These Terms and Conditions (the "Terms") govern participation in the Ohmia.AI partner program (the "Program"). Joining the Program and using the personal referral link constitute full and unconditional acceptance of these Terms. If the participant does not intend to accept them, they must not join the Program nor use the referral link. These Terms supplement and are read together with the Ohmia.AI Terms of Service.
For the purposes of these Terms: "Provider" means the entity operating Ohmia.AI, as identified above; "Partner" means the individual or legal entity joining the Program as an occasional introducer; "Referred Customer" means the user who subscribes to a paid Ohmia.AI plan through the Partner's referral link; "Referral" means the occasional, non-exclusive activity of indicating potential customers; "Commission" means the one-off compensation that may be due to the Partner under the applicable rates; "Maturation Period" means the time after which a Commission becomes payable.
The Partner acts as an occasional, independent introducer, in full organizational autonomy. The Program does not create, in any case, a relationship of agency or representation, of stable business procurement, of employment or quasi-subordinate work, of mandate with representation, or of association, partnership or joint venture between the Partner and the Provider. In particular:
Should the activity in fact become stable, systematic or organized through the Partner's own choice, the Partner shall notify the Provider in advance so that a separate agreement may be defined; in no case shall these Terms be construed as establishing an agency relationship.
Enrollment in the Program is free. No payment, nor the subscription or maintenance of a paid Ohmia.AI plan, is required to join the Program, earn Commissions or request payout. The Program section remains accessible to the Partner even if its own paid plan expires, is suspended or ends.
To join, the Partner must be at least 18 years old with legal capacity and, if a legal entity, act through a duly authorized person. The Partner warrants the truthfulness and currency of the data provided and is responsible for safeguarding its credentials. Only one Partner account per person is allowed; creating multiple accounts is prohibited. Persons subject to restrictive measures/sanctions or resident in embargoed/restricted countries may not join.
The Partner is assigned a personal referral link. A Commission is attributed when a Referred Customer subscribes to a paid plan through that link, according to the Provider's tracking system, which prevails. Attribution is based on the last valid referral recorded before subscription ("last-click"), within the attribution window shown in the Program interface. Where several referrals compete, the last valid one prevails. No Commission is due where tracking did not occur or was blocked, altered or made impossible by customer settings, ad-blockers, lack of cookie consent or any other cause not attributable to the Provider. The Provider recognizes two Commission levels (direct and sub-referral) at the rates shown from time to time in the Program interface.
Each Commission is initially recorded as "maturing". It becomes payable after a Maturation Period of 30 (thirty) days from the recording date, provided the related payment by the Referred Customer has not been refunded, reversed or disputed.
Payout requests may be made within the window shown in the Program interface, upon reaching any minimum threshold indicated there, and are settled in euros (EUR) by bank transfer to the details provided by the Partner. Any beneficiary bank fees are borne by the Partner. The Provider may condition payment on prior receipt of correct and complete tax and banking details and, where due, of a valid tax document. Suitable accounting documentation is issued or received for the payment.
Where a Referred Customer's payment is fully or partially refunded, reversed, charged back or disputed with an outcome unfavorable to the Provider, the related Commission is automatically cancelled. If already paid, the Provider is entitled to recover the amount, which may be offset against accrued or future Commissions or claimed back. Customer refunds are handled under the Provider's refund policy at ohmia.ai/refund.
The Partner is prohibited from engaging in fraudulent conduct or conduct apt to alter the proper functioning of the Program. In particular, the following are prohibited:
The Provider assesses fraud or breaches with reasonable discretion and may provisionally suspend Commission payment during checks. Breach results in cancellation of the affected Commissions, recovery of amounts already paid, and immediate exclusion of the Partner. The Partner may submit written observations within 15 (fifteen) days of notice of the measure.
The Provider grants the Partner a limited, non-exclusive, non-transferable, free and revocable license to use the trademarks, logos and promotional materials provided or approved by the Provider, solely to fairly promote Ohmia.AI within the Program and in compliance with any brand guidelines. The Partner may not modify the distinctive signs, use them in disparaging, misleading or non-compliant contexts, or register/file them. The license terminates automatically upon the end of participation, and the Partner must cease all use of the marks and materials.
The Partner must clearly and visibly disclose the commercial relationship with the Provider whenever promoting Ohmia.AI, in compliance with applicable advertising and commercial-communication rules, including, where applicable, the U.S. Federal Trade Commission (FTC) guidelines and EU commercial-practice provisions. The Partner is not authorized to make statements, warranties or promises on the Provider's behalf, to present earnings as guaranteed, or to make its own channels appear official.
Commissions are paid gross of any tax, duty or contribution. The Partner is solely responsible for the correct fulfilment of tax, social-security and, where applicable, invoicing obligations arising from the Commissions, under the law of its country of residence or establishment. In particular:
The Provider gives no tax advice and assumes no responsibility for the Partner's own obligations.
Referral tracking may involve cookies or similar technologies, subject to the data subject's prior consent and a suitable legal basis, in compliance with Regulation (EU) 2016/679 (GDPR). The Provider's processing of Referred Customers' personal data follows its privacy policy on the site. A Partner who independently collects third parties' personal data to promote Ohmia.AI acts as an independent data controller, must comply with applicable law, and indemnifies the Provider against any consequence of unlawful processing attributable to it.
The Partner keeps confidential the Provider's non-public information it becomes aware of (customer data, commercial terms, technical or business data) and does not use it for purposes other than Program participation. This obligation survives for 3 (three) years after the end of participation.
The Partner agrees to indemnify and hold harmless the Provider, its directors and collaborators from any claim, damage, penalty, cost or expense (including reasonable legal fees) arising from: (a) breach of these Terms or the law; (b) its own communications, promotions or statements about Ohmia.AI; (c) personal-data processing attributable to it; (d) infringement of third-party rights.
The Provider reserves the right to change these Terms, Commission rates, the Maturation Period, thresholds and payout windows and other Program conditions at any time, by notice through the Program interface or other suitable means. Changes do not apply retroactively to already-accrued Commissions. Continued participation after they take effect constitutes acceptance.
The Partner may withdraw from the Program at any time by ceasing use of the referral link. The Provider may, with immediate effect, provisionally suspend or exclude the Partner for breach of these Terms or fraudulent conduct, and may discontinue the Program. Commissions duly accrued and not reversed before termination remain payable, save as provided in articles 7 and 8.
The Program is provided "as is". The Provider does not guarantee minimum Commission volumes nor the continuity or availability of the Program or the tracking system. To the extent permitted by law, the Provider is not liable for indirect, incidental or consequential damages and, in any event, the Provider's total aggregate liability to the Partner is limited to the amount of Commissions actually paid to the Partner in the 12 (twelve) months preceding the event. These limitations do not apply to willful misconduct or gross negligence.
These Terms are governed by Italian law. Any dispute as to their validity, interpretation and performance is subject to the exclusive jurisdiction of the Courts of Pescara, Italy, without prejudice to mandatory consumer-protection provisions where applicable.
Pursuant to arts. 1341 and 1342 of the Italian Civil Code, the Partner specifically approves clauses: 2 (nature of the relationship, no agency and no indemnity), 5 (tracking prevails and no Commission without tracking), 6 (thresholds, currency and payment charges), 7 (clawback and set-off), 8 (prohibited conduct, provisional suspension and exclusion), 9 (revocable trademark license), 14 (indemnification), 15 (changes to the Program), 16 (withdrawal and exclusion), 17 (limitation of liability), 18 (governing law and jurisdiction).
The Partner may not assign its position without the Provider's written consent; the Provider may assign it in the context of corporate transactions. The invalidity of any clause does not affect the remaining ones. Tolerance of a breach is not a waiver. The clauses on clawback, confidentiality, indemnification and limitation of liability survive termination. In case of discrepancy between the Italian and English versions, the Italian version prevails. These Terms, together with the Terms of Service and the Privacy Policy, constitute the entire agreement regarding the Program.