Pexo.ai Affiliate Partner Terms and Conditions

1.1 This Affiliate Partner Terms and Conditions (this "Agreement") is entered into by and between:

Company: ExtreMo Limited, a company incorporated under the laws of Hong Kong, with its registered office at Rm 06, 13A/F, South Tower, World Finance Centre, Harbour City, 17 Canton Road, Tsim Sha Tsui, Hong Kong (hereinafter referred to as "Pexo.ai", "we", "us", or "our").

Affiliate: The individual or legal entity applying for and, upon approval, participating in the Pexo.ai Affiliate Program (hereinafter referred to as "Affiliate", "you", or "your").

By submitting an Affiliate application and checking the "I Agree to the Terms and Conditions" box, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to any provision of this Agreement, do not apply to join the Affiliate Program.

2.1 Applicants must be at least eighteen (18) years of age and possess full legal capacity to enter into a binding agreement. If applying on behalf of a legal entity, the applicant represents and warrants that they are duly authorized to bind such entity to this Agreement and that such entity has full legal power to enter into this Agreement.

2.2 Applicants shall provide true, accurate, current, and complete information as requested, including but not limited to name or alias, primary promotional channel(s) and associated link(s), and estimated monthly promotional volume. Applicants agree to promptly update such information in the event of any changes. Pexo.ai shall not be liable for any failure in performance resulting from information that is inaccurate or incomplete.

2.3 Pexo.ai reserves the right, in its sole and absolute discretion, to review, approve, or reject any application without obligation to provide reasons for such decision. Rejected applicants shall have no legal or other remedy in connection with such rejection.

2.4 The Affiliate application can be found at https://forms.gle/twQHvhn6owKaPbXh6. Applicants must complete all required fields and agree to this Agreement. Upon approval, Affiliates will receive an email notification and obtain their unique referral link through the Rewardful platform.

3.1 The Parties acknowledge and agree that the Affiliate is an independent contractor of Pexo.ai and not an employee, agent, partner, or fiduciary of Pexo.ai. Nothing in this Agreement shall be construed to create any employment, agency, partnership, or joint venture relationship between the Parties.

3.2 The Affiliate shall not represent, act for, or bind Pexo.ai in any manner, nor make any commitments or representations on behalf of Pexo.ai.

3.3 The Affiliate shall not be entitled to any employee benefits of Pexo.ai, including but not limited to social insurance, health insurance, paid leave, or retirement benefits.

3.4 The Affiliate is solely responsible for the reporting and payment of all taxes, duties, and other governmental charges arising from commissions received under this Agreement. All commission amounts payable by Pexo.ai are gross amounts, and any applicable taxes shall be borne solely by the Affiliate.

4.1 Commissions shall be tracked and calculated through the Rewardful platform.

4.2 Attribution Window. A unified attribution window of three (3) months (90 days) shall apply, commencing from the date a user clicks on the Affiliate's referral link. All user actions within this window — including registration, initial subscription, renewal, and credit pack purchases — shall be attributed to the Affiliate. Upon expiration of the attribution window, no further commissions shall accrue.

4.3 Commission Rates:

• Initial Subscription: Upon a referred user's first subscription to a paid plan, the Affiliate shall receive a commission equal to thirty percent (30%) of the payment amount received by Pexo.ai.
• Renewals and Add-on Purchases: For each renewal or credit pack purchase made by a referred user within the attribution window, the Affiliate shall receive a commission equal to ten percent (10%) of the payment amount received by Pexo.ai.

4.4 Commissions are calculated based on the actual payments received and retained by Pexo.ai. In the event that a payment is subsequently refunded, disputed, or subject to a chargeback, the corresponding commission shall not be paid or, if already paid, shall be deducted from future commissions payable to the Affiliate.

4.5 Commissions are payable solely in respect of new users who first register on Pexo.ai through the Affiliate's referral link. Existing registered users of Pexo.ai who access or make payments through the Affiliate's link shall not generate any commission.

4.6 Pexo.ai reserves the right to modify commission rates at any time. The Affiliate will be notified of any changes via email or through the Rewardful platform prior to such changes taking effect. Continued participation in the Affiliate Program following such notification shall constitute acceptance of the revised commission rates.

4.7 Pexo.ai retains sole and exclusive discretion with respect to the calculation and payment of all commissions.

5.1 Commissions shall be settled on a monthly basis. Each commission shall be subject to a thirty (30) day cooling-off period from the date it is generated. Upon confirmation following the cooling-off period, commissions shall be included in the next settlement cycle, with payments issued on the fifteenth (15th) day of each month.

5.2 The minimum payout threshold is thirty United States dollars (USD $30). Commissions below the minimum threshold shall automatically carry over to the next settlement cycle.

5.3 Commissions shall be paid via PayPal. The Affiliate must provide and maintain valid PayPal account information in their account settings. Any transaction fees associated with payments shall be borne by the Affiliate.

5.4 All commissions shall be calculated and paid in United States dollars (USD). Certain payment methods may incur processing fees, which may be deducted from the Affiliate's commission payment.

5.5 Where a user requests a refund or initiates a chargeback during the cooling-off period, the corresponding commission shall not be paid. Where a commission has already been settled and paid, it shall be recovered by deduction from future commissions payable to the Affiliate only in the event that the user initiates a refund or chargeback. Commissions shall not be clawed back where a user voluntarily cancels their subscription without requesting a refund.

5.6 The Affiliate shall ensure that their PayPal account information is accurate and valid at all times. Pexo.ai shall not be liable for any payment failure resulting from inaccurate or invalid payment information provided by the Affiliate.

The following conduct is strictly prohibited. Violation of any of the following may result in commission forfeiture, account suspension, or termination of this Agreement:

6.1 Self-Referral. The Affiliate shall not use their own referral link to register accounts or purchase services for themselves or any associated persons. The Affiliate shall not open accounts under fictitious names or the names of others for the purpose of obtaining commissions.

6.2 Trademark Bidding. The Affiliate shall not purchase paid advertisements on any search engine (including but not limited to Google and Bing) using "Pexo", "Pexo.ai", "pexo.ai", or any other Pexo.ai branded terms or variations thereof as keywords. When running search advertisements, the Affiliate must add all such terms as negative keywords.

6.3 Unsolicited Communications. The Affiliate shall not send spam or unsolicited promotional communications, including but not limited to emails to purchased lists or direct messages to social media users who have not consented to be contacted.

6.4 Fraudulent Traffic. The Affiliate shall not generate or direct bot traffic, fraudulent traffic, or any form of malicious traffic to the Pexo.ai website.

6.5 Objectionable Content. The Affiliate shall not promote Pexo.ai on or through any website, platform, or medium that contains pornographic, violent, hateful, discriminatory, extremist, or illegal content.

6.6 False or Misleading Representations. The Affiliate shall not use misleading claims, false statements, or deceptive comparisons with competitors to promote Pexo.ai.

6.7 Cash Rebates. The Affiliate shall not offer cash rebates or other monetary incentives to users in order to induce registration or purchases.

6.8 Link Tampering. The Affiliate shall not modify, alter, or tamper with the tracking parameters of their referral link.

6.9 Disclosure Obligations. The Affiliate shall comply with all applicable advertising disclosure laws and regulations in their jurisdiction and shall clearly disclose their affiliate relationship with Pexo.ai in all promotional content.

7.1 Pexo.ai may make available to the Affiliate certain promotional materials, including but not limited to logos, product screenshots, and copywriting templates.

7.2 The Affiliate shall use such materials strictly in accordance with the guidelines provided by Pexo.ai and shall not modify, distort, or use Pexo.ai's trademarks, name, or brand identifiers in any misleading manner.

7.3 The Affiliate shall not register any domain names, social media accounts, or other online identifiers that are identical or confusingly similar to Pexo.ai.

7.4 All intellectual property rights in the promotional materials and brand assets remain the exclusive property of Pexo.ai. Nothing in this Agreement constitutes a transfer or assignment of any intellectual property rights.

7.5 Upon termination of this Agreement, the Affiliate shall immediately cease all use of Pexo.ai's promotional materials and referral links and shall delete any downloaded brand assets.

8.1 Each Party shall maintain in strict confidence all non-public information obtained in the course of their cooperation under this Agreement, including but not limited to Pexo.ai's user data, internal operational strategies, and unreleased product plans ("Confidential Information").

8.2 Each Party shall take reasonable measures to protect Confidential Information and shall not disclose such information to any third party without the prior written consent of the other Party.

8.3 The obligations of confidentiality set forth in this Section shall survive the termination of this Agreement.

9.1 Upon discovering a breach of any provision of this Agreement by the Affiliate, Pexo.ai shall issue a written warning via email and provide a seven (7) day cure period.

9.2 If the breach is not remedied within the cure period, Pexo.ai shall be entitled to freeze all unpaid commissions of the Affiliate.

9.3 Upon confirmation of a breach, Pexo.ai shall be entitled to immediately terminate this Agreement, forfeit all unpaid commissions, and disable the Affiliate's referral link.

9.4 Exception: In respect of violations of Section 6.5 (Objectionable Content), Pexo.ai reserves the right to terminate this Agreement immediately without prior warning. Such violations may cause irreparable harm to Pexo.ai's brand reputation and domain authority, and accordingly the cure period shall not apply.

9.5 Where Pexo.ai determines, in its sole discretion, that any commission was procured through fraudulent means or in violation of this Agreement, such commission shall not be paid, and any amounts previously paid shall be deducted from future commissions payable to the Affiliate.

10.1 To the maximum extent permitted by applicable law, Pexo.ai's total aggregate liability to the Affiliate arising out of or in connection with this Agreement shall not exceed the total commissions actually paid to the Affiliate in the twelve (12) months immediately preceding the event giving rise to such liability.

10.2 In no event shall Pexo.ai be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of profits, loss of data, or business interruption, regardless of whether Pexo.ai has been advised of the possibility of such damages.

10.3 The Affiliate agrees to indemnify, defend, and hold harmless Pexo.ai and its officers, directors, employees, and agents from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the Affiliate's breach of this Agreement or violation of applicable law.

11.1 Either Party may terminate this Agreement by providing thirty (30) days' prior written notice (including by email) to the other Party.

11.2 In the event of a material breach of this Agreement by the Affiliate, Pexo.ai may terminate this Agreement immediately without prior notice.

11.3 Upon termination, the Affiliate shall be entitled to receive commissions that were confirmed and had passed the cooling-off period prior to termination. Commissions still within the cooling-off period shall be processed in accordance with the standard settlement procedures.

11.4 Upon termination, the Affiliate shall immediately cease all use of Pexo.ai's promotional materials and referral links and shall delete all downloaded brand assets.

11.5 The provisions of this Agreement relating to confidentiality (Section 8), limitation of liability (Section 10), and indemnification (Section 10.3) shall survive the termination of this Agreement.

12.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written communications, negotiations, and agreements.

12.2 Pexo.ai reserves the right to amend this Agreement at any time. The Affiliate will be notified of any amendments via email or through the Rewardful platform. Continued participation in the Affiliate Program following such notification shall constitute acceptance of the amended terms.

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

12.4 The failure of Pexo.ai to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

12.5 The Affiliate may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Pexo.ai.

13.1 This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.

13.2 Any dispute arising out of or in connection with this Agreement shall first be resolved through good faith negotiation between the Parties. If the Parties are unable to resolve such dispute through negotiation, either Party may submit the dispute to the exclusive jurisdiction of the courts of the Hong Kong Special Administrative Region.