Affiliate Program Terms

Effective Date: April 22, 2026

These terms govern participation in the Palabra.ai Affiliate Program (the "Program"). By joining the Program you agree to these terms in full. If you do not agree, you must not participate. Palabra.ai (the "Company") may update these terms at any time; continued participation constitutes acceptance.

While the Program may be technically operated through a third-party affiliate tracking and payout platform, these terms refer to tracking, attribution, commission calculations, or payouts, those functions are performed by or through a third-party affiliate tracking and payout platform, unless stated otherwise. The Company remains solely responsible for these Program terms; Tolt’s own terms of service govern the Affiliate’s use of the Tolt platform itself.

1. Definitions

For the purposes of these terms:

"Affiliate" means any individual or entity approved by the Company to participate in the Program.
"Affiliate Tracking Platform" means any successor platform used by the Company to track referrals, attribute commissions, and process payouts (such as Tolt).
"Referred User" means a brand-new, unique customer who has not previously held an account or made any purchase with Palabra.ai, and who registers through the Affiliate’s unique tracking link issued by the Affiliate Tracking Platform.
"Qualifying Payment" means a payment made by a Referred User to Palabra.ai within the 12-month Commission Period, which has not been refunded, reversed, or charged back.
"Net Revenue" means the amount received by the Company for a Qualifying Payment after deduction of applicable taxes, payment processing fees, refunds and chargebacks.
"Commission" means the fee payable to the Affiliate calculated in accordance with Section 3.
"Commission Period" means the 12 calendar months immediately following the date of a Referred User’s first Qualifying Payment.
"Brand Keywords" means any search terms, phrases, or identifiers that include or are confusingly similar to "Palabra," "Palabra.ai," or any other trademark, service mark, or trade name owned or used by the Company.

2. Enrollment and Eligibility

2.1 Application and Approval. To join the Program, applicants must submit an application through the Affiliate Tracking Platform. Enrollment is subject to the Company’s approval at its sole discretion. The Company may reject any application without providing reasons and without liability.

2.2 New Users Only. The Program applies exclusively to referrals of new customers. Affiliates may not earn commissions for re-referring existing customers, reactivating lapsed accounts, or any referral that does not result in a genuinely new customer relationship as determined by the Affiliate Tracking Platform.

2.3 Prohibition on Self-Referrals. Self-referrals are strictly prohibited. Affiliates may not:

refer themselves or use their own tracking link to make a purchase;
refer any entity they own, control, or are employed by;
refer any member of their immediate household or family;
use multiple accounts, proxy registrations, VPNs, or any other method to generate commissions on purchases made by themselves or connected parties.

Any commissions generated through self-referral will be forfeited, and the Affiliate’s account may be immediately terminated.

3. Commission Structure

3.1 Rate and Basis. Affiliates earn a commission of 30% of the Net Revenue for each Qualifying Payment, as recorded by the Affiliate Tracking Platform.

Affiliates are solely responsible for any taxes, duties, or levies applicable to commissions they receive. The Company does not deduct tax on the Affiliate’s behalf.

3.2 Commission Period. Commissions are payable only on Qualifying Payments made during the 12-month Commission Period. Payments made after the Commission Period has elapsed are not commissionable. This 12-month cap applies regardless of any default recurring-commission settings in the Affiliate Tracking Platform; it is the Affiliate’s responsibility to note that the Company has configured the platform accordingly.

3.3 Refund Holding Period. A 30-day refund hold applies to every payment. No commission is earned, released, or paid out until 30 calendar days have elapsed from the date the relevant payment was received, without a refund, reversal, or chargeback occurring.

If a payment is refunded, reversed, or charged back within 30 days of the original payment date, no commission is owed for that payment.

Where a commission has already been released and the underlying payment is subsequently reversed – including through a delayed chargeback or fraud dispute – the Company may claw back the corresponding commission from future payouts or seek reimbursement directly from the Affiliate.

4. Attribution and Tracking

4.1 Affiliate Tracking Platform as Definitive Record. Attribution is determined by the Affiliate Tracking Platform. The records generated by the platform constitute the definitive source for determining whether any user, sale, or payment is attributable to a particular Affiliate. The Company retains final and sole authority over all attribution decisions, and may override platform records where it determines that fraud, manipulation, or a breach of these terms has occurred.

4.2 No Commission Without Verified Attribution. No commission is payable based on self-reported referrals, unverifiable claims, or data that is not reflected in the Affiliate Tracking Platform’s records or any other way determined by the Company. Affiliates are responsible for ensuring their tracking links are correctly implemented and functioning; the Company is not liable for commissions lost due to incorrect link setup by the Affiliate.

4.3 Platform Changes. The Company reserves the right to change, replace, or discontinue the Affiliate Tracking Platform at any time. In the event of a platform change, the Company will make reasonable efforts to preserve existing attribution data, but cannot guarantee continuity of historical records across platforms.

5. Brand Protection and Advertising Restrictions

5.1 Prohibition on Brand Keyword Bidding. Affiliates must not bid on, purchase, or use Brand Keywords in any paid search advertising, including on Google Ads, Microsoft Advertising, or any other pay-per-click or pay-per-impression platform. This prohibition applies to all match types (exact, phrase, broad, modified broad) and to all substantially similar variations or misspellings of Brand Keywords.

5.2 Prohibition on Branded Traffic Diversion. Affiliates must not intercept, divert, or redirect traffic that is navigating to or searching for Palabra.ai, through any means including browser extensions, toolbars, pop-ups, cookie stuffing, typosquatting, or redirect chains.

5.3 Domain and URL Restrictions. Affiliates must not:

register or use any domain, subdomain, URL, or social media handle that incorporates "Palabra," "Palabra.ai," or any confusingly similar variation;
create any website or landing page that could mislead users into believing it is an official Palabra.ai property;
use the Company’s trademarks, logos, or brand assets in any URL, meta tag, or hidden text without express prior written consent.

5.4 Prohibition on Impersonation. Affiliates must clearly identify themselves as independent third parties. Affiliates must not represent themselves as employees, agents, or official representatives of Palabra.ai, and must not present any content or communication as officially endorsed by the Company without express prior written consent.

6. Prohibited Promotional Practices

6.1 Misleading Promotion. All promotional content must be accurate, truthful, and consistent with Palabra.ai’s official materials. Affiliates must not publish or distribute:

fake reviews, fabricated testimonials, or manufactured social proof;
false or unsupported claims about features, pricing, or performance;
misleading comparisons with competing products;
any content likely to create an incorrect impression about Palabra.ai or its services.

6.2 Spam and Unsolicited Communications. Affiliates must comply with all applicable anti-spam laws, including CAN-SPAM, GDPR (where applicable), and CASL (where applicable). Affiliates must not send unsolicited bulk email, mass direct messages, or any other form of unsolicited outreach in connection with the Program.

6.3 Consequences. Where the Company determines that a commission was generated through misleading promotion, spam, or any other prohibited practice, no commission is payable in connection with those leads or sales. The Company reserves the right to terminate the Affiliate’s participation immediately and to pursue any other available remedies.

7. Commission Denial, Cancellation and Clawback

The Company may deny, cancel, withhold, or claw back any commission – including commissions already paid – in cases involving:

refunded, reversed, or charged-back payments;
fraudulent payments or activity of any kind;
fake, fabricated, or artificially generated leads or referrals;
self-referrals or use of connected accounts;
misleading promotion, spam, or brand violations;
any other breach of these terms or abuse of the Program.

Payouts may be withheld during any fraud review, compliance investigation, or platform audit without liability to the Affiliate. If a violation is confirmed, withheld commissions may be permanently forfeited. Similarly, where participation is ended due to a breach of these terms, any pending commissions may be forfeited.

8. Coupon, Cashback and Deal Sites

Coupon, cashback, and deal sites are welcome, provided they follow these terms (including Section 5 brand restrictions), only promote codes officially issued by the Company, and do not present offers as official Palabra.ai discounts. The Company may remove such Affiliates at any time if their activities conflict with its brand or pricing.

9. Company Rights and Protections

The Company reserves the right to:

reject any application or remove any Affiliate from the Program at any time, at its sole discretion, without cause or liability;
withhold or delay payouts during any fraud review, compliance investigation, or platform audit;
deny commissions where an Affiliate has made false promises or misrepresentations about Palabra.ai’s products or services;
modify commission rates, the Commission Period, payout terms, the Affiliate Tracking Platform, or any other aspect of the Program upon reasonable notice to Affiliates;
terminate the Program in its entirety at any time upon reasonable notice;
require an Affiliate whose participation has ended to immediately cease all promotional activities for Palabra.ai and remove all Company trademarks and links from its properties.

10. Payments

Commissions are paid through the Affiliate Tracking Platform via the payout method designated in the Affiliate’s account, subject to the minimum payout threshold set by the Company from time to time. Affiliates must keep their payment details accurate; the Company is not liable for delays caused by incorrect information. Affiliates are solely responsible for all taxes, duties, and levies applicable to commissions received. The Company does not withhold tax on behalf of Affiliates.

11. Intellectual Property

The Company grants the Affiliate a limited, non-exclusive, non-transferable, revocable licence to use approved Palabra.ai trademarks and marketing materials solely for promoting the Program in accordance with these terms. The Affiliate may not modify, sublicense, or create derivative works from the Company’s intellectual property without prior written consent. All goodwill generated through use of the Company’s brand accrues to the Company.

12. General

12.1 Independent Contractor. Affiliates are independent contractors. Nothing in these terms creates employment, agency, partnership, or joint venture.

12.2 Entire Terms. These terms constitute the entire agreement between the parties regarding the Program and supersedes all prior representations and discussions.

12.3 Severability. If any provision is found unenforceable, the remaining provisions continue in full force.

12.4 Waiver. Failure to enforce any provision does not constitute a waiver of that or any other provision.

12.5 Assignment. Affiliates may not assign their rights or obligations without the Company’s prior written consent. The Company may freely assign these terms.

12.6 Governing Law. These terms are governed by the laws of England and Wales.

Questions regarding the Program: [email protected]