Partner Agreement

This Partner Agreement ("Agreement") is entered into between Hubster S.M.N LTD, a company registered in Cyprus, operating the TraciaAI mobile application ("Company", "we", "us"), and you, the Partner ("Partner", "you", "your"). By accessing the Partner Dashboard or clicking "I Accept", you agree to be bound by the terms of this Agreement.

1. Purpose

This Agreement establishes the terms under which the Partner may participate in the TraciaAI Referral Partner Program. The Partner will promote TraciaAI using a unique referral code and earn commissions on qualifying subscriptions generated through that code.

2. Definitions

• "Referral Code" means the unique alphanumeric code assigned to the Partner by the Company for tracking referrals.
• "Referred User" means a new TraciaAI user who applies the Partner's Referral Code to their account.
• "Qualifying Subscription" means a paid subscription (Pro Monthly or Elite Annual) purchased by a Referred User that is active, non-refunded, and non-fraudulent.
• "Commission" means the percentage of subscription revenue payable to the Partner for each Qualifying Subscription.
• "Billing Cycle" means one monthly period for Pro Monthly subscriptions or one annual period for Elite Annual subscriptions.
• "Dashboard" means the Partner Dashboard within the TraciaAI app where the Partner can view referral statistics.

3. Referral Code

3.1 Issuance

The Company will assign one or more unique Referral Codes to the Partner. Each code will have a specified discount percentage for users and a commission percentage for the Partner, as communicated by the Company.

3.2 Usage Rules

• The Partner may distribute the Referral Code through any lawful channel (social media, in-person, print, website, etc.).
• The Partner shall not distribute the Referral Code through spam, unsolicited messages, or deceptive practices.
• The Partner shall not use the Referral Code for their own account.
• The Partner shall not create fake accounts or encourage others to create fake accounts to inflate referral numbers.
• The Company may deactivate a Referral Code at any time if misuse is detected.

3.3 Code Limits

Referral Codes may have a maximum number of uses as specified by the Company. A code with unlimited uses has no cap. The Company may adjust usage limits at any time with written notice to the Partner.

4. User Discount

When a Referred User applies the Partner's Referral Code before subscribing, they receive a discount on their subscription as specified by the Company. The discount percentage is set by the Company and may vary by code. The discount applies as configured at the time of code creation and cannot be modified by the Partner.

5. Commission Structure

5.1 Commission Rate

The Partner earns a commission on each Billing Cycle of each Qualifying Subscription, at the rate communicated by the Company when the Referral Code is issued.

5.2 Commission Calculation

• For Pro Monthly ($9.99/month): Commission = subscription price × commission percentage, per monthly Billing Cycle.
• For Elite Annual ($69.99/year): Commission = subscription price × commission percentage, per annual Billing Cycle.
• Commission accrues for each Billing Cycle during which the Referred User maintains an active, non-refunded subscription.

5.3 Exclusions

Commission is NOT earned on:

• Free trial periods (the 7-day free trial does not generate commission).
• Refunded subscriptions (if a Referred User receives a refund for any reason, the corresponding commission is forfeited).
• Cancelled subscriptions after the cancellation takes effect (commission stops accruing once the subscription expires).
• Fraudulent or artificial sign-ups as determined by the Company in its sole discretion.

5.4 Recurring Commission

Commission is recurring for as long as the Referred User maintains an active Qualifying Subscription. If a Referred User cancels and later resubscribes, commission resumes from the new subscription date.

6. Payment Terms

6.1 Eligibility Period

Commission becomes eligible for payment 30 days after the subscription date or renewal date of each Billing Cycle. This 30-day hold period ensures the refund window has passed and the subscription is confirmed as non-refunded. Commission that has not yet passed the 30-day hold period is considered "pending" and is not payable.

6.2 Payment Schedule

All eligible commissions are paid in a single monthly batch on a fixed day of each calendar month (the "Payout Date"), as communicated by the Company. Each payout includes all commissions that became eligible (i.e., passed the 30-day hold period) since the previous Payout Date.

Example: If a Referred User subscribes on March 5, the commission becomes eligible on April 4 (30 days later). This commission is then included in the next Payout Date after April 4.

6.3 Minimum Payout

The minimum payout threshold is €50 (fifty euros). If the Partner's eligible earnings are below this threshold on a Payout Date, the balance carries over to the next Payout Date until the threshold is met.

6.4 Payment Method

Payments are made via bank transfer to the account provided by the Partner. The Partner is responsible for providing accurate banking information. The Company is not liable for payments sent to incorrect accounts due to information provided by the Partner.

6.5 Currency

All commissions are calculated in US Dollars (USD) based on the subscription price. Payments are converted to Euros (EUR) at the prevailing exchange rate on the date of payment.

6.6 Taxes

The Partner is solely responsible for all taxes, duties, and levies applicable to commission payments received under this Agreement. The Company may request tax identification information and may withhold taxes as required by applicable law.

7. Partner Dashboard

The Company provides a Partner Dashboard within the TraciaAI app where the Partner can view:

• Total number of Referred Users
• Number of active subscribers among Referred Users
• Unpaid (accrued) earnings
• Lifetime earnings
• Individual Referred User information: first name, join date, and current subscription tier only

The Partner acknowledges that the Dashboard data is provided for informational purposes and may not reflect real-time data. The Company's internal records shall be the authoritative source for commission calculations.

8. Data Privacy and Referred User Information

8.1 Limited Data Access

Through the Partner Dashboard, the Partner may access limited information about Referred Users, specifically: first name, date of referral code application, and current subscription tier (free, pro, or elite). No other personal data is shared.

8.2 Data Protection Obligations

The Partner agrees to:

• Not attempt to identify, contact, or collect additional personal data about Referred Users beyond what is provided in the Dashboard.
• Not sell, share, or disclose Referred User information to any third party.
• Comply with all applicable data protection laws, including the GDPR, when handling any Referred User information.
• Immediately notify the Company of any suspected data breach involving Referred User information.

8.3 Privacy Policy Reference

The Company's Privacy Policy describes how Referred User data is collected and shared with Partners. The Partner acknowledges having read and understood this policy.

9. Partner Obligations

The Partner agrees to:

• Promote TraciaAI honestly and accurately, without making false or misleading claims about the App's capabilities.
• Not represent themselves as an employee, agent, or official representative of Hubster S.M.N LTD or TraciaAI.
• Not make any health, medical, or fitness claims on behalf of TraciaAI beyond what is stated in the App's official marketing materials.
• Comply with all applicable laws and regulations in their jurisdiction, including advertising disclosure requirements (e.g., clearly disclosing the referral relationship when promoting the code).
• Not engage in any activity that could damage the reputation of TraciaAI or Hubster S.M.N LTD.
• Promptly inform the Company of any changes to their contact or banking information.

10. Company Obligations

The Company agrees to:

• Provide the Partner with one or more active Referral Codes.
• Accurately track referrals and calculate commissions in good faith.
• Make commission payments according to the schedule in Section 6.
• Provide access to the Partner Dashboard for monitoring referral performance.
• Notify the Partner of any material changes to the referral program at least 30 days in advance.

11. Intellectual Property

The Company grants the Partner a limited, non-exclusive, non-transferable, revocable license to use the TraciaAI name and logo solely for the purpose of promoting the App under this Agreement. The Partner shall not modify the TraciaAI branding or create derivative works. All intellectual property rights in TraciaAI remain with Hubster S.M.N LTD.

12. Term and Termination

12.1 Term

This Agreement is effective from the date the Partner accepts it and continues for an initial term of 12 months. It automatically renews for successive 12-month periods unless either Party provides written notice of non-renewal at least 30 days before the end of the current term.

12.2 Termination for Convenience

Either Party may terminate this Agreement at any time by providing 30 days' written notice to the other Party via email.

12.3 Termination for Cause

The Company may terminate this Agreement immediately if the Partner:

• Breaches any material term of this Agreement.
• Engages in fraudulent or deceptive referral practices.
• Causes reputational harm to TraciaAI or Hubster S.M.N LTD.
• Violates any applicable law in connection with their referral activities.

12.4 Effects of Termination

Upon termination:

• All Referral Codes assigned to the Partner will be deactivated.
• The Partner must cease all promotional activities for TraciaAI.
• Outstanding commissions earned before the termination date will be paid according to Section 6, subject to the 30-day hold period.
• The Partner's access to the Partner Dashboard will be revoked.
• Commission on future Billing Cycles of existing Referred Users ceases immediately upon termination.

13. Limitation of Liability

To the maximum extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement. The Company's total liability under this Agreement shall not exceed the total commissions paid to the Partner in the 12 months preceding the claim.

14. Indemnification

The Partner agrees to indemnify and hold harmless Hubster S.M.N LTD, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from the Partner's promotional activities, breach of this Agreement, or violation of any applicable law.

15. Confidentiality

Each Party agrees to keep confidential any non-public information received from the other Party in connection with this Agreement, including but not limited to commission rates, business strategies, and technical information. This obligation survives termination of this Agreement for a period of 2 years.

16. Modifications

The Company may modify the terms of the referral program (including commission rates, discount percentages, and payout schedules) with at least 30 days' written notice to the Partner. If the Partner does not agree to the modifications, they may terminate this Agreement by providing written notice before the modifications take effect. Continued participation after the modification date constitutes acceptance.

17. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus. Any disputes arising from or related to this Agreement shall be submitted to the exclusive jurisdiction of the courts of Nicosia, Cyprus. Before initiating legal proceedings, the Parties agree to attempt to resolve disputes through good-faith negotiation for a period of at least 30 days.

18. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

19. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and representations.

20. Notices

All notices under this Agreement shall be in writing and sent via email to the email addresses associated with the Partner's TraciaAI account and the Company's contact address (hey@hubst3r.com). Notices are deemed received on the date of delivery as confirmed by the email system.

21. Contact Information

For questions about this Agreement, contact us at:

Hubster S.M.N LTD
Email: hey@hubst3r.com
Country: Cyprus