Partner Program Terms

Prepared as an English-language working draft for publication on respondo.ai.

These Partner Program Terms (the “Partner Terms”) govern participation in the partner program (the “Program”) operated by KeepFlow L.L.C-FZ (“KeepFlow”, “we”, “our”, or “us”) for the respondo.ai platform. By enrolling in the Program or generating a referral link, you (the “Partner”) agree to be bound by these Partner Terms. Capitalised terms used but not defined here have the meanings given to them in the Terms & Conditions, which apply to your use of the Services in addition to these Partner Terms.

1. Acceptance and eligibility

Participation in the Program is available through a Respondo account. Enrollment is instant: activating the partner dashboard within your account creates your participation in the Program, and no separate application or prior review is required. You do not need to hold a paid subscription to participate.

The Program applies to the respondo.ai brand and the Services marketed on the respondo.ai website only. It does not extend to white-label or partner-branded deployments of the platform, or to any other product or brand operated by us, unless we expressly state otherwise in writing.

Notwithstanding instant enrollment, we may decline, suspend, or terminate any participation in the Program at our reasonable discretion, including where we believe the Partner’s promotional methods, audience, or conduct are incompatible with the Program or with applicable law.

2. Referrals and attribution

A “Referred Customer” is a new organization that signs up for the Services and is attributed to the Partner under this section. Attribution is on a first-touch basis: the first partner whose referral is recorded for a visitor retains the referral, and a later visit through another partner’s link does not reassign it.

The attribution window is ninety (90) days. If a visitor first arrives through the Partner’s referral link and creates a new organization within ninety (90) days of that first touch, the organization is attributed to the Partner. Only new organizations qualify: organizations that already exist, re-registrations of existing customers, and additional workspaces of existing customers are not Referred Customers.

Attribution is performed by technical means, including referral parameters in the link (such as ?ref=) and cookies or similar identifiers stored in the visitor’s browser. We will maintain these mechanisms with reasonable care, but we do not guarantee attribution where it is technically impossible or unreliable — for example where cookies are cleared, blocked, or expired, where the visitor uses a different browser or device, or where the referral parameter has been stripped in transit. Our records of attribution are determinative absent manifest error.

3. Commissions

The default commission rate is thirty percent (30%) of the payments actually received by us from a Referred Customer, net of taxes, refunds, chargebacks, and payment-provider adjustments. Commissions are calculated and recorded in United States dollars (USD). We may agree an individual commission rate with a particular Partner, in which case that rate applies instead of the default for as long as we state.

Commissions accrue on payments made by a Referred Customer during the twelve (12) months following that Referred Customer’s first payment. After that twelve-month window ends, no further commissions accrue for that Referred Customer, even if it remains a paying customer.

Payments processed outside our standard payment infrastructure — including custom or manually invoiced enterprise arrangements and payments settled outside Stripe — may not be commissionable, and we may determine commissionability of such payments at our reasonable discretion.

4. Payouts

Accrued commissions become payable after a thirty (30) day hold from the date the underlying payment was received, which covers the refund and chargeback window. Payouts are made on the Partner’s request from the partner dashboard, subject to a minimum balance of fifty US dollars ($50) in payable commissions.

Available payout methods are PayPal, Wise, bank transfer, and cryptocurrency, as offered in the partner dashboard at the time of the request. The Partner is responsible for providing accurate and current payout details; we are not liable for amounts sent to details the Partner supplied incorrectly. Payouts are processed manually and may take a commercially reasonable time to complete after the request. Fees charged by payment intermediaries may be deducted from, or borne by the Partner in addition to, the payout amount.

5. Refunds, chargebacks, and clawbacks

If a payment on which a commission accrued is refunded, subject to a chargeback, or otherwise reversed, the corresponding commission is reversed as well. If the commission has already been paid out, the reversed amount is recorded against the Partner’s balance, including as a negative balance where applicable, and will be deducted from future payouts. We may also recover paid-out amounts directly where the reversal results from fraud or a breach of these Partner Terms.

6. Prohibited conduct

The following are prohibited in connection with the Program:

• self-referrals: referring an organization owned, controlled, or operated by the Partner or on the Partner’s behalf;
• bidding on or purchasing search advertising against the “Respondo” brand, including misspellings and typo variants, or against domains confusingly similar to respondo.ai;
• spam or unsolicited messaging of any kind, including bulk email, messaging-app blasts, and comment spam, to distribute referral links;
• misrepresentation of the Services, of the Program, or of the Partner’s relationship with us, including presenting oneself as Respondo or as acting on Respondo’s behalf;
• cookie stuffing, forced clicks, iframe or pixel-based attribution, and any other technique that records a referral without a genuine, intentional click;
• coupon-site and typosquatting schemes, including publishing fabricated discount codes or registering domains imitating respondo.ai to intercept traffic;
• fraudulent, incentivised, or fictitious signups, including signups created with stolen payment instruments or with no genuine intent to use the Services.

A violation of this section results in forfeiture of accrued and unpaid commissions and termination of participation in the Program, without prejudice to any other rights or remedies available to us.

7. Taxes

The Partner is solely responsible for all taxes, levies, and social contributions arising from amounts received under the Program, and for any registration, invoicing, or reporting obligations that apply to the Partner. We may withhold amounts where required by law and may request reasonable tax documentation before processing a payout.

8. Suspension and termination

Either party may end participation in the Program at any time: the Partner by ceasing to participate and notifying us or deactivating the partner dashboard, and we by notice to the Partner. We may suspend participation, withhold payouts, and investigate where we reasonably suspect a breach of these Partner Terms.

Where participation ends and the Partner is in good standing, commissions legitimately earned before the end date remain payable in accordance with Sections 3 to 5, and the Partner may request payout of the remaining balance once it meets the payout minimum. Where participation is terminated for fraud or for a violation of Section 6, all accrued and unpaid balances are void.

9. Changes to the Program

We may change the Program — including commission rates, the commission window, attribution rules, payout methods, minimums, and these Partner Terms — at any time. Changes apply prospectively from their effective date and do not retroactively reduce commissions already accrued. We will give notice of material changes through the partner dashboard or by email; continued participation after the effective date constitutes acceptance.

10. Relationship of the parties

The Partner is an independent contractor. Nothing in these Partner Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. The Partner has no authority to bind us, to accept terms on our behalf, or to make representations, warranties, or commitments in our name.

11. Limitation of liability

To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, business, goodwill, anticipated savings, data, or business interruption, arising out of or in connection with these Partner Terms, even if advised of the possibility of such damages.

Our aggregate liability arising out of or related to these Partner Terms or the Program shall not exceed the total commissions actually paid by us to the Partner during the three (3) months immediately preceding the event giving rise to the claim, or AED 5,000, whichever is lower. The foregoing cap shall not apply to liability that cannot be limited under applicable law.

12. Governing law and jurisdiction

These Partner Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the United Arab Emirates, without regard to conflict-of-law principles.

Unless otherwise agreed in writing, the courts of the United Arab Emirates shall have exclusive jurisdiction to settle any dispute, controversy, or claim arising out of or in connection with these Partner Terms or the Program. To the extent permitted by law, any claim must be brought within six (6) months after the cause of action arose.