General Terms and Conditions of the Ambassador Program

Preamble

These General Terms and Conditions of the Ambassador Program (hereinafter the "Program Terms") govern the contractual relationship between KAIROSAST LTD(hereinafter the "Publisher"), publisher of the Llmastro platform accessible at https://llmastro.com(hereinafter the "Platform"), and any natural or legal person accepting these Program Terms with a view to taking part in the affiliate marketing program (hereinafter the "Affiliate" or "Ambassador").

The Publisher is a Private Limited Company incorporated under the laws of England, registered with Companies House of England and Wales under number 17247161, with its registered office at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom. Full information relating to the Publisher is available in the Legal Notice.

These Program Terms constitute a B2B commercial contract: they are addressed exclusively to professionals within the meaning of French law (natural persons registered as a micro-entrepreneur or under another legal form, or legal persons), to the exclusion of consumers. No relationship of subordination, employment or agency is created between the Parties.

Definitions

• "Publisher": the company KAIROSAST LTD.
• "Affiliate" / "Ambassador": the natural or legal person admitted to the program by the Publisher.
• "Program": the affiliate marketing scheme operated by the Publisher, giving rise to the payment of a commission to Affiliates in consideration for subscriptions taken out through their link.
• "Affiliate Link": the personal URL assigned to the Affiliate, containing a unique identifier (hereinafter the "slug"), enabling the attribution of conversions.
• "Referred User": any user of the Platform whose registration is attributed to an Affiliate under the Program.
• "Subscription": any paid plan taken out by a Referred User with the Publisher.
• "Commission": the remuneration due to the Affiliate under the Program, calculated in accordance with article 6.
• "Effective Terms": the percentage and the duration applicable to an Affiliate, determined in accordance with article 6.
• "Attribution": the linking of a Referred User to an Affiliate, carried out at the time of the Referred User's registration on the Platform.

Article 1 — Purpose

The purpose of these Program Terms is to define the conditions under which the Publisher admits an Affiliate to the Program, provides the Affiliate with an Affiliate Link, and pays the Affiliate a Commission in respect of the Subscriptions taken out by Referred Users.

Joining the Program is a voluntary act and entails no minimum activity commitment on the part of the Affiliate.

Article 2 — Acceptance and entry into force

The Affiliate accepts these Program Terms:

• by checking the box "I have read and I accept the General Terms and Conditions of the Ambassador Program" when submitting an application through the /affiliate/apply form; and
• by any subsequent act of performance (use of the Affiliate Link, issuance of an invoice, etc.).

The contract enters into force upon the notice of acceptance of the application issued by the Publisher, by any written means (in particular email). Until such notice has been given, the Affiliate holds no right whatsoever under the Program.

The Publisher reserves the right to accept or refuse any application, at its sole discretion, without having to state reasons for its decision. A refusal gives rise to no compensation.

Article 3 — Legal status of the Affiliate

The Affiliate represents and warrants:

• that they are of legal age and have full legal capacity to contract;
• that they hold a legal status enabling them to issue compliant invoices (in France: micro-entreprise, EI, SAS, SARL or a foreign equivalent), and that they will spontaneously provide the Publisher with their SIRET number, their intra-Community VAT number where applicable, as well as any document evidencing their registration;
• that they are up to date with their tax and social security obligations in the country of their registered office or main residence;
• that they carry out their activity independently, with no relationship of subordination with the Publisher.

These Program Terms create no relationship of subordinate employment, nor agency, nor de facto partnership between the Parties. The Affiliate alone bears their tax, social security and professional charges.

Article 4 — Affiliate Link and attribution

4.1 Link

Upon acceptance of the application, a unique Affiliate Link is assigned to the Affiliate in the following form:
https://llmastro.com/?aff=<slug>

The Affiliate may distribute this Link on their own channels (social networks, personal website, newsletter, videos, etc.) in compliance with the provisions of article 7 below.

4.2 Attribution terms

The attribution of a Referred User to an Affiliate takes place at the time of the Referred User's registration on the Platform, according to the following technical terms:

• a first-partytracking cookie is placed on the visitor's browser upon a click on the Affiliate Link, with a duration of sixty (60) days;
• if the visitor registers during this attribution window, the registration is attributed to the Affiliate holding the last Link clicked (last-touch attribution model);
• in the absence of a cookie (deletion, browser blocking, private mode), no attribution can be guaranteed. The Publisher is under no obligation to achieve a given result as to the effective attribution rate.

4.3 Conflict with the user referral program

Where an affiliate cookie and a user referral cookie (a separate program) coexist, the Ambassador Program prevails for the purpose of receiving the Commission. The user referral program retains only its own effects for the Referred User (extension of the trial period).

4.4 Snapshot of the terms

The Effective Terms applicable to a given Attribution are frozen at the time of that Attribution. Any subsequent change to the Affiliate's tier or personalized terms affects only the Attributions occurring after that change, to the exclusion of existing Attributions, which retain their original terms until expiry.

Article 5 — Tiers and terms

The Program comprises several tiers, whose default Effective Terms are as follows (subject to change: see article 13):

An Affiliate's Effective Terms may be personalized on a case-by-case basis (overrides), upwards or downwards, by decision of the Publisher. Any change is notified to the Affiliate and recorded in the internal audit trail. The Affiliate may consult their current Effective Terms in their /affiliate/dashboard area.

Article 6 — Commission

6.1 Calculation

The Commission due to the Affiliate for a given Referred User is equal, for each month of Subscription actually collected during the duration of the applicable Effective Terms, to:

Commission = Net-of-tax amount actually collected × Percentage of the Effective Terms

The "net-of-tax amount actually collected" means the amount net of taxes, payment provider transaction fees, refunds, payment disputes (chargebacks) and credit notes.

6.2 Clawback (reversal)

In the event of a refund, payment dispute or credit note occurring after a Commission has been calculated, the corresponding Commission is automatically cancelled. The cancelled amount is deducted from the balance payable to the Affiliate for the current month, or clawed back over the following months if the current balance does not allow full offsetting.

6.3 Purchase by the Affiliate themselves

No Commission is due in respect of a Subscription taken out by the Affiliate themselves or by any person acting on their behalf. Any attempt to circumvent this self-referral rule constitutes a material breach of these Program Terms (see article 12).

6.4 Cap

The aggregate monthly Commission due to an Affiliate is capped by default at five hundred euros (€500). Beyond this cap, the excess balance is subject to a manual review by the Publisher before payment; the corresponding payments may be deferred for the time required for that review.

The Publisher may, upon reasoned request from the Affiliate, raise this cap for high-activity Affiliates, under a separate written agreement.

Article 7 — Obligations of the Affiliate

7.1 Transparency and advertising compliance

The Affiliate undertakes to state clearly and legibly, on each publication promoting Llmastro, the commercial nature of the content, in accordance in particular with French law no. 2023-451 of 9 June 2023 on the regulation of commercial influence, with European directive 2005/29/EC on unfair commercial practices, and with any equivalent applicable legislation.

The following are required in particular:

• the use of visible and persistent disclosures such as "#paidpartnership", "#advertising" or an equivalent recognized in the jurisdiction of publication;
• the absence of any statement liable to suggest that the content of the Platform is of a divinatory, predictive, medical, psychological, legal or financial nature;
• compliance with the rules applicable to advertising directed at minors (prohibition on targeting audiences identified as minors on the distributing platforms).

7.2 Good faith

The Affiliate shall refrain from:

• any spam practice, sending of unsolicited messages or unfair automation;
• any distribution of the Link on websites of a pornographic, violent, hateful, discriminatory or unlawful nature, or distributing infringing content;
• any paid advertising purchase (Google Ads, Meta Ads, etc.) using the " Llmastro" trademark or close variants thereof as a bidding keyword, except with the prior and explicit written agreement of the Publisher (brand bidding);
• any fraudulent scheme intended to generate artificial conversions (fake accounts, bots, incentives in exchange for payment, etc.).

7.3 Respect for the visual identity

The Affiliate may use the "Llmastro" name and logo exclusively for the purpose of promoting the Program. The Affiliate undertakes:

• not to modify, distort or alter the logo (colors, proportions, orientation);
• not to associate the brand with content contrary to its values or its positioning;
• not to present themselves as a representative, agent, employee or proxy of the Publisher.

Brand guidelines may be provided on request at contact@llmastro.com.

Article 8 — Obligations of the Publisher

The Publisher undertakes to:

• make available the Affiliate Link and the tracking area /affiliate/dashboard;
• ensure the technical tracking of attribution in accordance with article 4, in compliance with industry standards;
• calculate the Commission in accordance with article 6 and pay it in accordance with article 9;
• notify the Affiliate at least thirty (30) days in advance of any substantial change to the terms of the Program concerning them.

Article 9 — Payment terms

9.1 Frequency

The Commission is paid monthly, in arrears, against an invoice issued by the Affiliate. The Publisher makes available to the Affiliate, before the 10th of month M+1, a detailed statement of the Commissions due in respect of month M.

9.2 Invoicing

The Affiliate issues their invoice to the Publisher on the basis of the statement made available. The invoice must comply with the mandatory particulars of the jurisdiction of issuance (in France: article 242 nonies A of annex II to the CGI). The Publisher may refuse a non-compliant invoice and request that it be corrected.

9.3 Payment period and method

Payment is made within a maximum period of thirty (30) days from the date of receipt of a compliant invoice, by SEPA bank transfer to the IBAN provided by the Affiliate. Any sum unpaid at maturity may give rise to late-payment penalties at the statutory rate in force, as well as to the fixed indemnity of forty euros (€40) provided for in article L. 441-10 of the French Commercial Code, where applicable.

9.4 Payout threshold

Commissions are paid only if their monthly aggregate reaches at least fifty euros (€50). Below this payout threshold, the balance is carried over to the following months until the threshold is reached. Upon termination of these Program Terms, any balance below the threshold is paid unconditionally.

9.5 VAT

The amounts stated are exclusive of tax. VAT (or an equivalent tax) applies depending on the Affiliate's status and the regulations in force in their jurisdiction. The Affiliate is solely responsible for declaring and remitting the VAT due in respect of the Commissions received, where applicable.

Article 10 — Personal data

In connection with these Program Terms, the Publisher processes the following data of the Affiliate: identity (last name, first name, corporate name), email, SIRET number or equivalent, IBAN (stored in encrypted form), history of Commissions and payments.

The legal basis for the processing is the performance of the contract (article 6.1.b GDPR) as well as compliance with legal obligations (article 6.1.c GDPR: accounting and tax retention).

The data is retained for the entire duration of the contractual relationship, then for five (5) years under the applicable tax and accounting obligations. Thereafter, it is deleted or anonymized.

The Affiliate has the rights of access, rectification, erasure (subject to legal retention obligations), restriction, portability and objection, in accordance with articles 15 to 22 of the GDPR. These rights may be exercised at contact@llmastro.com.

For the processing of tracking activity (clicks on the Affiliate Link and conversions), only limited technical data is retained (hash of the IP address and of the user-agent, with no raw data), for the purposes of calculating Commissions and preventing fraud.

For further details, see the Privacy Policy.

Article 11 — Intellectual property

All the elements making up the Platform — including without limitation the "Llmastro" trademark, the logos, the visual identity, the source code, the content, the generated interpretations and the databases — remain the exclusive property of the Publisher, protected by the legislation applicable in the United Kingdom, in France and in the European Union.

The Publisher grants the Affiliate, for the sole duration of the contract and for the sole purpose of promoting the Program, a non-exclusive, non-transferable and revocable license to use the trademark, the trade name and the visual elements made available, in strict compliance with article 7.3 above. Any other use is prohibited without prior written authorization.

This license terminates automatically upon the termination or suspension of these Program Terms, without notice or compensation.

Article 12 — Confidentiality

The Affiliate undertakes to keep confidential all non-public information communicated by the Publisher in connection with the Program, in particular their personalized Effective Terms(overrides), their conversion volumes, comments on commercial strategy, as well as any document marked "confidential". This undertaking continues for the entire duration of the contract and for three (3) years after its end.

Article 13 — Suspension and termination

13.1 Termination at the Affiliate's initiative

The Affiliate may terminate these Program Terms at any time, without cause or compensation, by written notice to contact@llmastro.com. Termination takes effect upon receipt of the notice. Commissions accrued before that date remain due and are paid in accordance with article 9.

13.2 Termination at the Publisher's initiative

The Publisher may terminate these Program Terms:

• without cause, subject to written notice of thirty (30) days;
• with immediate effect and without notice, in the event of a material breach by the Affiliate of their obligations, in particular: fraud within the meaning of article 6.3, breach of the advertising transparency obligations (article 7.1), damage to the Publisher's image, distribution of unlawful content or content contrary to articles 7.2 and 7.3, or repeated non-compliance with these Program Terms after a formal notice has remained without effect for fifteen (15) days.

13.3 Temporary suspension

In the event of a suspicion of fraud or of a material breach, the Publisher may immediately suspend the Affiliate Link and the payment of Commissions for the duration of the investigation, which may not exceed thirty (30) days save by written agreement. At the end of that period, either the account is reinstated with payment of the accrued Commissions, or these Program Terms are terminated in accordance with article 13.2.

13.4 Effects of the end of the contract

Upon the ending of these Program Terms (termination by either Party):

• the Affiliate Link is deactivated;
• the trademark usage license (article 11) comes to an end;
• the Commissions accrued before the effective date are paid in accordance with article 9;
• the Commissions on Attributions that are active within their contractual period (12 to 24 months depending on the Effective Terms) continue to run until expiry and remain due to the Affiliate, except in the event of termination for material breach: in that latter case, all Commissions not yet paid are cancelled, and the Affiliate may not claim any compensation whatsoever.

Article 14 — Amendment of these Program Terms

The Publisher reserves the right to amend these Program Terms at any time. Any amendment is subject to written notice to the Affiliate at least thirty (30) days before it enters into force.

In the event of an unfavorable change to the Effective Terms applicable to the Affiliate, the latter may terminate these Program Terms without notice, by written notification received before the date on which the change enters into force, without such termination giving rise to compensation or calling into question the accrued Commissions.

The version applicable at a given time is the one published at https://llmastro.com/cgu-affilies, in the version and at the date indicated in the header. Amendments applicable to existing Attributions remain governed by the strict snapshot principle (article 4.4).

Article 15 — Liability

15.1 No income guarantee

The Publisher gives the Affiliate no guarantee as to any level of income, traffic or conversion rate. The amount of the Commissions actually received depends exclusively on the Affiliate's performance and on the behavior of Referred Users.

15.2 Tracking

The Publisher uses its best efforts to ensure reliable tracking of conversions, within the limits of technical constraints (blocked cookies, private browsers, mobile devices, etc.). The Affiliate expressly acknowledges that some conversions may escape the tracking system, and waives any claim in this respect, except where a technical failure attributable to the Publisher is demonstrated.

15.3 Liability cap

In any event, and save in cases of gross negligence or willful misconduct, the Publisher's liability under these Program Terms is capped at the total amount of the Commissions actually paid to the Affiliate during the twelve (12) months preceding the event giving rise to liability.

Article 16 — Force majeure

Neither Party shall be held liable for a failure to perform its obligations resulting from an event of force majeure within the meaning of article 1218 of the French Civil Code or of the case law applicable in the United Kingdom, including in particular: natural disasters, armed conflicts, civil unrest, large-scale outages of the Internet or of hosting providers, decisions of public authorities.

Article 17 — Governing law and jurisdiction

These Program Terms are governed by English law (England and Wales), to the exclusion of conflict-of-laws rules.

In the event of a dispute relating to the formation, performance or termination of these Program Terms, the Parties undertake to seek an amicable solution by way of written discussion, for a period of at least thirty (30) days from the first written notification of the dispute by one Party to the other. Failing an amicable agreement within that period, the dispute shall be brought before the competent courts of England and Wales.

Notwithstanding the foregoing, where the Affiliate is a person established in France and carries out a non-commercial activity within the meaning of the European rules on jurisdiction, they retain the option of bringing proceedings before the courts of their place of residence, in accordance with regulation (EU) no. 1215/2012 where applicable.

Article 18 — Miscellaneous provisions

18.1 Severability

If any of the provisions of these Program Terms were declared void, unlawful or unenforceable by a competent court, the remaining provisions would retain full effect. The Parties undertake to replace the invalid provision with an economically equivalent provision complying with the applicable law.

18.2 No waiver

The fact that one of the Parties does not rely on a provision of these Program Terms may not be construed as a waiver of the right to rely on it at a later time.

18.3 Assignment

The Affiliate may not assign these Program Terms, in whole or in part, to a third party without the prior written agreement of the Publisher. The Publisher may freely assign these Program Terms in the event of a restructuring, a transfer of business or a transfer of assets including the Platform.

18.4 Notices

Unless otherwise provided, any notice under these Program Terms is validly given by email sent to the address provided by each of the Parties at the time the contract was entered into (on the Publisher's side: contact@llmastro.com).

18.5 Entire agreement

These Program Terms constitute, together with the accepted application form and any appendices thereto, the entire agreement between the Parties in relation to their subject matter, and prevail over any prior exchange or agreement, whether written or oral.

These Program Terms operate together with the Terms of Use and Sale of the Platform, the Legal Notice, and the Privacy Policy. In the event of a contradiction on a point specific to the Ambassador Program, these Program Terms prevail.