Lingvanex Affiliate Program Terms and Conditions

SECTION 1: INTRODUCTION AND ENROLLMENT

1.1 Agreement Overview

This Affiliate Program Operating Agreement (the “Agreement”) is entered into between NordicWise Limited, the owner and operator of the Lingvanex trademark and related business (“NordicWise,” “Lingvanex,” “we,” “us,” or “our”), and you (the “Affiliate”). By submitting an application or participating in the Lingvanex Affiliate Program (the "Program"), you expressly consent to all terms and conditions of this Agreement in the manner set forth in Section 1.3 of these Terms and Conditions.

1.2 Program Description

Lingvanex specializes in AI-driven machine translation and speech recognition technologies, offering solutions for individuals and businesses worldwide.

The Lingvanex Affiliate Program allows approved affiliates to earn commissions by referring customers to Lingvanex products and services.

1.3 Enrollment Process

Application Submission: In order to get status of an approved Lingvanex affiliate you must submit a complete and accurate affiliate application through our website. All information provided must be truthful, including your full name, email address, website or promotional channels, and method of promotion. You may not use aliases or other means to mask your identity or contact information.

Application Review: Lingvanex will review your application and notify you of acceptance or rejection, generally within five (5) business days. We reserve the right to accept or reject any application in our sole discretion for any reason, including but not limited to:

• Promotional methods that conflict with our brand values
• Websites or channels containing objectionable content (as defined in Section 6)
• Insufficient information about promotional strategy
• History of affiliate program violations with other companies

Account Activation: Upon acceptance, you will receive login (account) credentials to access the affiliate dashboard through our affiliate platform (Tolt). You may not disclose, transfer, share, or otherwise provide your account credentials to any third party and are solely responsible for maintaining the confidentiality of your account credentials.

Updates to Information: You must promptly update your account information if any details change, including contact information, payment details, website URLs, or promotional methods.

1.4 Eligible Products

The following Lingvanex products are included in the Affiliate Program:

Desktop Translator: A comprehensive translation application for Windows and macOS that enables translation of text, speech, documents, websites, emails, and more into over 100 languages. Available as an annual subscription.

Document Translation Service (app.lingvanex.com): A dedicated web-based service for translating documents in multiple formats (DOC, DOCX, PDF, PPTX, XLSX, and more). Available in three subscription tiers (Basic, Pro, Ultimate) with both monthly and annual payment options.

Cloud API Translation: A developer-focused API service for integrating machine translation into applications and workflows.

Slack Bot Translator: An integration tool for translating messages within Slack workspaces, enabling multilingual team communication.

Business and Enterprise Solutions: Affiliates who refer qualified business leads for on-premise solutions, enterprise contracts, or custom implementations may be eligible for commissions under separate agreement (see Section 2.7).

Lingvanex reserves the right to add or remove products from the Program with thirty (30) days' notice to active affiliates in the order set up in Section 8.1. Of these Terms and Conditions.

1.5 Affiliate Eligibility Requirements

To participate in the Program, you must:

• Be at least 18 years of age
• Have a valid email address and payment information
• Maintain a website, blog, social media presence, email list, or other promotional channel
• Comply with all applicable laws and regulations in your jurisdiction
• Not be located in a country where Lingvanex services are unavailable (as determined by our payment processor Paddle's supported countries list)

1.6 Ineligible Affiliates

The following individuals and/or entities may not participate in the Program:

• Non-profit, tax-exempt, charitable, or other not-for-profit organizations, including organizations described in Section 501(c) of the U.S. Internal Revenue Code and any analogous entities under applicable law in any other jurisdiction;

• Individuals or entities operating websites or channels that contain objectionable content (as defined in Section 6.3);

• Individuals or entities with a history of fraudulent activity or affiliate program violations;

• Individuals or entities that are insolvent, in bankruptcy, in liquidation, under administration, subject to any insolvency, reorganization, or similar proceedings, or otherwise unable to pay their debts as they become due;

• Sanctioned / restricted persons and entities;

• Persons located, incorporated, or operating in prohibited jurisdictions;

• Persons acting through false, misleading, or unverifiable identity information;

• Persons prohibited by applicable law from participating in performance-based marketing arrangements;

• Entities subject to anti-corruption, AML, or fraud concerns identified by Lingvanex;

• Persons previously terminated or suspended from the Program or other Lingvanex programs;

• Entities owned or controlled by any of the prohibited categories.

SECTION 2: COMMISSION STRUCTURE

2.1 General Commission Terms

Lingvanex will pay Affiliate a commission (the "Commission") for each Qualified Action (as defined in Section 2.2) generated through Affiliate's unique referral links. All commission rates and structures are specific to each product and are detailed in this section.

Commissions are earned only on paid subscriptions and qualifying purchases. Free trials, free account signups, and promotional redemptions without payment do not generate commissions unless explicitly stated otherwise.

2.2 Qualified Action Definition

A "Qualified Action" means a customer transaction that meets ALL of the following criteria:

1. Valid Referral: The customer accessed Lingvanex services via Affiliate's unique tracking link, where the Affiliate's link was the last link clicked within the cookie window (90 days) (as defined in clause 2.9.).
2. Genuine User: the transaction was made by a bona fide customer or end user and was not generated by bots, scripts, automated methods, fraudulent accounts, or other non-human or artificial means.
3. Complete Information: The referred customer successfully created a Lingvanex account by providing a valid email address and password through the standard registration form available at the Lingvanex sign-up page, and subsequently completed the purchase of a Lingvanex subscription by providing the required billing and payment details (including, but not limited to, a valid payment card or other accepted payment method) through the Lingvanex checkout process. Both account registration and subscription purchase must be completed by the customer within the cookie window defined in clause 2.9 (90 days from the customer's click on the Affiliate's tracking link).
4. Valid Payment: The customer provided valid, lawful, and non-fraudulent payment information and successfully completed the transaction using their own valid payment method (not stolen credit cards or fraudulent payment methods) (see SECTION 5: FRAUD PREVENTION AND QUALITY CONTROL).
5. No Refund: The transaction has successfully cleared the thirty (30) day hold period described in Section 3.2, during which the customer has not requested or received a refund under Lingvanex’s money-back guarantee policy. If a refund is requested or issued during such hold period, the transaction shall not constitute a Qualified Action and no Commission shall be earned in respect of such transaction.
6. Not Fraudulent: The transaction was not later determined by Lingvanex to be fraudulent, incomplete, duplicate, or otherwise unqualified.
7. Compliance with Terms: The Affiliate generated the transaction in compliance with all terms of this Agreement, including the ban on usage of prohibited promotional methods (Section 6).
8. Student Discount Exclusion: For Desktop Translator only, purchases made using student discount coupons (30% discount) are excluded from commission eligibility.

2.3 Desktop Translator Commission

Product Description: Annual subscription to Desktop Translator for Windows and macOS, supporting text, document, speech and website translation into 100+ languages.

Lingvanex independently determines and sets the applicable pricing for the product mentioned in this clause.

Commission Structure:

• Base Commission: $20 USD flat rate per qualified annual subscription.
• Geographic Pricing: Commission is $20 USD regardless of the customer's geographic location or the price paid by the customer in their local currency.
• Payment Type: Commission paid once, thirty (30) days after purchase, provided the customer has not requested a refund.
• Student Discount Exclusion: Subscriptions purchased with student discount coupons (30% off) do NOT generate affiliate commission.

Coupon-Specific Affiliates: Affiliates who request and receive authorization to distribute discount coupons will have their commission reduced by the same percentage as the discount offered.

Example: An affiliate authorized to offer a 30% discount coupon will earn $20 minus 30% = $14 per subscription purchased using their coupon code.

All coupon codes must be explicitly authorized by Lingvanex through the affiliate portal. Use of unauthorized discount codes will result in commission forfeiture and potential account termination (see Section 6.8).

Disclaimer: The treatment of upgrades, downgrades, and renewals is addressed separately in Section 2.10.

2.4 Document Translation Service Commission

Product Description: Web-based document translation service (app.lingvanex.com) offering three subscription tiers: Basic, Pro, and Ultimate. Supports translation of DOC, DOCX, PDF, PPTX, XLSX, and other document formats.

Lingvanex independently determines and sets the applicable pricing for each of the above-mentioned subscription tiers: Basic, Pro, and Ultimate.

Commission Structure:

• Commission Rate: 20% of the subscription price paid by the customer.
• Geographic Pricing: Commission is calculated based on the actual price paid by the customer in their local currency (prices vary by country).
• Subscription Types: Annual Subscriptions:
• Commission: 20% of the annual subscription price.
• Payment Type: Commission paid once, thirty (30) days after purchase, provided the customer has not requested a refund.

Example: Customer in the United States purchases Ultimate Annual plan at $420. Affiliate earns $84 (20% of $420) as a one-time payment.

• Monthly Subscriptions:
• Commission: 20% of the monthly subscription price.
• Payment Type: Recurring monthly for up to 12 months maximum.
• Duration: Affiliate continues earning 20% each month the customer remains actively subscribed, up to a maximum of 12 consecutive months.
• After 12 months: Commission payments cease even if the customer continues their subscription.

Example: Customer in Germany purchases Pro Monthly plan at €12/month. Affiliate earns €2.40 per month for up to 12 months. If customer stays subscribed for 18 months, affiliate earns commission for only the first 12 months (total: €28.80).

Disclaimer: The treatment of upgrades, downgrades, and renewals is addressed separately in Section 2.10.

Cancellations and Downgrades:

• If a customer cancels their subscription, recurring commission payments stop immediately.
• If a customer downgrades from a higher tier to a lower tier, commission adjusts to reflect the new subscription price starting the following billing cycle.
• If a customer upgrades from a lower tier to a higher tier, commission increases to reflect the new subscription price starting the following billing cycle.

2.5 Cloud API Translation Commission

Product Description: Developer-focused API service for integrating machine translation capabilities into applications. Pricing is usage-based at $5 per 1 million characters translated.

Commission Structure:

• Commission Rate: 20% of all API usage charges.
• Payment Type: Recurring based on actual customer usage.
• Duration: Ongoing for as long as the customer actively uses the API service.
• Minimum Threshold: API commissions are accumulated and paid only when the Affiliate's total account balance (from all products) reaches the $50 minimum payout threshold (see Section 3.3).

How It Works:

• Customer signs up for Cloud API service via Affiliate's link.
• Customer uses the API and incurs usage charges (e.g., translates 5 million characters = $25 charge).
• Affiliate earns 20% of usage charges (20% of $25 = $5).
• Commission accumulates monthly based on customer's actual usage.

Example: Month 1 customer spends $10 (affiliate earns $2), Month 2 customer spends $100 (affiliate earns $20), Month 3 customer spends $50 (affiliate earns $10). Total accumulated: $32. Once affiliate's total balance from all sources reaches $50, payment is issued.

No Commission Cap: Unlike Document Translation Service monthly subscriptions (which cap at 12 months), API commissions continue indefinitely as long as the customer remains active.

2.6 Slack Bot Translator Commission

Product Description: Integration tool for translating messages within Slack workspaces, enabling multilingual team communication.

Lingvanex independently determines and sets the applicable pricing for the product mentioned in this clause.

Commission Structure:

• Commission Rate: 20% of the subscription price paid by the customer.
• Geographic Pricing: Commission is calculated based on the actual price paid by the customer in their local currency (prices vary by country).
• Subscription Types: Annual Subscriptions:
• Commission: 20% of the annual subscription price.
• Payment Type: Commission paid once, thirty (30) days after purchase, provided the customer has not requested a refund.
• Monthly Subscriptions:
• Commission: 20% of the monthly subscription price.
• Payment Type: Recurring monthly for up to 12 months maximum.
• Duration: Affiliate continues earning 20% each month the customer remains actively subscribed, up to a maximum of 12 consecutive months.
• After 12 months: Commission payments cease even if the customer continues their subscription.

Cancellations and Upgrades: If a customer cancels their subscription, recurring commission payments stop immediately. If a customer changes their subscription level, commission adjusts accordingly starting the following billing cycle.

Disclaimer: The treatment of upgrades, downgrades, and renewals is addressed separately in Section 2.10.

2.7 Business and Enterprise Solutions

Product Description: On-premise machine translation software, on-premise speech recognition software, custom enterprise solutions, and other enterprise packages requiring sales team involvement.

Lingvanex independently determines and sets the applicable pricing for the product(s) mentioned in this clause.

Commission Structure: Business and enterprise referrals require a separate written agreement between Lingvanex and the Affiliate. General terms:

* Annual Payment: 20% commission paid as one-time payment within 30 days of Lingvanex receiving payment from the customer.

* Monthly Payment: 20% commission paid monthly for the duration specified in the separate agreement.

• Qualification: Affiliate submits a qualified business lead through designated channels.
• Separate Contract: If Lingvanex determines the lead is viable, a separate affiliate contract will be executed specifying commission terms.
• Standard Commission: Typically 20% of the contract value, paid according to the payment structure:
• Timeframe: Commission is paid if the referred customer completes a purchase within one (1) year of the affiliate contract execution date.
• No Standard Program Commission: Business and enterprise leads submitted without a separate written agreement are not eligible for commission under the standard affiliate program terms.

Affiliates interested in referring business or enterprise customers should contact [email protected] to discuss terms before submitting leads.

2.8 Multiple Product Referrals

An Affiliate may earn commissions on multiple products from the same customer. Commissions are calculated independently for each product.

Example: Affiliate refers a customer who purchases Desktop Translator ($20 commission) and subscribes to Document Translation Ultimate Annual ($84 commission at 20% of $420 US pricing). Affiliate earns $104 total.

Commission tracking adjusts automatically when customers add or upgrade services.

2.9 Attribution Rules

Last-Click Attribution: If a customer clicks multiple affiliate links before purchasing, the most recent affiliate link clicked within the 90-day cookie window receives 100% of the commission credit.

Example: Customer clicks Affiliate A's link on January 1, then clicks Affiliate B's link on January 15, then purchases on January 20. Affiliate B receives the commission.

Cookie Duration: Affiliate tracking cookies remain active for ninety (90) days from the date of the initial click. If a customer purchases within 90 days of clicking an Affiliate's link, and no other affiliate link was clicked more recently, the Affiliate receives commission credit.

2.10 Upgrades, Downgrades, and Renewals

Desktop Translator (Annual Subscriptions):

• Renewals: When a customer renews their annual subscription, the Affiliate does NOT earn an additional commission. Commission is one-time only for the initial purchase.
• No Recurring Commission: This product does not generate ongoing commission payments.

Document Translation Service and Slack Bot Translator:

• Upgrades: If a customer upgrades from a lower tier to a higher tier, Affiliate commission increases to reflect the new subscription tier starting the next billing cycle.
• Downgrades: If a customer downgrades, commission decreases accordingly.
• Annual to Monthly (or vice versa): If a customer changes payment frequency, commission structure adjusts to match the new subscription type.

Cloud API:

• Usage Increases: Commission automatically increases as customer usage increases.
• No Action Required: Affiliates do not need to "re-refer" customers to earn commission on increased usage.

2.11 Commission Adjustments and Chargebacks

Refunds: If a customer requests and receives a partial or full refund within the 30-day money-back guarantee period, any commission associated with that transaction will be voided. If the commission was already paid to the Affiliate, it will be deducted from the Affiliate's next payment.

Chargebacks: If a customer initiates a chargeback, payment dispute, payment reversal, or similar payment recovery event with a payment processor, financial institution, or other payment service provider and a chargeback is issued, the associated commission will be voided and deducted from the Affiliate's account balance.

Fraudulent Transactions: Lingvanex reserves the right to void commissions and deduct amounts from Affiliate accounts if transactions are determined to be fraudulent, even if the determination occurs after commission payment. This includes but is not limited to stolen credit cards, identity theft, bot-generated signups, or any activity violating Section 5 (Fraud Prevention).

Chargeback and Fraud Review Period: Lingvanex may review transactions for fraud, chargebacks, payment disputes, reversals, and similar payment recovery events for up to sixty (60) days after the initial transaction. Commissions associated with transactions flagged during this period may be withheld pending investigation. For the avoidance of doubt, this review period does not limit Lingvanex’s rights under Section 5.5 to reverse, deduct, offset, or claw back Commissions if fraudulent activity is discovered after such period.

2.12 Promotional Offers and Bonus Structures

Promotional Campaigns: Lingvanex may periodically offer promotional commission increases, limited-time bonuses, or special incentive programs. Affiliates will be notified via email of any promotional opportunities.

Combining Offers: Unless explicitly stated otherwise, promotional offers and bonuses cannot be combined. If multiple promotional offers are active simultaneously, the Affiliate will automatically receive the offer of greatest value for which they qualify.

Performance Bonuses: Lingvanex may, at its sole discretion, offer performance bonuses to high-performing affiliates through direct communication. Such bonuses are not guaranteed and do not form part of this Agreement unless explicitly confirmed in writing.

SECTION 3: PAYMENT TERMS

3.1 Payment Schedule

Monthly Payment Cycle: Lingvanex operates on a monthly payment cycle with Net-30 terms. Commissions earned during a calendar month will be paid approximately on the 20th day of the month following the Net-30 period.

Example: Commissions earned during January will be paid around February 20th, after the 30-day hold period has elapsed for transactions that occurred at the end of January.

Payment Timing Explanation (Example):

• Month 1 (e.g., January): Affiliate generates sales throughout the month.
• 30-Day Hold Period: Each transaction has a 30-day hold to accommodate the money-back guarantee period.
• Month 2 (e.g., February 20th): Payment issued for all January transactions that have cleared the 30-day refund window and meet the minimum payout threshold.

First Payment for New Affiliates: New affiliates will receive their first payment according to the same schedule. There is no extended waiting period for new accounts beyond the standard Net-30 terms and 30-day transaction hold period.

3.2 Commission Hold Period

All commissions are subject to a thirty (30) day hold period corresponding to Lingvanex's money-back guarantee policy. This hold period ensures that customers have exercised or waived their right to request a refund before commission payment is finalized.

How the Hold Period Works:

• Customer purchases on January 5th.
• 30-day refund window closes on February 4th (assuming no refund requested).
• Commission becomes approved and eligible for payment.
• Payment issued on or around February 20th (next scheduled payment date).

Purpose of Hold Period: The hold period protects both Lingvanex and Affiliates from payment complications related to refunds. Without this hold, commissions would need to be clawed back retroactively if customers exercised their money-back guarantee.

3.3 Minimum Payout Threshold

Threshold Amount: The minimum payout threshold is fifty US dollars ($50 USD). Affiliates must accumulate at least $50 in approved commissions across all products before payment will be issued.

How It Works:

• Commissions from all products (Desktop Translator, Document Translation Service, Cloud API, Slack Bot Translator) are combined into a single account balance.
• Once the total approved commission balance reaches $50 or more, payment will be issued on the next scheduled payment date (approximately the 20th of the month).
• If the balance is below $50, commissions continue to accumulate until the threshold is met.

Example: Affiliate earns $15 in January, $20 in February, and $18 in March. Total accumulated: $53. Payment of $53 is issued around April 20th. In April, affiliate earns $30. This amount carries forward and will be paid when combined with future earnings once the $50 threshold is reached again.

Threshold Application: The $50 minimum applies to each individual payment cycle. Once a payment is issued, the balance resets to zero and must accumulate to $50 again before the next payment.

3.4 Payment Methods

Lingvanex processes affiliate payments through Tolt, our affiliate management platform.

Disclaimer for Partners:

Participation in the Program and receipt of Commission payments may require Affiliate to register for and maintain an active account with Tolt, Lingvanex’s third-party affiliate platform provider, and to comply with Tolt’s applicable terms, policies, and verification requirements.

Tolt is an independent third-party service provider and is not an employee, agent, or representative of Lingvanex. Lingvanex shall not be responsible for Tolt’s independent acts, omissions, platform availability, payment processing services, currency conversion practices, fees, or separate contractual, legal, or data-processing relationship between Tolt and Affiliate, except to the extent caused by Lingvanex’s own breach of this Agreement or applicable law.

Available payment methods include:

Accepted Payment Methods:

• PayPal: Direct deposit to your PayPal account.
• Wise (formerly TransferWise): International money transfer service supporting multiple currencies and bank accounts worldwide.
• Bank Transfer: Direct bank deposit via local bank transfer systems (ACH, SEPA, BACS, FAST, FPS, etc.) available in over 150 countries and 60+ currencies.
• Wire Transfer: International wire transfer for affiliates in supported regions.

Payment Method Requirements:

• Affiliates must provide complete and accurate payment information through the Tolt affiliate dashboard.
• Payment details must be verified before the first payment can be processed.
• It is the Affiliate's responsibility to ensure payment information remains current and accurate.
• Lingvanex is not responsible for failed payments due to incorrect or outdated payment information provided by the Affiliate.

Payment Processing Fees:

• Commission payments are processed through Tolt, which distributes payments to Affiliates via their chosen payout method.
• Payment processing fees may apply depending on the payout method selected, typically ranging from 0% to 2% of the payment amount.
• These processing fees are deducted from the Affiliate's commission payment by the payment processor and are the responsibility of the Affiliate.

Currency Conversion:

• Commissions are calculated and displayed in US dollars (USD) in the affiliate dashboard.
• If you select a payment method that requires currency conversion (e.g., receiving payment in EUR via local bank transfer), conversion rates are determined by the payment processor at the time of transfer.
• Lingvanex is not responsible for currency conversion rates or associated fees.

3.5 Payment Documentation and Invoicing

Commission payments are processed through Tolt, Lingvanex's affiliate management platform.

Invoice Process:

• Tolt generates invoices documenting Affiliate commission earnings for each payment period.
• Affiliates will receive individual invoices through the Tolt platform.
• Invoices may also be sent via email.

Record Retention: Affiliates should retain copies of all invoices for their own tax and accounting records.

Deemed Delivery of Invoices and Notices: Any invoice, payment statement, or other notice relating to Commission payments shall be deemed duly delivered to Affiliate upon the earlier of: (i) its being made available in the Affiliate’s Tolt account or affiliate dashboard; or (ii) its being sent to the email address associated with the Affiliate’s account. Affiliate is responsible for monitoring its Tolt account and registered email address for invoices and payment-related notices.

3.6 Tax Responsibilities

Affiliate Tax Obligations: Affiliates are solely responsible for all tax obligations arising from commission payments, including but not limited to income tax, value-added tax (VAT), goods and services tax (GST), or any other applicable taxes in their jurisdiction.

Tax Forms and Documentation:

• Tax documentation is managed through Tolt, Lingvanex's affiliate platform provider.
• US-based Affiliates may be required to submit W-9 forms.
• International Affiliates may be required to submit W-8 forms.
• For US-based Affiliates earning above applicable IRS thresholds, appropriate 1099 forms will be filed.
• Affiliates may be required to provide additional tax identification information depending on their location and earnings.

Tax Withholding: Lingvanex does not withhold taxes from commission payments unless required by law in the Affiliate's jurisdiction.

Indirect Taxes: Commission amounts payable under this Agreement are exclusive of VAT, GST, sales tax, and any similar indirect taxes. Affiliate shall be solely responsible for any such taxes arising in connection with Commission payments and, where applicable, shall include such taxes only if legally required and supported by valid tax documentation acceptable to Lingvanex.

Independent Contractor Status: Affiliates are independent contractors, not employees of Lingvanex. Lingvanex will not provide tax forms typically associated with employment (such as W-2 forms). For US-based Affiliates earning over the IRS reporting threshold, appropriate 1099 forms will be filed by Tolt. Affiliates should consult with a tax professional regarding their specific tax obligations and reporting requirements in their jurisdiction.

Compliance and Verification Hold: Notwithstanding any other provision of this Agreement, Lingvanex may withhold, delay, or suspend any Commission payment pending completion of identity verification, tax documentation, sanctions screening, anti-money laundering checks, fraud review, payment provider onboarding, or any other compliance procedures reasonably required by Lingvanex, Tolt, or any applicable payment processor, financial institution, or governmental authority. No payment shall be due until such requirements have been satisfactorily completed.

3.7 Payment Disputes and Discrepancies

Dispute Submission Period: If Affiliate disputes any portion of a commission payment or invoice, Affiliate must submit the dispute to Lingvanex in writing within thirty (30) days of the invoice date. Disputes must be sent to [email protected] with sufficient detail to allow investigation.

Required Dispute Information:

• Specific transaction(s) in question (dates, customer information if available, product purchased).
• Nature of the discrepancy (missing commission, incorrect amount, etc.).
• Supporting evidence (screenshots, tracking data, etc.).

Investigation Process: Upon receiving a valid dispute, Lingvanex will investigate the matter in good faith and respond within fifteen (15) business days. The investigation may include:

• Reviewing server logs and tracking data.
• Comparing affiliate-provided data with Lingvanex records.
• Analyzing transaction history and payment records.

Discrepancy Resolution: If Affiliate is also tracking referrals independently and claims a discrepancy, Affiliate must provide Lingvanex with their tracking reports within ten (10) business days following the end of the calendar month in question.

If Lingvanex's and Affiliate's reported statistics vary by more than ten percent (10%) and Lingvanex reasonably determines that Affiliate has used generally accepted industry methods to track referrals, then Lingvanex and Affiliate agree to work together in good faith to reconcile the discrepancy.

Final Determination: If the parties are unable to arrive at a reconciliation after good faith efforts, Lingvanex's tracking data and records shall be determinative and final.

Waiver of Claims: If Affiliate does not dispute an invoice within thirty (30) days of the invoice date as set forth above, Affiliate irrevocably waives any claims based upon that invoice.

3.8 Significant Disputes and Arbitration

For disputes exceeding five thousand US dollars ($5,000), the parties agree to binding arbitration under the laws of Cyprus. The arbitration shall be conducted in accordance with the rules of the Cyprus Arbitration and Mediation Centre or another mutually agreed arbitration body.

Arbitration Process:

• Either party may initiate arbitration by providing written notice to the other party.
• Each party shall bear its own costs and fees associated with arbitration, unless the arbitrator determines otherwise.
• The arbitrator's decision shall be final and binding on both parties.

Jurisdiction: For disputes under $5,000, the parties agree that any legal action shall be brought exclusively in the courts of Cyprus.

3.9 Offset Rights

If Affiliate has an outstanding balance due to Lingvanex under this Agreement or any other agreement between Affiliate and Lingvanex (whether or not related to the Affiliate Program), Affiliate agrees that Lingvanex may offset any such amounts due to Lingvanex from amounts payable to Affiliate under this Agreement.

Example: If Affiliate owes Lingvanex $100 for a separate service or product, and Affiliate has $150 in approved affiliate commissions, Lingvanex may deduct the $100 debt and pay Affiliate $50.

3.10 Failed Payments and Account Issues

Invalid Payment Information: If a payment fails due to invalid, incomplete, or outdated payment information provided by Affiliate, Lingvanex will notify Affiliate via email. Affiliate has twelve (12) months from the notification date to update payment information and request reissue of the failed payment.

Unclaimed Payments: If Affiliate fails to provide valid payment information within twelve (12) months of a failed payment notification, the unpaid commission may be forfeited.

Account Termination and Pending Payments: If an Affiliate's account is terminated for any reason, pending commissions will be handled according to the termination circumstances:

• Voluntary Departure: Affiliate will receive all approved commissions that meet the $50 minimum threshold (see Section 6.2 Voluntary Termination by Affiliate).
• Termination for Cause: Lingvanex reserves the right to forfeit unpaid commissions if the account is terminated due to fraud, violation of these terms, or other misconduct (see Section 6.4 Termination by Lingvanex for Cause).

Returned and Reissued Payments: If any Commission payment is returned, rejected, reversed, or cannot be completed due to incorrect payment details, payment method issues, intermediary bank deductions, or other circumstances not caused by Lingvanex, Lingvanex may deduct any resulting fees, charges, or costs from the Affiliate’s Commission balance or from any reissued payment. Any reissued payment shall be made only after the Affiliate has provided valid and complete payment information.

3.11 Payment Accuracy and Tracking

Lingvanex's Tracking Systems: All tracking of affiliate links, customer actions, and commission calculations are made by Lingvanex through the Tolt affiliate platform. Lingvanex's tracking data is the official record for all commission determinations.

Dashboard Accuracy: While Lingvanex strives to provide accurate real-time data in the affiliate dashboard, there may be occasional delays or discrepancies between dashboard displays and final payment calculations. Final payment amounts are based on Lingvanex's verified records at the time of payment processing.

Affiliate Monitoring: Affiliates are encouraged to monitor their dashboard regularly and report any suspected tracking issues promptly to [email protected]. Early reporting of potential problems allows for more effective investigation and resolution.

Manifest Error Correction: In the event of any manifest error, including any clerical error, technical malfunction, duplicate entry, tracking error, or calculation mistake affecting Commission accrual, approval, display, or payment, Lingvanex may correct such error at any time and make corresponding adjustments to the Affiliate’s account, including by reversing credits, offsetting future payments, or seeking reimbursement of any overpayment, subject to applicable law.

3.12 Modification of Payment Terms. Relationship Between Sections 2 and 3.

Lingvanex reserves the right to modify payment terms, including but not limited to payment schedule, minimum threshold, and payment methods, with thirty (30) days' advance written notice to Affiliates.

Notice of Changes: Material changes to payment terms will be communicated via email to the address associated with the Affiliate's account. Continued participation in the Program after the effective date of changes constitutes acceptance of the modified payment terms.

Grandfathering: In the event of changes that reduce compensation or make terms less favorable to Affiliates, Lingvanex may, at its sole discretion, grandfather existing high-performing Affiliates under previous terms for a specified transition period.

Relationship Between Sections 2 and 3: Section 2 sets out the applicable Commission rates, product-specific Commission structures, and eligibility rules for each product. Section 3 governs the timing, approval, processing, payment, and administration of all Commissions under the Program. In the event of any inconsistency, the product-specific provisions of Section 2 shall control with respect to the relevant product, and Section 3 shall control with respect to payment mechanics and administrative matters, unless expressly stated otherwise.

SECTION 4: AFFILIATE OBLIGATIONS

4.1 General Responsibilities

As a participant in the Lingvanex Affiliate Program, Affiliate agrees to fulfill the following obligations:

Content Development and Maintenance: Affiliate has sole responsibility for the development, operation, and maintenance of, and all content on or linked to, their promotional channels including but not limited to websites, blogs, social media accounts, email lists, YouTube channels, and any other media used to promote Lingvanex products.

Compliance with Laws: Affiliate must comply with all applicable laws, rules, and regulations in their jurisdiction as they relate to their business, promotional activities, and use of affiliate links. This includes but is not limited to consumer protection laws, advertising standards, data privacy regulations, and tax obligations.

Third-Party Platform Compliance: Affiliate must comply with the terms, conditions, guidelines, and policies of any third-party services used in connection with the Affiliate Program, including but not limited to email providers, social networking services, advertising networks, and content platforms.

Accurate Representation: Affiliate must not make any representations, warranties, or statements concerning Lingvanex or its products except as expressly authorized in this Agreement or in official marketing materials provided by Lingvanex.

Affiliate Representatives: If Affiliate engages any employee, contractor, agency, consultant, media buyer, content creator, or other representative in connection with the Program, Affiliate shall remain fully responsible for all acts, omissions, content, promotional activities, and compliance failures of such persons as if they were the acts or omissions of Affiliate. Affiliate shall ensure that all such persons comply with this Agreement and any applicable instructions or guidelines issued by Lingvanex.

4.2 Content Standards and Restrictions

Prohibited Content: Affiliate's promotional channels must not contain or link to any material which is:

• Illegal or promotes illegal activities.
• Infringes upon the intellectual property or personal rights of any third party.
• Harmful, threatening, defamatory, or obscene.
• Sexually explicit or pornographic.
• Harassing or promoting violence.
• Promoting discrimination (whether based on sex, religion, race, ethnicity, nationality, disability, or age).
• Containing profanity or hate speech.
• Promoting gambling or casino activities.
• Otherwise objectionable as determined by Lingvanex in its reasonable discretion.

Brand Integrity: Affiliate must not create promotional materials that could mislead users into believing the Affiliate's content is officially operated by or endorsed by Lingvanex. This includes copying Lingvanex's website design, using similar layouts or branding, or implying an official partnership without Lingvanex prior written authorization.

Misleading Practices: Affiliate must not engage in misleading, deceptive, or fraudulent promotional practices including but not limited to:

• False claims about product features or capabilities.
• Exaggerated security or privacy claims not substantiated by Lingvanex.
• Misleading pricing information or unauthorized discount offers.
• False urgency tactics such as claiming Lingvanex is shutting down, drastically increasing prices, or offering limited availability when no such limitation exists.
• Impersonating Lingvanex representatives or employees.

4.3 Privacy Policy and Data Protection

Privacy Policy Requirement:

For Affiliates with Websites or Blogs: Affiliates who promote Lingvanex through their own websites, blogs, or platforms where they collect user data must have a privacy policy that:

• Is easily accessible to users (typically linked in the website footer).
• Complies with applicable data privacy laws including European data protection regulations.
• Explains data collection, use, and sharing practices.
• Discloses the use of cookies and tracking technologies, including affiliate tracking cookies.
• Explains that clicking affiliate links shares basic technical information (such as IP address, browser type, and timestamp) with Lingvanex for referral tracking purposes.

Example Privacy Policy Language: Affiliates may use the following sample language:

"This website contains affiliate links to Lingvanex. When you click an affiliate link, a tracking cookie is set by Lingvanex to identify the referral source. This cookie is used solely for commission attribution and does not affect your use of Lingvanex services."

For Social Media and Platform-Based Affiliates: Affiliates who promote exclusively through third-party platforms (Instagram, YouTube, TikTok, Twitter, Facebook, etc.) are not required to maintain a separate privacy policy solely by virtue of such promotion, provided that they remain fully responsible for complying with all applicable privacy, cookie, tracking, disclosure, and platform-specific legal requirements in connection with their promotional activities.

Data Collection Prohibition: All Affiliates must not collect personal information on behalf of Lingvanex without explicit written authorization. Affiliates must not create fake signup forms or landing pages to collect user data.

Children's Privacy: All Affiliates must not knowingly collect information from or target children under 13 years of age (or under 16 in the European Union).

4.4 FTC Disclosure Requirements

Mandatory Disclosure: Affiliate must clearly and conspicuously disclose its affiliate relationship with Lingvanex in all promotional content as required by applicable laws, rules, regulations, platform requirements, and advertising or endorsement guidelines, including, where applicable, the United States Federal Trade Commission (FTC) guidelines.

Disclosure Placement: Disclosures must be placed:

• At the beginning of content, before any affiliate links appear.
• In a clear, prominent location that users will see before clicking affiliate links.
• In language that is easily understandable and unambiguous.

Acceptable Disclosure Language: Examples of appropriate disclosures include:

• "This post contains affiliate links. If you make a purchase through my link, I may earn a commission at no additional cost to you."
• "Affiliate Disclosure: I earn a commission if you purchase through my links."
• "I'm a Lingvanex affiliate and may earn from qualifying purchases made through my links."

Platform-Specific Disclosures:

• Blog posts and articles: Disclosure at the top of the content before any affiliate links.
• YouTube videos: Disclosure in the video itself (spoken or on-screen text) and in the video description before any affiliate links.
• Social media posts: Disclosure within the post itself (e.g., "#ad" or "#affiliate" or clear written disclosure).
• Email marketing: Disclosure at the beginning of the email before any affiliate links.

Prohibited Disclosure Practices:

• Hiding disclosures in fine print or footnotes.
• Using unclear language like "partnership" or "collaboration" without explicitly stating commission is earned.
• Placing disclosures only at the end of content after affiliate links have already appeared.
• Using the same color text as the background or otherwise making disclosures difficult to see.

4.5 Trademark and Brand Usage

Trademark Restrictions: Affiliate may not use Lingvanex trademarks, brand names, or logos except as expressly permitted in this Agreement or in marketing materials provided through the affiliate portal.

Prohibited Uses:

• Using "Lingvanex," "Lingvanex.com," or any variation in domain names.
• Using Lingvanex trademarks in metatags or otherwise to direct traffic to any website, domain, landing page, application, or online destination other than an official Lingvanex website or another destination expressly authorized by Lingvanex in writing.
• Modifying, altering, or creating derivative works of Lingvanex logos or brand assets.
• Using Lingvanex trademarks in a manner that implies official endorsement, partnership, or employment relationship without Lingvanex prior written authorization.
• Using “Lingvanex” or any confusingly similar name, mark, username, handle, page name, channel name, profile name, app name, or account identifier in a manner that suggests official status, endorsement, ownership, or authorization by Lingvanex, except with Lingvanex prior written consent.

Permitted Uses:

• Using official logos and brand assets provided in the affiliate portal for promotional purposes, as-is without modification.
• Referencing Lingvanex products by name in editorial content, reviews, and comparisons.
• Using Lingvanex name in titles of review content (e.g., "Lingvanex Review" or "Lingvanex vs. Competitor").

4.6 Authorized Marketing Materials

Provided Assets: Lingvanex will provide Affiliates with access to marketing materials through the affiliate portal, which may include:

• Brand logos in various formats and sizes.
• Product screenshots.
• Banner advertisements.
• Email templates and social media post templates.
• Product descriptions and feature lists.
• Case studies.

Use of Provided Materials:

• Affiliates may use provided materials as-is for promotional purposes.
• Materials must not be modified, altered, or edited without Lingvanex prior written permission.
• Materials must be used in accordance with any usage guidelines provided.

Custom Content: Affiliates may create their own original promotional content (reviews, tutorials, comparisons, etc.) provided such content:

• Complies with all terms of this Agreement.
• Does not misrepresent Lingvanex products or services.
• Includes proper FTC disclosure.
• Does not infringe on any third-party intellectual property rights.

4.7 Link and Tracking Requirements

Use of Affiliate Links:

• Affiliates must use the unique tracking links provided through the Tolt affiliate platform.
• Affiliate links must not be modified, shortened (unless using approved link shortening services), or altered in any way that interferes with tracking.
• Affiliates must not attempt to manipulate, circumvent, or interfere with the tracking system.

Link Placement:

• Affiliate links must be clearly identifiable and distinguishable from other content.
• Affiliate links must not be hidden, masked, or disguised in a manner that deceives users.
• Affiliate links should direct users to legitimate Lingvanex product pages, not to unrelated or misleading destinations.

Testing Responsibility: Affiliates are responsible for testing their affiliate links before publishing promotional content to ensure links are functioning correctly and tracking properly.

Redirects and Link Routing: Affiliate shall not use redirects, cloaking, forced redirects, auto-forwarding, hidden iframes, misleading interstitials, or other routing methods that obscure the true source of traffic, interfere with tracking, or cause users to be sent to Lingvanex pages without a genuine user-initiated action.

4.8 Prohibited Promotional Methods

Affiliates may not use the following promotional methods under any circumstances:

Prohibited Platforms and Tactics:

• Posting on Craigslist or similar classified advertising platforms.
• Using gig sites or micro-task platforms (Fiverr, Upwork, Microworkers, Picoworkers, or similar platforms) to incentivize, compensate, or recruit individuals to sign up for Lingvanex products or services.
• Incentivized signups (paying, bribing, or otherwise compensating users to sign up for Lingvanex).
• Adult or sexually explicit content websites.
• Gambling or casino websites.
• Websites promoting illegal activities.
• Spam (unsolicited bulk emails or messages).
• Social media spam (mass direct messages, automated bot comments, or similar tactics).
• Cookie stuffing (forcing tracking cookies onto users' browsers without genuine clicks).
• Toolbar or browser extension auto-injection of affiliate links without clear user disclosure and consent.
• Pop-ups or pop-unders (unless clearly labeled as affiliate-served and user-initiated).
• Phone or call center cold-calling sales.
• Reselling or redistributing Lingvanex accounts or subscriptions.

There are no exceptions to these prohibitions. Any Affiliate found using these methods will be immediately removed from the Program and prohibited from rejoining. All pending commissions will be forfeited.

4.9 Pay-Per-Click Advertising Restrictions

Complete Brand Term Ban: Affiliates may not bid on any keywords or keyword phrases in pay-per-click search engines (Google Ads, Bing Ads, or any similar platforms) that include or are variations of Lingvanex trademarks.

Protected Keywords: The following keywords and all variations, misspellings, and combinations thereof are strictly prohibited for PPC bidding:

• lingvanex.
• lingvanex.com.
• lingvanex translation.
• lingvanex translator.
• lingvanex desktop.
• lingvanex document.
• lingvanex api.
• lingvanex slack bot
• Any common misspellings of the above terms.

Additional PPC Restrictions: Affiliate shall not, without Lingvanex’s prior written consent:

(a) use Lingvanex trademarks, brand names, or confusingly similar variations in ad copy, display URLs, destination URLs, subdomains, or account names used in connection with paid advertising;

(b) bid on any combination of Lingvanex brand terms with words such as “coupon,” “discount,” “promo code,” “deal,” “offer,” or similar terms;

(c) register, use, or direct traffic through typo domains, lookalike domains, or misleading URLs incorporating Lingvanex marks or confusingly similar variations; or

(d) run paid advertisements that are likely to cause users to believe that the advertisement is an official Lingvanex advertisement or that Affiliate is acting on behalf of Lingvanex.

Permitted PPC Activities: Affiliates may bid on non-branded, generic industry keywords such as:

• "translation software".
• "document translator".
• "machine translation".
• "translation API".
• Competitor brand names (e.g., "DeepL alternative" or "Google Translate vs.").

Display Advertising: Display advertising (banner ads, native ads, etc.) is permitted provided the ads:

• Do not falsely imply official partnership or endorsement.
• Comply with all other terms of this Agreement.
• Are not targeted specifically to users who have recently searched for Lingvanex brand terms.

4.10 Coupon and Discount Code Policy

Authorized Codes Only: Affiliates may only promote discount codes and coupons that have been explicitly provided to them through the official Lingvanex affiliate portal. Use of any unauthorized discount codes is strictly prohibited.

Prohibition on Unauthorized Codes: Affiliates must not:

• Search for, find, or use discount codes intended for other channels or partnerships.
• Create fake or non-functional coupon codes.
• Promote expired or invalid codes.
• Use codes intended for specific customer segments (e.g., student discount coupons, employee discounts, regional promotions) without authorization.

Consequences: Any sales generated using unauthorized discount codes will be voided, and associated commissions will be forfeited. Repeated violations will result in immediate termination from the Program.

Coupon, Deal, Cashback, and Rewards Sites: Affiliate shall not promote Lingvanex through coupon directories, deal sites, cashback programs, rewards platforms, browser coupon extensions, loyalty schemes, or similar incentive-based promotional channels unless expressly authorized in writing by Lingvanex. Any sales generated through such channels without written authorization may be voided and the associated Commissions forfeited.

Coupon Affiliate Commission Adjustment: Affiliates who are specifically authorized to distribute discount coupons will have their commission reduced by the same percentage as the discount offered, as detailed in Section 2.3.

4.11 Competitor Comparison Content

Permitted Comparisons: Affiliates may create comparison content featuring Lingvanex alongside competing products, subject to the following requirements:

Requirements for Comparison Content:

• Comparisons must be based on actual testing of current product versions.
• All statements must be factually accurate and substantiated.
• Affiliates must not make false or misleading claims about any product, including competitors.
• Comparisons should be presented as the Affiliate's personal opinion where subjective.
• All comparison content must include proper FTC affiliate disclosure.

Prohibited Comparison Practices:

• Making false claims about competitor products to make Lingvanex appear superior.
• Claiming features or capabilities that Lingvanex does not possess.
• Using outdated information about competitor products while using current information about Lingvanex.
• Creating intentionally biased comparisons that misrepresent the competitive landscape.

Right to Request Removal: Lingvanex reserves the right to request removal of comparison content that is factually incorrect, defamatory, or violates the terms of this Agreement.

4.12 Security and Privacy Claims

Affiliates must accurately represent Lingvanex's security and privacy practices based on our published Privacy Policy (available at https://lingvanex.com/privacy-policy/). Affiliates may only make claims that are explicitly stated in our Privacy Policy or provided in our approved affiliate marketing materials.

Approved Claims: Affiliates may state the following verified claims about Lingvanex:

Privacy and User Rights:

• Lingvanex complies with European data protection regulations.
• Lingvanex never sells your data to third parties.
• You maintain full control over your data with the right to access, correct, or delete it at any time.
• Lingvanex collects only essential analytics data with your consent to improve service quality.
• You have full control over cookies and can customize your tracking preferences at any time.
• Lingvanex automatically deletes analytics data according to privacy regulations.
• Lingvanex services are designed for users 13 and older in compliance with COPPA.

Translation Privacy:

• Lingvanex respects your privacy and follows industry best practices for data protection.
• Lingvanex does not use your translations to train AI models or for marketing purposes.
• Lingvanex does not permanently store or retain your translation content.
• Translation data is temporarily cached for 24-72 hours to optimize performance, then automatically deleted.

Data Security:

• Lingvanex uses robust security measures with strict access controls to protect your information.
• Your data is protected with industry-standard encryption during transmission using SSL/TLS technology.
• Translation data is processed and stored in secure EU-based data centers.
• Payment processing is handled securely through Paddle, a certified payment processor.

Prohibited Claims: Affiliates may NOT claim or imply:

• Any security certifications, compliance standards, or industry approvals not explicitly listed in the Approved Claims section above.
• Absolute security guarantees ("100% secure," "unhackable," "military-grade," "bank-level security").
• Suitability for regulated industries without disclaimers ("approved for medical use," "HIPAA-compliant," "legal-grade translation").
• Comparative security claims without substantiation ("more secure than [competitor]").
• Zero data collection (Lingvanex collects email addresses and analytics data with user consent).
• Translation data is temporarily cached for 24-72 hours to optimize performance, then automatically deleted. This cached data is stored securely and not accessed for any other purpose.

Required Disclaimer for Sensitive Content: When discussing translation of sensitive or confidential documents, Affiliates must include the following disclaimer:

"Machine translation is suitable for general content. For highly sensitive or confidential translations (legal, medical, financial documents), we recommend professional human review of all machine translations."

Verification and Approval: All security and privacy claims must be verifiable in Lingvanex's Privacy Policy at https://lingvanex.com/privacy-policy/. If an Affiliate wishes to make a security or privacy claim not explicitly listed in the approved claims, they must email [email protected] for written approval before publishing any content containing such claims.

4.13 Translation Quality and Accuracy Claims

Permitted Quality Claims: Affiliates may state:

• "Powered by advanced AI translation."
• "Supports 100+ languages."
• "Suitable for everyday translation needs."
• Other claims explicitly provided in the affiliate marketing materials.

Prohibited Quality Claims: Affiliates must not claim:

• "100% accurate translations."
• "Professional-quality translations every time."
• "Better than human translators."
• "Perfect for legal/medical/financial documents" (without appropriate disclaimers).
• "Zero errors" or similar absolute accuracy claims.

Honest Representation: Affiliates must honestly represent the capabilities and limitations of machine translation technology. Exaggerated or false claims about translation accuracy are prohibited and may result in immediate termination.

Verification of AI-Generated or Translated Promotional Content: If Affiliate uses any AI-generated, machine-translated, automatically localized, auto-captioned, or otherwise automated content in connection with the promotion of Lingvanex products or services, Affiliate shall review and verify such content for factual accuracy, legal compliance, and consistency with this Agreement before publication. Affiliate remains solely responsible for any inaccurate, misleading, non-compliant, or unlawful content, regardless of whether such content was created in whole or in part using automated tools.

4.14 Removal or Modification Requests. Indemnification

Removal or Modification Requests: Lingvanex may require Affiliate to remove, suspend, revise, correct, or discontinue any promotional content, advertisement, landing page, disclosure, coupon listing, or other promotional activity that Lingvanex reasonably determines to be inaccurate, misleading, non-compliant, unauthorized, infringing, harmful to Lingvanex’s reputation, or otherwise inconsistent with this Agreement. Affiliate shall comply with any such request within the timeframe specified by Lingvanex, or if no timeframe is specified, within five (5) business days.

Notice of Complaints and Inquiries: Affiliate shall promptly notify Lingvanex in writing of any material complaint, claim, cease-and-desist demand, regulatory inquiry, platform enforcement action, media inquiry, or threatened legal proceeding relating to: (a) Affiliate’s promotion of Lingvanex products or services; (b) the Program; or (c) any statement, advertisement, disclosure, or representation concerning Lingvanex. Affiliate shall cooperate reasonably with Lingvanex in responding to any such matter.

Affiliate agrees to indemnify, defend, and hold harmless Lingvanex, NordicWise Limited, and its officers, directors, employees, and affiliates from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorney fees) arising from:

• Affiliate's breach of any representation or warranty in this Agreement.
• Affiliate's violation of any obligation under this Agreement.
• Affiliate's promotional activities and content.
• Affiliate's website, channels, or promotional materials.
• Any violation of law or third-party rights by Affiliate.
• Claims of copyright infringement, trademark infringement, or other intellectual property violations related to Affiliate's content.

This indemnification obligation survives termination of this Agreement.

SECTION 5: FRAUD PREVENTION AND QUALITY CONTROL

5.1 Monitoring and Detection

Right to Monitor: Lingvanex reserves the right to monitor all affiliate activities, traffic sources, and promotional methods to ensure compliance with this Agreement and to detect fraudulent or low-quality activity.

Detection Methods: Lingvanex may use various methods to assess traffic quality and detect fraud, including but not limited to: traffic pattern analysis, conversion rate monitoring, click-to-signup and signup-to-paid ratios, geographic and IP address analysis, device fingerprinting, comparison of affiliate-reported data with Lingvanex's tracking data, third-party fraud detection services, and manual review of promotional content.

Lingvanex is not required to disclose specific fraud detection methods or algorithms to protect the integrity of the Program.

5.2 Quality Standards and Red Flags

Quality Expectations: Affiliates are expected to drive genuine, high-quality traffic consisting of users with legitimate interest in Lingvanex products. While conversion rates vary, significant deviations from program averages may trigger review.

Indicators of Low-Quality Traffic: The following patterns may trigger investigation: abnormally high click-through rates, extremely low conversion rates, high bounce rates, unusual geographic patterns, suspicious timing patterns, high percentage of duplicate or invalid email addresses, account signups that never log in or buy the service, and patterns of immediate cancellations or refund requests.

Benchmarking: Lingvanex tracks program-wide performance metrics to establish benchmarks. Persistent patterns significantly outside normal ranges may indicate fraud or low-quality traffic sources.

5.3 Prohibited Fraudulent Activities

The following activities constitute fraud and are strictly prohibited:

Self-Referral Fraud:

• Purchasing products through your own affiliate link.
• Creating accounts through your own affiliate link.
• Using family members' or friends' information to generate referrals without their genuine interest or to make purchases.

Payment and Credit Card Fraud:

• Using stolen credit card information to make purchases.
• Making fraudulent purchases to generate commissions.
• Initiating purchases with intent to request chargebacks after receiving commission.

Commission Manipulation:

• Attempting to circumvent tracking systems.
• Modifying or tampering with affiliate links.
• Creating artificial referral loops.
• Exploiting technical vulnerabilities in the tracking system.
• Cookie stuffing or forced cookie placement to claim credit for sales you did not drive.

Promotional Fraud:

• Impersonating Lingvanex employees or official representatives.
• Creating fake, AI-generated, or materially misleading testimonials, reviews, endorsements, or user experiences presented as authentic human feedback.
• Fabricating endorsements from non-existent users.
• Using unauthorized discount codes to artificially inflate conversions.

Account Fraud:

• Creating fake or fraudulent user accounts for the purpose of making fraudulent purchases.
• Using temporary or disposable email addresses to create accounts for fraudulent purposes.
• Creating accounts with no intention of actual use solely to inflate metrics.

Traffic Fraud:

• Using automated scripts, AI-generated or AI-assisted systems, synthetic identities, or any other artificial, deceptive, or non-human methods to generate clicks, traffic, leads, sign-ups, conversions, or other activity intended to inflate Affiliate performance or Commissions.
• Buying traffic from known bot networks.
• Using traffic exchanges or paid-to-click sites.
• Misrepresenting traffic sources to Lingvanex.

5.4 Investigation and Enforcement Process

Right to Investigate: Lingvanex may investigate any suspicious activity, unusual patterns, or potential violations at any time, with or without prior notice to the Affiliate.

Investigation Steps:

Initial Review: Lingvanex's fraud prevention team reviews available data and evidence to assess severity and scope of potential violations.

Account Suspension: For serious suspected violations, Lingvanex may temporarily suspend the affiliate account and place pending commissions on hold during investigation. Suspended accounts cannot generate new referrals.

Notification and Response: Lingvanex will notify the Affiliate via email of the investigation and the general nature of concerns. Specific details may be withheld to protect investigation integrity. Affiliate has ten (10) business days to respond with explanation or evidence. Failure to respond may result in adverse action based on available evidence.

Documentation Requests: Lingvanex may request documentation including description of promotional channels, URLs of websites or social media accounts, examples of promotional content, traffic source analytics, advertising platform reports, and explanation of promotional strategies. Affiliates must respond within ten (10) business days.

Cooperation Requirement: Affiliates must cooperate fully with investigations by responding promptly to inquiries, providing requested documentation, answering questions truthfully, allowing reasonable access to promotional channels for review, and ceasing questioned activities pending investigation outcome. Failure to cooperate may be treated as an admission of wrongdoing and may result in immediate account termination and forfeiture of all commissions.

Investigation Completion: Lingvanex reviews all evidence and the Affiliate's response, makes a final determination, and notifies the Affiliate of the outcome. Investigations typically conclude within thirty (30) days of initiation, though complex cases may require additional time.

Third-Party Compliance Review: Lingvanex may, in connection with any compliance review, investigation, or verification under this Section 5, engage a designated service provider, fraud detection vendor, or other independent professional advisor bound by confidentiality obligations to assist in reviewing Affiliate’s records, promotional materials, traffic source information, and other materials reasonably necessary to verify compliance with this Agreement. Affiliate shall reasonably cooperate with such review, provided that any such review shall be limited in scope to compliance-related matters and conducted in a manner that does not unreasonably disrupt Affiliate’s business activities.

Confidentiality: Information provided by Affiliates will be treated as confidential and used only for program management and fraud prevention purposes.

5.5 Consequences and Commission Handling

Tiered Response Based on Severity:

Minor Violations (First Offense, Unintentional): Written warning issued, correction of behavior required, monitoring period implemented. Pending commissions may be retained if violation is corrected.

Serious Violations: Immediate account suspension, forfeiture of all pending commissions, permanent ban from the Program, no eligibility for re-enrollment.

Fraud or Intentional Violations: Immediate account termination, forfeiture of all pending and future commissions, permanent ban from the Program and all future Lingvanex affiliate programs. Lingvanex reserves the right to pursue legal action for damages, report fraudulent activity to relevant authorities or fraud databases, and clawback previously paid commissions if fraud is discovered retroactively.

Disclaimer: The classification of a violation as minor, serious, fraudulent, or intentional shall be made by Lingvanex in good faith based on the nature, severity, frequency, and impact of the conduct, including whether the conduct falls within Section 5.3 or Section 6.4.

Commission Withholding During Investigation: During any investigation of suspected fraud or policy violations, Lingvanex may place a hold on pending commission payments. If investigation concludes that no violation occurred, withheld commissions will be released on the next regular payment date. If violations are confirmed, commissions may be forfeited as described above. Affiliates will be notified when commissions are placed on hold and will receive updates upon conclusion of the investigation.

Commission Clawback: If fraudulent activity is discovered after commissions have been paid, Lingvanex reserves the right to demand repayment of fraudulently obtained commissions, offset amounts owed against future payments, pursue legal collection of fraudulently obtained funds, and report the matter to payment processors and relevant authorities.

Chargebacks and Refunds: If a customer referred by an Affiliate requests a refund or initiates a chargeback, any commission paid or pending for that transaction will be reversed or withheld. Lingvanex monitors chargeback and refund rates for each affiliate. Abnormally high chargeback or refund rates may indicate misleading promotional practices, low-quality traffic, or fraudulent referrals. If an Affiliate's chargeback or refund rate significantly exceeds program averages, Lingvanex may investigate promotional methods, place the account under review, subject future commissions to extended hold periods, or suspend or terminate the account if the pattern continues.

5.6 Appeals Process

Right to Appeal: If an Affiliate believes that a determination of fraud or policy violation was made in error, they may appeal the decision.

Appeal Procedure: Affiliate must submit a written appeal to [email protected] within fifteen (15) days of receiving notification of adverse action. The appeal must include an explanation of why the determination was incorrect, any supporting evidence or documentation, and the specific relief requested.

Lingvanex's senior management will review the appeal, considering the original evidence, investigation findings, and Affiliate's submission. Review is typically completed within twenty (20) business days. The Affiliate will be notified of the appeal decision via email. If the appeal is successful, the account may be reinstated and commissions released. If denied, the original determination stands.

Lingvanex's decision on appeal is final and not subject to further internal review.

5.7 General Provisions

Good Faith Commitment: Lingvanex commits to conducting fraud investigations and quality reviews in good faith and based on reasonable evidence. Lingvanex will not arbitrarily terminate accounts or withhold commissions without legitimate cause. Affiliates commit to promoting Lingvanex products honestly, ethically, and in compliance with this Agreement. Both parties commit to resolving disputes through good faith communication before resorting to formal legal processes.

Updates to Fraud Prevention: Lingvanex reserves the right to update fraud detection methods, quality standards, and enforcement procedures at any time as necessary to protect the integrity of the Program. Material changes to fraud prevention policies shall be implemented and communicated in accordance with Section 8.1 of these Terms and Conditions. Continued participation in the Program after such changes become effective in accordance with Section 8.1 constitutes acceptance of the updated fraud prevention measures.

SECTION 6: ACCOUNT MANAGEMENT AND TERMINATION

6.1 Affiliate Account Responsibilities

Account Maintenance: Affiliates are responsible for maintaining accurate and current information in their affiliate account, including contact information, payment details, and promotional channel information.

Information Updates: Affiliates must keep their account information up to date within ten (10) business days of any changes. Payment information and tax identification information must be updated directly on the Tolt platform to ensure accurate and timely payouts. Any changes to email address, business name, or promotional websites or channels must be submitted to us at [email protected]. Failure to maintain current information may result in delayed payments, failed payment transfers, or account suspension.

Payment information must be updated through the Tolt affiliate dashboard in accordance with Section 3.4. If Affiliate fails to do so and a payment is unsuccessful, Section 3.10 shall apply.

Account Security: Affiliates are responsible for maintaining the security and confidentiality of their account login credentials. Affiliates must not share account access with others or allow unauthorized use of their affiliate account. Any activity conducted through an Affiliate's account will be considered the responsibility of that Affiliate.

Notification of Unauthorized Access: If an Affiliate becomes aware of any unauthorized access to or use of their account, they must notify Lingvanex immediately at [email protected]. Lingvanex is not responsible for losses resulting from unauthorized account access due to the Affiliate's failure to maintain account security.

6.2 Voluntary Termination by Affiliate

Right to Terminate: Affiliates may voluntarily terminate their participation in the Program at any time for any reason.

Termination Process: To terminate participation, Affiliate must:

• Send written notice to [email protected] stating intention to terminate.
• Include affiliate account ID and registered email address.
• Termination becomes effective upon Lingvanex's receipt and processing of the notice, typically within five (5) business days.

Effect of Voluntary Termination:

Immediate Effects: Upon voluntary termination, the affiliate account will be deactivated and the Affiliate will no longer be able to generate new referrals through affiliate links. Existing affiliate links will cease to track new activity.

Pending Commissions: Commissions earned prior to termination that have passed the 30-day hold period and meet the $50 minimum payout threshold will be paid according to the regular payment schedule. Commissions that have not yet passed the 30-day hold period will be held until the hold period expires, then paid if they meet the minimum threshold.

Commissions Below Minimum Threshold: If the Affiliate's commission balance at the time of voluntary termination is below the $50 minimum payout threshold, those commissions will be forfeited.

Recurring Commissions:

Recurring commissions for customers who remain active after the Affiliate's termination (e.g., monthly Document Translation subscriptions, ongoing API usage) will not continue to be credited to the Affiliate.

Return of Materials: Upon termination, Affiliate must cease all use of Lingvanex trademarks, logos, marketing materials, and promotional content. Affiliates must remove or clearly mark as outdated any promotional content that contains affiliate links or references to the Program and must cease representing any ongoing participation in the Program. Affiliate shall remove, disable, or clearly mark as outdated any promotional content containing affiliate links or references to the Program in accordance with Section 6.5.

6.3 Termination by Lingvanex Without Cause

Right to Terminate: Lingvanex reserves the right to terminate any affiliate account at any time with at least thirty (30) days' advance written notice.

Reasons for Termination Without Cause: Lingvanex may terminate an affiliate account without cause for business reasons including but not limited to: changes to the affiliate program structure, discontinuation of the Program, geographic restrictions, strategic business decisions, or low performance.

Notice Period: When terminating without cause, Lingvanex will provide at least thirty (30) days' advance written notice to the Affiliate, sent to the email address specified in the Affiliate's account on the Tolt platform, when reasonably practicable.

Effect of Termination Without Cause:

Pending Commissions: All commissions earned prior to termination that have passed the 30-day hold period and meet the $50 minimum payout threshold will be paid according to the regular payment schedule. Lingvanex may, at its sole discretion, waive the minimum threshold requirement for the final payment in cases of termination without cause.

Recurring Commissions: For customers who remain active after termination, recurring commissions will continue to be credited to the Affiliate for ninety (90) days following the termination date. After 90 days, recurring commissions will cease even if the customer remains active.

Return of Materials: Same requirements as described in Section 6.2 (voluntary termination).

6.4 Termination by Lingvanex for Cause

Grounds for Termination: Lingvanex may immediately terminate an affiliate account for cause, including but not limited to:

• Any material breach of this Agreement by the Affiliate, or any repeated breach of this Agreement that remains uncured where cure is reasonably possible.
• Engagement of the Affiliate in any prohibited promotional methods described in Section 4.8.
• Fraudulent activity of the Affiliate as described in Section 5.3.
• Failure of the Affiliate to comply with FTC disclosure requirements or other applicable laws.
• Due to the Affiliate’s false or misleading claims about Lingvanex products or services.
• Infringement of the Affiliate of intellectual property rights.
• Failure of the Affiliate to respond, within the applicable time period, to Lingvanex’s reasonable communications or requests for information relating to compliance, payment, fraud prevention, or program administration.
• If the Affiliate repeatedly generates low-quality traffic or abnormally high refund/chargeback rates.
• Any conduct of the Affiliate that materially damages, or is reasonably likely to materially damage, Lingvanex’s reputation, goodwill, or legitimate business interests.

Immediate Effect: Termination for cause is effective immediately upon notice. The affiliate account will be deactivated and all affiliate links will cease to function.

Forfeiture of Commissions: Upon termination for cause:

• All pending commissions, regardless of hold period status, will be forfeited.
• Lingvanex reserves the right to withhold any scheduled payments.
• Lingvanex may clawback previously paid commissions if the violation involved fraud or resulted in financial harm to Lingvanex, as described in Section 5.5.

No Recurring Commissions: Upon termination for cause, all future recurring commissions will cease immediately, even for customers who remain active.

Return of Materials: Same requirements as described in Section 6.2, with immediate effect.

6.5 Post-Termination Obligations

Continuing Obligations: The following obligations survive termination of this Agreement:

• Confidentiality obligations (if any).
• Indemnification obligations under Section 4.14.
• Payment obligations related to clawbacks or fraudulently obtained commissions.
• Obligations to cease use of Lingvanex trademarks and marketing materials.
• Any other obligations that by their nature should survive termination.

Removal of Promotional Content: Within thirty (30) days of termination, affiliates must remove, disable, or clearly mark as outdated any promotional content containing active affiliate links, or clearly mark such content as outdated with a notice that the affiliate relationship has ended. Content that remains unmarked or active following this request may be subject to further review under Lingvanex's trademark guidelines. Affiliate’s obligation under Section 6.2 to cease all use of Lingvanex trademarks, logos, marketing materials, and affiliate links takes effect immediately upon termination; this Section 6.5 provides only the period for completing the removal, disabling, or archival marking of existing content.

Data Retention: Lingvanex will retain affiliate account data and transaction records in accordance with its data retention policies and applicable legal requirements. Affiliates may request a final account statement showing all transactions and commission calculations within ninety (90) days of termination.

6.6 Reactivation and Re-enrollment

Voluntary Termination - Reactivation: Affiliates who voluntarily terminated their participation may request reactivation of their account by contacting [email protected]. Lingvanex will review reactivation requests on a case-by-case basis and may approve or deny reactivation at its sole discretion.

Reactivation Terms: If reactivation is approved:

• The Affiliate will be subject to the current version of the Terms and Conditions at the time of reactivation.
• Commission rates and program terms will be those in effect at the time of reactivation, which may differ from the original enrollment terms.
• Previous commission history may be retained for reference, but any forfeited commissions will not be reinstated.
• Lingvanex may impose additional monitoring or requirements for reactivated accounts.

Termination for Cause - No Re-enrollment: Affiliates terminated for cause, including fraud or serious policy violations, are permanently banned from the Program and are not eligible for reactivation or re-enrollment under any circumstances. Any attempt to re-enroll using different contact information or business names will result in immediate termination upon discovery.

Circumvention Prohibition: Affiliates terminated for cause must not attempt to circumvent the ban by:

• Creating new accounts under different names or email addresses.
• Using a different business entity or personal identity to re-enroll.
• Having a third party enroll on their behalf.
• Any other method designed to evade the termination.

Discovery of circumvention attempts may result in legal action and referral to fraud databases.

6.7 Program Discontinuation

Right to Discontinue: Lingvanex reserves the right to discontinue the Affiliate Program entirely at any time for any reason.

Notice of Discontinuation: If Lingvanex discontinues the Program, it will provide at least thirty (30) days' advance notice to all active Affiliates via email when reasonably practicable. Such advance notices shall contain the concrete termination date.

Effect of Program Discontinuation:

Final Enrollment Date: No new affiliate applications will be accepted after the announced discontinuation date. Existing Affiliates may continue to generate referrals during the notice period.

Final Commission Period: All referrals generated prior to the Program end date will be eligible for commission according to the standard terms. Commissions will be calculated and paid according to the regular schedule for all activity that occurred before the Program ended.

Final Payments: Lingvanex will make final commission payments according to the regular payment schedule for all earned commissions, subject to the standard 30-day hold period and minimum payout threshold. For final payments, Lingvanex will waive the $50 minimum threshold at its discretion to ensure all Affiliates receive their earned commissions. All the commissions will be paid within the ninety (90) day period after the Program termination.

Recurring Commissions After Discontinuation: If the Program is discontinued, recurring commissions for customers acquired before the discontinuation date will continue for ninety (90) days after the Program end date, after which all recurring commissions will cease.

6.8 Disputes Related to Termination

Dispute Resolution Process: If an Affiliate disputes a termination decision, they may request review by submitting a written dispute to [email protected] within thirty (30) days of receiving termination notice. The dispute must include a detailed explanation of why the termination was unjustified and any supporting evidence.

Review Process: Subject to the final paragraph of this Section 6.8, Lingvanex's senior management will review termination disputes within thirty (30) business days of receipt. The review will consider the original grounds for termination, any evidence provided by the Affiliate, and the overall circumstances.

Final Decision: Lingvanex's decision on termination disputes is final and binding. If the dispute is resolved in the Affiliate's favor, the account may be reactivated and withheld commissions may be released. If the dispute is denied, the termination stands and all consequences remain in effect.

Relationship with Section 5.6: Where a termination is based in whole or in part on alleged fraud, intentional violations, serious policy violations, or other conduct investigated under Section 5, any internal review or appeal of the underlying fraud or policy determination shall be governed exclusively by Section 5.6, and not by this Section 6.8. This Section 6.8 shall apply to termination disputes only to the extent they do not challenge a determination governed by Section 5.6.

Relationship with Section 6.3: Section 6.7 governs discontinuation of the Program as a whole, notwithstanding Section 6.3.

No Obligation to Review: Lingvanex is not obligated to review disputes for terminations that occurred more than thirty (30) days prior to the dispute submission, or for terminations involving fraud, intentional violations, or serious breaches of this Agreement.

For the avoidance of doubt, terminations based on alleged fraud, intentional violations, serious policy violations, or other conduct governed by Section 5 shall be subject only to the internal appeal process set forth in Section 5.6.

SECTION 7: CONFIDENTIALITY AND INTELLECTUAL PROPERTY

7.1 Confidential Information

Definition of Confidential Information: "Confidential Information" means any non-public information disclosed by Lingvanex to Affiliate in connection with the Affiliate Program, including but not limited to: affiliate program strategies, commission structures not publicly disclosed, proprietary marketing materials, customer data, business strategies, product roadmaps, technical information, financial information, and any other information marked as confidential or that would reasonably be considered confidential under the circumstances.

Exclusions from Confidential Information: Information is not considered Confidential Information if it: (a) is or becomes publicly available through no breach of this Agreement by Affiliate; (b) was rightfully known to Affiliate prior to disclosure by Lingvanex; (c) is rightfully received by Affiliate from a third party without breach of confidentiality obligations; or (d) is independently developed by Affiliate without use of or reference to Lingvanex's Confidential Information.

Confidentiality Obligations: Affiliate agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without Lingvanex's prior written consent; (c) use Confidential Information only for the purpose of participating in the Affiliate Program; and (d) protect Confidential Information with at least the same degree of care used to protect Affiliate's own confidential information, but in no event less than reasonable care.

Permitted Disclosures: Affiliate may disclose Confidential Information: (a) to employees, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; or (b) as required by law or court order, provided that Affiliate gives Lingvanex prompt written notice of such requirement and cooperates in any effort by Lingvanex to seek a protective order.

Duration: Confidentiality obligations survive termination of this Agreement and continue for three (3) years after termination, or for as long as the information remains confidential, whichever is longer.

7.2 Affiliate Data and Privacy

Collection of Affiliate Data: Lingvanex collects and processes information about Affiliates including contact information, payment information, tax information, performance data, and promotional channel information. This data is collected for the purposes of program administration, payment processing, fraud prevention, and compliance with legal obligations.

Use of Affiliate Data: Lingvanex will use Affiliate data only for: (a) managing the Affiliate Program; (b) processing commission payments; (c) communicating with Affiliates about the Program; (d) fraud detection and prevention; (e) compliance with legal and tax obligations; and (f) aggregate analytics and reporting (de-identified data only).

Processing of Affiliate personal data is also governed by Lingvanex’s Privacy Policy.

Data Protection: Lingvanex will implement reasonable security measures to protect Affiliate data from unauthorized access, use, or disclosure. However, Lingvanex cannot guarantee absolute security and is not liable for unauthorized access resulting from circumstances beyond its reasonable control.

Data Sharing: Lingvanex may share Affiliate data with: (a) Tolt (affiliate platform provider) for program administration; (b) payment processors for commission payments; (c) tax authorities as required by law; (d) professional advisors under confidentiality obligations; and (e) law enforcement or regulatory authorities when legally required.

Data Retention: Lingvanex will retain Affiliate data for as long as necessary to fulfill the purposes described above and to comply with legal and regulatory requirements, typically for at least seven (7) years after termination of the affiliate relationship for tax and accounting purposes.

Affiliate Rights: Affiliates have the right to: (a) access their personal data held by Lingvanex; (b) request correction of inaccurate data; (c) request deletion of data (subject to legal retention requirements); and (d) object to certain processing activities. Requests should be submitted to [email protected].

7.3 Lingvanex Intellectual Property Rights

Ownership: Lingvanex and its licensors own all right, title, and interest in and to: (a) the Lingvanex name, trademarks, logos, and brand elements; (b) all Lingvanex products and services; (c) all marketing materials provided to Affiliates; (d) the Lingvanex website and affiliate portal; (e) all software, technology, and systems used in the Affiliate Program; and (f) all intellectual property rights in any of the foregoing.

No Transfer of Rights: Nothing in this Agreement transfers any ownership rights in Lingvanex intellectual property to Affiliate. Affiliate receives only the limited license to use Lingvanex trademarks and marketing materials as expressly permitted in this Agreement.

License Grant to Affiliate: Lingvanex grants Affiliate a limited, non-exclusive, non-transferable, revocable license to use Lingvanex trademarks, logos, and approved marketing materials solely for the purpose of promoting Lingvanex products in accordance with this Agreement. This license automatically terminates upon termination of the affiliate relationship.

Restrictions on Use: Affiliate may not: (a) modify, alter, or create derivative works of Lingvanex intellectual property; (b) use Lingvanex intellectual property in any manner that implies endorsement, partnership, or affiliation beyond the affiliate relationship without written permission; (c) register or attempt to register any Lingvanex trademarks, domain names containing Lingvanex trademarks, or confusingly similar marks; (d) challenge or assist others in challenging Lingvanex's intellectual property rights; or (e) use Lingvanex intellectual property in any unlawful manner or in violation of this Agreement.

Quality Control: Affiliate agrees to maintain the quality and reputation associated with Lingvanex trademarks by using them only in accordance with Lingvanex's brand guidelines and this Agreement. Lingvanex reserves the right to review Affiliate's use of Lingvanex intellectual property and to require modifications or cessation of use that does not meet quality standards or comply with brand guidelines.

Enforcement: Affiliate must promptly notify Lingvanex of any: (a) unauthorized use of Lingvanex intellectual property that Affiliate becomes aware of; (b) claims by third parties that Affiliate's use of Lingvanex intellectual property infringes third-party rights; or (c) any other intellectual property issues related to the Program.

7.4 Affiliate-Created Content

Ownership of Affiliate Content: Affiliate retains ownership of all original content created by Affiliate for promotional purposes, including blog posts, videos, reviews, social media content, and other marketing materials ("Affiliate Content"), subject to the license granted below.

License Grant to Lingvanex: Affiliate grants Lingvanex a non-exclusive, worldwide, royalty-free, perpetual license to: (a) use, reproduce, and display Affiliate Content that features or references Lingvanex products for marketing and promotional purposes; (b) share or feature exemplary Affiliate Content in affiliate program materials, case studies, or promotional communications; and (c) create derivative works based on Affiliate Content for these purposes.

This license survives termination of the affiliate relationship for content created during participation in the Program.

Attribution: When Lingvanex uses Affiliate Content for promotional purposes, Lingvanex will make reasonable efforts to provide attribution to Affiliate, unless Affiliate requests otherwise or attribution is impractical under the circumstances.

Affiliate Warranties: By submitting or creating Affiliate Content, Affiliate warrants that: (a) Affiliate owns or has the necessary rights to the content; (b) the content does not infringe any third-party intellectual property rights; (c) the content complies with all applicable laws and this Agreement; and (d) Lingvanex's use of the content as licensed will not violate any third-party rights or applicable laws.

Removal of Content: Lingvanex reserves the right to request removal or modification of any Affiliate Content that: (a) violates this Agreement; (b) infringes third-party rights; (c) contains inaccurate or misleading information about Lingvanex products; or (d) damages or threatens to damage Lingvanex's reputation or business interests. Affiliate must comply with such requests within five (5) business days from the date of notification sent by Lingvanex.

7.5 Feedback and Suggestions

Voluntary Feedback: Affiliate may, but is not obligated to, provide Lingvanex with feedback, suggestions, ideas, or recommendations regarding the Affiliate Program, Lingvanex products, or related matters ("Feedback").

License to Feedback: To the extent Affiliate provides Feedback, Affiliate grants Lingvanex a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, implement, modify, and commercialize the Feedback in any manner Lingvanex deems appropriate, without any obligation to Affiliate. This includes the right to incorporate Feedback into Lingvanex products, services, or the Affiliate Program without compensation or attribution to Affiliate.

No Obligation: Lingvanex has no obligation to implement, consider, or respond to any Feedback provided by Affiliate.

No Confidential Feedback: Affiliate should not submit any information as Feedback that Affiliate considers confidential or proprietary. All Feedback is deemed non-confidential, and Lingvanex has no confidentiality obligations with respect to Feedback.

7.6 Third-Party Intellectual Property

Affiliate Responsibility: Affiliate is solely responsible for ensuring that all content, materials, and methods used in promoting Lingvanex products do not infringe the intellectual property rights of any third party. This includes images, videos, music, text, designs, and any other creative works used in Affiliate Content.

Prohibited Uses: Affiliate must not use in connection with the Affiliate Program: (a) copyrighted images, videos, or other content without proper license or permission; (b) third-party trademarks in a manner that suggests affiliation or endorsement without authorization; (c) plagiarized or copied content from other sources; or (d) any content that violates third-party intellectual property rights.

Indemnification for Third-Party Claims: Affiliate's indemnification obligations under Section 4.14 specifically include claims arising from Affiliate's infringement or alleged infringement of third-party intellectual property rights in connection with the Affiliate Program.

7.7 Digital Millennium Copyright Act (DMCA) and Similar Copyright Complaint Procedures.

Copyright Policy: Lingvanex respects intellectual property rights and expects Affiliates to do the same. Lingvanex will respond to valid notices of copyright infringement in accordance with the Digital Millennium Copyright Act (DMCA) where applicable and similar laws in other jurisdictions.

Reporting Copyright Infringement: If Lingvanex receives a valid DMCA notice or similar complaint alleging that Affiliate Content infringes third-party copyrights, Lingvanex may: (a) notify Affiliate of the claim; (b) request that Affiliate remove or modify the infringing content; (c) suspend Affiliate's account pending resolution; or (d) terminate Affiliate's account for repeat infringement.

Repeat Infringer Policy: Affiliates who are the subject of multiple valid copyright infringement claims may have their accounts terminated, regardless of whether the infringement was intentional.

7.8 Post-Termination IP Obligations

Disclaimer: This Section 7.8 supplements, and does not limit, the post-termination obligations set out in Section 6.

Cessation of Use: Upon termination of this Agreement for any reason, Affiliate must immediately: (a) cease all use of Lingvanex trademarks, logos, and brand elements; (b) remove Lingvanex trademarks from all promotional materials, websites, and social media profiles; (c) cease representing any affiliation with Lingvanex; and (d) stop using any marketing materials provided by Lingvanex.

Surviving Licenses: The following licenses survive termination: (a) Lingvanex's license to use Affiliate Content as described in Section 7.4; and (b) Lingvanex's license to Feedback as described in Section 7.5.

Affiliate Content Handling: Affiliate may choose to: (a) remove all Affiliate Content containing references to Lingvanex; or (b) add a clear notice to such content stating that the affiliate relationship has ended and the content may be outdated. Affiliate is not required to delete all historical content but must not create the impression of an ongoing affiliate relationship after termination.

For the avoidance of doubt, Affiliate’s handling of its own public content under Section 7.8 does not affect Lingvanex’s surviving license under Section 7.4.

Grace Period: Lingvanex may provide Affiliate with a reasonable grace period (typically 30 days) to remove Lingvanex trademarks and comply with post-termination obligations. Failure to comply within this period may result in legal action.

Any grace period provided by Lingvanex under this Section 7.8 shall apply only to the technical removal, disabling, or archival marking of existing content and materials, and shall not permit continued active use of Lingvanex trademarks, logos, brand elements, marketing materials, affiliate links, or any representation of an ongoing affiliation after termination.

SECTION 8: GENERAL LEGAL TERMS

8.1 Modification of Terms

Right to Modify: Lingvanex reserves the right to modify, amend, or update these Terms and Conditions at any time, at its reasonable discretion, with or without prior notice.

Notification of Changes: Material changes to these Terms and Conditions will be communicated to active Affiliates via:

• Email notification to the address associated with the affiliate account; and/or
• Posting of updated Terms and Conditions on the Lingvanex affiliate portal or website.

Where changes materially affect Affiliate rights or benefits, Lingvanex will aim to give at least 30 days' advance notice. For minor or routine updates, we'll communicate only what's necessary, keeping update emails intentional and infrequent.

Effective Date of Changes: Unless otherwise specified, modifications become effective upon posting of the updated Terms and Conditions or upon the date specified in the notification email, whichever is earlier.

Acceptance of Changes: Continued participation in the Affiliate Program after modifications become effective constitutes acceptance of the modified Terms and Conditions. If an Affiliate does not agree to the modified terms, the Affiliate's sole remedy is to terminate participation in the Program as described in Section 6.2.

Version Control: Updated Terms and Conditions will include a "Last Updated" date. Affiliates are responsible for reviewing the Terms and Conditions periodically to stay informed of any changes. Lingvanex is not obligated to provide individual notice of minor or non-material changes.

8.2 Assignment and Transfer

Affiliate Restrictions: Affiliates may not assign, transfer, delegate, or sublicense their rights or obligations under this Agreement without Lingvanex's prior written consent. Any attempted assignment without consent is void and may result in immediate termination of the affiliate account.

Prohibited Transfers: Specifically prohibited without Lingvanex prior written consent:

• Transfer of affiliate account to another person or entity.
• Sale of affiliate account or affiliate status.
• Assignment of commission rights to third parties.
• Delegation of promotional responsibilities to others not approved by Lingvanex.
• Merger or acquisition where affiliate business changes ownership.

Lingvanex Rights: Lingvanex may freely assign, transfer, or delegate its rights and obligations under this Agreement without notice or consent, including:

• In connection with a merger, acquisition, corporate reorganization, or sale of assets.
• To a subsidiary, parent company, or affiliated entity.
• To a successor entity that assumes Lingvanex's business operations.

In the event of such assignment, this Agreement remains binding on the Affiliate and enforceable by the assignee.

Account Sharing Prohibition: Affiliates may not share account access credentials or allow others to use their affiliate account. Each affiliate account is personal to the registered Affiliate and non-transferable.

8.3 Relationship of the Parties

Independent Contractor Status: Affiliate is an independent contractor and is not an employee, agent, partner, joint venturer, or legal representative of Lingvanex or NordicWise Limited. Nothing in this Agreement creates an employment relationship, agency relationship, partnership, or joint venture between the parties.

No Authority to Bind: Affiliate has no authority to:

• Make commitments, representations, or warranties on behalf of Lingvanex.
• Enter into contracts or agreements binding Lingvanex.
• Incur obligations or liabilities on behalf of Lingvanex.
• Hold themselves out as an agent or representative of Lingvanex beyond the affiliate relationship.
• Make statements suggesting they are authorized to speak on behalf of Lingvanex.

Affiliate Responsibilities: As an independent contractor, Affiliate is solely responsible for:

• Determining the method, manner, and means of promoting Lingvanex products.
• Paying all applicable taxes on commission income.
• Obtaining any necessary business licenses or permits.
• Complying with all applicable laws and regulations.
• Providing and maintaining equipment, software, and internet access needed for participation.
• Any business expenses related to promotional activities.

No Benefits: Affiliate is not entitled to any employee benefits including but not limited to: health insurance, retirement benefits, paid time off, unemployment benefits, workers' compensation, or any other benefits provided to Lingvanex employees.

Tax Obligations: Affiliate acknowledges that Lingvanex will not withhold taxes from commission payments. Affiliate is solely responsible for reporting commission income and paying all applicable taxes, including income tax, self-employment tax, and any other taxes required by law. Lingvanex may issue tax forms (such as Form 1099 in the United States or equivalent forms in other jurisdictions) as required by law.

8.4 Entire Agreement

Complete Agreement: These Terms and Conditions, together with any documents expressly incorporated by reference (including the Privacy Policy), constitute the entire agreement between Lingvanex and Affiliate regarding participation in the Affiliate Program and supersede all prior or contemporaneous agreements, understandings, negotiations, representations, or communications, whether written or oral, relating to the subject matter hereof.

No Reliance on Other Statements: Affiliate acknowledges that they have not relied on any representations, promises, statements, or inducements made by Lingvanex or its representatives that are not expressly set forth in this Agreement. Any statements made in marketing materials, emails, phone calls, or other communications that are not expressly incorporated into this Agreement are not binding.

Modifications Must Be Written: Except for modifications made in accordance with Section 8.1, no modification, amendment, or waiver of any provision of this Agreement is valid unless in writing and signed by an authorized representative of Lingvanex. Email communications may constitute written modifications if sent by an authorized representative and explicitly state the intention to modify this Agreement.

Conflicting Terms: In the event of any conflict between these Terms and Conditions and any other document, these Terms and Conditions shall control unless the other document expressly states that it supersedes these Terms and Conditions.

8.5 Severability

Invalid Provisions: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

Reformation: If any provision is held invalid or unenforceable, the court shall reform such provision to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties. If reformation is not possible, the provision shall be severed as described above.

No Wholesale Invalidation: The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision of this Agreement. The parties intend that each provision be enforceable to the fullest extent permitted by applicable law.

8.6 Waiver

No Waiver by Inaction: No failure or delay by Lingvanex in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Specific Waiver Required: Any waiver of any provision of this Agreement must be in writing and signed by an authorized representative of Lingvanex. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default of the same or any other provision.

Cumulative Rights: All rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law or equity.

8.7 Governing Law and Jurisdiction

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Cyprus, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.

Exclusive Jurisdiction: Except as expressly provided in Section 3.8 for the disputes exceeding five thousand US dollars ($5,000), any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be subject to the exclusive jurisdiction of the courts of Cyprus. Both parties irrevocably submit to the exclusive jurisdiction of such courts and waive any objection to venue or inconvenient forum.

Waiver of Jury Trial: To the extent permitted by applicable law, both parties waive any right to trial by jury in any legal proceeding arising out of or relating to this Agreement.

Legal Fees: In any legal action or proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, and other expenses from the non-prevailing party, to the extent permitted by applicable law.

Compliance with Local Law: Affiliates are responsible for ensuring their participation in the Affiliate Program complies with all applicable laws in their jurisdiction, including but not limited to tax laws, advertising regulations, consumer protection laws, and data protection laws. Lingvanex makes no representation that the Affiliate Program is appropriate or available for use in all jurisdictions.

8.8 Force Majeure

Excused Performance: Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to:

• Acts of God (earthquakes, floods, storms, natural disasters).
• War, terrorism, civil unrest, or armed conflict.
• Government actions, laws, regulations, or orders.
• Epidemics, pandemics, or public health emergencies.
• Labor disputes, strikes, or lockouts (not involving the party's own employees).
• Failures of internet, telecommunications, or utility services.
• Cyber attacks, hacking, or denial of service attacks.
• Failures of third-party service providers or systems.
• Any other cause beyond the reasonable control of the affected party.

Notification Requirement: The party affected by a force majeure event must promptly notify the other party of the event and its expected duration, and must make reasonable efforts to mitigate the effects of the event and resume performance as soon as practicable.

Termination for Extended Force Majeure: If a force majeure event prevents performance for more than ninety (90) consecutive days, either party may terminate this Agreement upon written notice to the other party without liability, except for obligations that accrued prior to termination.

Payment Obligations: Force majeure does not excuse payment obligations except where, and only to the extent that, the payment of earned Commissions is prevented, delayed, or made impracticable by the force majeure event or its direct consequences, including disruption of banking systems, payment processors, telecommunications, governmental restrictions, sanctions, or other required payment infrastructure. In such circumstances, Lingvanex’s obligation to pay earned Commissions shall be suspended until the force majeure event ceases and payment can be made through reasonably available means.

8.9 Notices

Method of Notice: All notices, requests, demands, and other communications required or permitted under this Agreement must be in writing and shall be deemed given when:

• Delivered personally to the recipient.
• Sent by email to the email address associated with the affiliate account (for notices to Affiliate) or to [email protected] (for notices to Lingvanex), provided that a confirmation of receipt is obtained.
• Sent by certified or registered mail, return receipt requested, to the address on record.
• Delivered by internationally recognized courier service (e.g., DHL, FedEx, UPS) to the address on record.

Addresses:

For Lingvanex: NordicWise Limited

Attn: Veronica Slesarchik

Email: [email protected]

52 1st April, 7600 Athienou, Larnaca, Cyprus.

For Affiliate: The email address and physical address (if provided) associated with the affiliate account.

Responsibility to Update Contact Information: Affiliates are responsible for maintaining current and accurate contact information in their affiliate account. Lingvanex is not responsible for failed delivery of notices sent to outdated contact information.

Email as Acceptable Notice: Both parties agree that email constitutes acceptable written notice for all purposes under this Agreement, provided that the sending party retains evidence of transmission and delivery.

Notices under Section 3.5 are governed by Section 3.5 itself.

Notices under Section 8.1 are governed by Section 8.1 itself.

8.10 Survival of Terms

Provisions That Survive Termination: The following provisions survive termination or expiration of this Agreement:

• Sections 2.3 Desktop Translator Commission, 2.4 Document Translation Service Commission, 2.5 Cloud API Translation Commission, 2.6 Slack Bot Translator Commission (for commissions earned prior to termination that exceed $50). Section 4.14: Removal or Modification Requests. Indemnification.
• Section 6.5: Post-Termination Obligations.
• Section 7.1: Confidentiality (for three years post-termination).
• Section 7.2: Affiliate Data and Privacy (to extent required for legal compliance).
• Section 7.3: Lingvanex Intellectual Property Rights.
• Section 7.4: License Grant to Lingvanex (for Affiliate Content).
• Section 7.5: License to Feedback.
• Section 7.6: Third-Party Intellectual Property (indemnification obligations).
• Section 7.8: Post-Termination IP Obligations.
• Section 8.3: Relationship of the Parties (tax obligations).
• Section 8.4: Entire Agreement.
• Section 8.5: Severability.
• Section 8.7: Governing Law and Jurisdiction.
• This Section 8.10: Survival of Terms.

Ongoing Obligations: Any obligation that by its nature should survive termination shall survive, including but not limited to payment obligations, indemnification obligations, confidentiality obligations, intellectual property rights, and any other provisions necessary to give effect to the intent of the parties.

8.11 Counterparts and Electronic Signatures

Electronic Acceptance: This Agreement may be accepted electronically by checking a box, clicking an "I Agree" button, or similar electronic means during the affiliate application process. Electronic acceptance constitutes a binding agreement with the same legal effect as a handwritten signature.

Multiple Copies: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Electronic Records: Both parties consent to the use of electronic records and signatures. Lingvanex may maintain records of this Agreement and all related communications in electronic form, and such electronic records shall be admissible as evidence to the same extent as paper records.

8.12 Language

English Language Controls: This Agreement is written in English. If this Agreement is translated into any other language, the English language version shall control in the event of any conflict or ambiguity between versions.

Affiliate Acknowledgment: Affiliate acknowledges that they have read and understood this Agreement in English or have had it translated and explained to them in a language they understand. Affiliate accepts responsibility for any misunderstanding resulting from translation.

8.13 Interpretation

Headings: Section and subsection headings are for convenience only and shall not affect the interpretation of this Agreement.

Singular and Plural: Unless the context requires otherwise, words in the singular include the plural and words in the plural include the singular.

Including: The word "including" and similar terms shall be deemed to mean "including without limitation."

Business Days: References to "days" mean calendar days unless "business days" is specifically stated. Business days exclude Saturdays, Sundays, and public holidays in Cyprus.

Currency: All references to monetary amounts are in United States Dollars (USD) unless otherwise specified.

8.14 No Third-Party Beneficiaries

Limited to Parties: This Agreement is for the sole benefit of Lingvanex (NordicWise Limited) and Affiliate, and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

No Third-Party Rights: No third party, including but not limited to customers referred by Affiliate, shall have any rights under this Agreement or be entitled to enforce any provision of this Agreement.

8.15 Contact Information and Questions

General Inquiries: For questions about the Affiliate Program, commission payments, or these Terms and Conditions, please contact:

Email: [email protected]

Response Time: Lingvanex will make reasonable efforts to respond to inquiries within five (5) business days.

Technical Support: For technical issues with affiliate links, tracking, or the affiliate portal, please contact the same email address and include detailed information about the issue, including screenshots if applicable.

Legal Notices: For legal notices or formal communications, see Section 8.9 (Notices) for proper delivery methods.