-affiliate, and must not charge them anything (see Section 4). You must not operate a separate scheme, group, or "team" that presents itself as an OmnionAI program, tier, or rank.
• Responsibility for your downline. You are responsible for how you recruit and for the accuracy of what you tell the partners you bring in. Where a sub-affiliate’s violation of the Affiliate Program Terms arises from, or is encouraged, instructed, facilitated, or repeated by you, we may treat it as your own breach. Fraud, spam, cookie stuffing, brand bidding, healthcare targeting, or earnings claims by your sub-affiliates — whether a single serious instance or a pattern across your downline — may result in forfeiture of the affected overrides, forfeiture of your override entitlement generally, withdrawal of Ambassador status, and removal from the Program, in addition to reversal of the underlying commissions. We will normally give you notice and an opportunity to address the conduct first, except where the conduct is fraudulent, unlawful, or ongoing.
• Cooperation. You must promptly report to us any conduct by a sub-affiliate that you know or reasonably suspect breaches these terms, and cooperate with any investigation we conduct.

8. What we expect

• Promote honestly. Describe OmnionAI, its pricing, and its results accurately. No false, exaggerated, or guaranteed-earnings claims — for customers or for sub-affiliates.
• Disclose the relationship. When you recommend OmnionAI or the partner program publicly, clearly disclose that you're a partner (e.g. "#ad," "affiliate," "partner"), as required by the U.S. FTC Endorsement Guides, Canada's Competition Act, and similar rules. Make sure your sub-affiliates do the same.
• Follow the Affiliate Terms. All prohibited-conduct rules in the Affiliate Program Terms — no self-referrals, brand bidding, coupon/deal-site abuse, spam, cookie stuffing, or fake traffic — apply to you and to your sub-affiliates.
• Comply with anti-spam law. Any emailing, texting, or messaging you do must comply with Canada's CASL, the U.S. CAN-SPAM Act and TCPA, and equivalent laws where you operate. As set out in the Affiliate Program Terms, you must not use the OmnionAI Service, any other AI voice agent, or any autodialler or automated messaging system to promote the Program or your recruitment link.

9. Relationship, changes, and termination

You are an independent contractor, not an employee, agent, or partner of OmnionAI, and you have no authority to make commitments on our behalf. We may modify, suspend, or discontinue the Ambassador Program — including the override rate, attribution window, and thresholds — at any time on prospective notice; changes do not reduce amounts already earned. Either party may end participation at any time. On termination, approved and unreversed amounts earned before the termination date are paid on the normal schedule; no new commissions or overrides accrue afterward. We may withhold amounts obtained through conduct that violates this Agreement or the Affiliate Terms. Your sub-affiliates’ own participation is unaffected by the end of yours, and you have no continuing claim to overrides on their sales after your participation ends.

10. General

The general provisions of the Affiliate Program Terms apply to this Agreement and are not restated here. These include, without limitation, assignment (you may not assign; we may), survival, entire agreement, severability, no waiver, notices, force majeure, no third-party beneficiaries, set-off and recovery, confidentiality, non-solicitation, the intellectual property and brand licence and its post-termination wind-down, the disclaimers and limitation of liability, and the indemnity. References in those provisions to "these Affiliate Terms" are read as including this Agreement.

11. Dispute resolution and governing law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, with exclusive jurisdiction and venue in the courts located in Toronto, Ontario, and is subject to the informal-resolution step in the Affiliate Program Terms, consistent with and on the same terms as that agreement.

12. Contact

Questions about the Ambassador Program: support@omnionai.tech.