Affiliate Program Terms

These Affiliate Program Terms (the “Agreement”) govern your participation in the affiliate program (the “Program”) for AltSpeak (“the Service”), operated by Genesis Vanguard Pty Ltd (ABN 95683567556, trading as Torpenhow Technologies, “the Company”, “we”, “us”, “our”). They form a legally binding agreement between you (the “Affiliate”, “you”, “your”) and the Company.

This Agreement incorporates by reference, and is read together with, the customer Terms of Service and the Privacy Policy. Where this Agreement conflicts with those documents on a matter specific to the Program, this Agreement controls for the Program.

1. Acceptance and Eligibility

By applying to, enrolling in, or participating in the Program, or by clicking to accept this Agreement, you agree to be bound by it. If you do not agree, you must not participate in the Program.

• Legal capacity: you must be at least 18 years of age and have the legal capacity to enter into a binding agreement. If you participate on behalf of an entity, you represent that you are authorised to bind that entity.
• Account in good standing: you must hold an AltSpeak account in good standing and remain compliant with the customer Terms of Service throughout your participation.
• Incorporated terms: you acknowledge that the customer Terms of Service and Privacy Policy are incorporated into this Agreement by reference and that you have read and agree to them.

2. Enrollment and Approval

To join the Program, you must submit an application through the enrollment process we make available. Applications may be approved automatically and instantly. Approval does not waive any of our rights under this Agreement.

• Discretionary review: notwithstanding any automatic approval, the Company may re-evaluate, reject, suspend, or revoke any application or affiliate account at its sole discretion, at any time, with or without cause.
• Accurate payout information: you must provide accurate payout and contact information and keep it current. We are not responsible for commissions misdirected or delayed because of outdated or inaccurate information you provided.

3. Relationship of the Parties

You and the Company are independent contractors. Nothing in this Agreement creates any employment, agency, partnership, joint venture, or franchise relationship between the parties.

You have no authority to make or accept any offers or representations on our behalf, to incur any obligation or liability on our behalf, or to otherwise bind the Company in any way. You will not make any statement, whether on your site or otherwise, that contradicts or conflicts with this section.

4. Licence to Use Brand Assets

Subject to your continued compliance with this Agreement, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to use the AltSpeak name, logo, wordmark, and approved promotional materials (the “Brand Assets”) solely to promote the Service in accordance with this Agreement. This licence applies only while your affiliate account is in good standing.

You must follow our brand guidelines. In particular, you agree that:

• Wordmark integrity: the AltSpeak wordmark renders “Alt” in cyan (#70CFEC) and “Speak” in off-white. You must not recolour, distort, redraw, or otherwise alter the Brand Assets, and you must not fabricate, approximate, or create your own version of any logo or icon.
• No implied partnership: you must not state or imply that you are an official partner, agent, employee, reseller, or representative of the Company, or that the Company endorses you beyond your participation in the Program.
• No brand-term bidding: you must not bid on, purchase, or use the Company’s brand terms, trade marks, or confusingly similar variations in paid search or other paid advertising.
• No confusingly similar identifiers: you must not register or use domain names, social handles, application names, or business names that are identical or confusingly similar to the Company’s marks.

5. Commissions

The Company will pay you a commission calculated as a percentage of the Net Sale value of each Qualified Referral. The applicable commission rate and structure are set out in Exhibit A: Commission Schedule, which the Company may update from time to time on notice as described in this Agreement.

5.1 Definitions

• Net Sale: the amount actually paid by a referred customer for the Service, net of taxes, refunds, chargebacks, discounts, credits, and payment-processor fees.
• Qualified Referral: a new customer who is not an existing or returning customer, who makes a purchase through your unique referral link (the “Referral Link”) within the attribution window, and whose payment clears and survives the applicable holding period.

5.2 What earns commission

• Subscriptions: recurring commission is earned on qualifying subscription payments for up to the commission window stated in Exhibit A, subject to the rate in Exhibit A.
• One-time packs: commission is earned on each qualifying one-time credit pack purchase made by a referred customer.
• Billing rails: commissions apply across the Company’s billing rails, including card, PayPal, India INR packs, and crypto / USDT packs, except as excluded below.

5.3 Exclusions

No commission is earned on, and the following do not qualify:

• self-referrals, and purchases by the Affiliate’s own accounts or accounts the Affiliate owns, operates, or controls;
• free-tier signups, trial activity, promotional credits, and any unpaid credits;
• transactions that are refunded, charged back, reversed, or found to be fraudulent.

5.4 Attribution and rate changes

Attribution is determined on a last-click basis. Where more than one affiliate could be credited, the most recent qualifying Referral Link click before purchase governs. The Company may change commission rates and structures prospectively on notice; commissions already validly earned before the effective date of a change are not affected.

6. Tracking and Attribution

Referrals are tracked through your Referral Link and the associated tracking cookie. The attribution window is set out in Exhibit A and is, by default, a 90-day cookie window from the referred user’s first qualifying click.

• Authoritative records: the Company’s tracking and reporting records are the authoritative basis for determining referrals, attribution, and commissions, absent manifest error.
• Tracking limitations: the Company does not guarantee that every referral will be tracked. Referrals may be lost to ad blockers, cookie rejection or clearing, cross-device or cross-browser gaps, in-app browsers, and similar factors outside our reasonable control, and no commission is payable on referrals that are not tracked.

Our handling of data associated with tracking is described in the Privacy Policy.

7. Payment Terms

• Schedule: the Company pays validated, payable commissions on a monthly schedule, on a fixed day each month as set out in Exhibit A.
• Holding period: commissions are subject to a holding period before they become payable, to allow for refunds, chargebacks, and fraud review. Commissions become payable only after the holding period and only if the underlying transaction has not been refunded, reversed, or flagged.
• Minimum payout threshold: commissions are paid only once your payable balance reaches the minimum payout threshold in Exhibit A. Balances below the threshold roll forward to the next payment cycle until the threshold is met.
• Payout methods and fees: payouts are made by USDT (TRC-20), PayPal, Wise, or bank transfer, as available. You bear all transfer, processing, and foreign-exchange fees associated with receiving your payout.
• Basis of calculation: commissions are calculated on Net Sale. The Company’s records are authoritative for the amount of each commission.
• Dormant or closed accounts: where an affiliate account is closed, or remains inactive with an unclaimed balance for an extended period, any unpaid balance below the minimum payout threshold may be forfeited to the extent permitted by applicable law.

8. Refunds, Chargebacks and Clawback

Commission is earned only on sales that are completed and remain final. If a sale on which a commission was credited or paid is later refunded, charged back, disputed, reversed, or found to be fraudulent, the related commission is reversed.

• Deduction: reversed commissions are deducted from your current or future commission balances.
• Invoice: if your balance is insufficient to cover a reversal, the Company may invoice you for the amount, which you agree to pay.
• Audit: the Company reserves the right to audit referral activity and to withhold or reverse commissions where it reasonably suspects fraud, manipulation, or a violation of this Agreement.

9. Tax

You are solely responsible for determining, reporting, and paying all taxes, levies, and duties arising from commissions you earn under this Agreement. The Company does not withhold tax on your behalf except where required by law and provides no employee benefits of any kind.

• Tax information: you must provide the tax information, identifiers, and forms that the Company reasonably requires. The Company may withhold payment until you provide them, and may withhold or deduct amounts from payouts where required by applicable law.
• GST: if you are registered or required to be registered for goods and services tax in your jurisdiction, you are responsible for accounting for any such tax on amounts you receive, and any required tax documentation is your responsibility.

10. Prohibited Conduct

The following conduct is expressly prohibited. Engaging in any of it is a material breach of this Agreement:

• Spam: sending unsolicited messages, bulk email, or other communications in violation of applicable anti-spam law to promote the Service.
• Tracking fraud: cookie stuffing, forced or automatic clicks, iframe or postback manipulation, typosquatting, self-referrals, and the creation of fake or duplicate accounts.
• Brand-term bidding: bidding on the Company’s brand terms, trade marks, or confusingly similar variations in paid search or other paid advertising.
• Misleading claims: making false, misleading, or unsubstantiated claims about the Service, its pricing, its voices, or the results it produces, including fabricated comparisons to competitors or overstated voice counts or quality.
• Incentivised or fake engagement: offering incentives for clicks, posting fake reviews or testimonials, or otherwise artificially inflating referral activity.
• Unlawful or harmful placement: promoting the Service on sites or channels that are illegal, adult, hateful, defamatory, infringing, or otherwise objectionable.
• Coupon and deal-site abuse: misusing coupon, deal, or cashback sites to harvest commissions on demand the Company would have captured directly.
• Impersonation: impersonating the Company, its staff, or its official channels.

11. Disclosure and Advertising Compliance

You must clearly and conspicuously disclose your affiliate relationship with the Company on all promotions, and you must comply with all applicable advertising, endorsement, and consumer-protection laws and clearly disclose your affiliate relationship. The specific disclosure regimes that apply in common target markets are listed for reference in Exhibit B: Disclosure Regimes; you remain responsible for compliance in every jurisdiction in which you promote the Service.

All claims you make about the Service must be honest, accurate, and capable of substantiation. Failure to disclose, or non-compliant advertising, is a material breach that may trigger withholding of commissions and termination of your participation.

12. Confidentiality

In connection with the Program you may receive non-public information of the Company, including commission structures, unreleased features, internal metrics, and other information that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). You must not use or disclose Confidential Information except as necessary to perform under this Agreement.

This obligation survives for three (3) years after termination of this Agreement. It does not apply to information that is or becomes public through no fault of yours, that you already lawfully held without a duty of confidence, that you lawfully receive from a third party without restriction, or that you are required to disclose by law (provided you give reasonable advance notice where permitted).

13. Intellectual Property

The Service and all Brand Assets, including their design, code, features, branding, and documentation, are and remain the property of the Company. Other than the limited Brand Asset licence in Section 4, this Agreement grants you no right, title, or interest in the Company’s intellectual property.

All goodwill arising from your use of the Brand Assets inures solely to the benefit of the Company.

14. Disclaimers and Limitation of Liability

To the maximum extent permitted by applicable law, including the Australian Consumer Law:

• The Program is provided on an “as is” and “as available” basis without warranties of any kind, whether express or implied.
• The Company does not guarantee any level of earnings, traffic, conversions, or uninterrupted or error-free tracking, and makes no representation that the Program will produce any particular result.
• In no event shall Genesis Vanguard Pty Ltd, its directors, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to the Program.
• Our total aggregate liability for any claims arising from or related to the Program is limited to the total amount of commissions paid to you in the 12 months preceding the claim.

15. Indemnity

You agree to indemnify, defend, and hold harmless the Company and its directors, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• your promotions, content, websites, or channels;
• your breach of this Agreement;
• your violation of any law, including anti-spam and advertising disclosure rules;
• your misuse of the Brand Assets; and
• any false, misleading, or unsubstantiated representation you make about the Service.

This indemnity is limited to claims arising from your own acts or omissions.

16. Term and Termination

16.1 Term and termination for convenience

This Agreement begins when you are enrolled in the Program and continues until terminated. Either party may terminate this Agreement for convenience at any time on written notice.

16.2 Termination for cause

The Company may suspend or terminate your participation immediately, with or without notice, if it reasonably believes you have breached this Agreement, engaged in fraud, or otherwise violated its terms.

16.3 Effect of termination

On termination, the Brand Asset licence ends and you must immediately cease all promotion of the Service and all use of the Brand Assets. Commissions that are accrued, validated, and above the minimum payout threshold at termination are paid after the standard holding period, subject to the clawback provisions of Section 8. Termination for cause, fraud, or material violation of this Agreement forfeits all unpaid commissions.

16.4 Survival

Sections concerning confidentiality, intellectual property, indemnity, the limitation of liability, governing law, and any accrued payment and clawback obligations survive termination of this Agreement.

17. Changes to These Terms

The Company may modify this Agreement, including commission rates and attribution windows, from time to time. For material changes, we will provide at least 30 days’ notice via email to the address associated with your affiliate account or through a notification within the Service.

Changes apply prospectively. Commissions already validly earned before the effective date of a change are protected. The “Last updated” date at the top of this page reflects the most recent revision. Continued participation in the Program after the effective date of any changes constitutes your acceptance of the revised Agreement.

18. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia. Any disputes arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of New South Wales, Australia.

Before initiating formal proceedings, you agree to make a good-faith effort to resolve any dispute by contacting us at [email protected]. We will attempt to resolve the matter within 30 days of receiving your written notice.

19. General

• Entire agreement: this Agreement, together with the documents it incorporates by reference, is the entire agreement between the parties regarding the Program and supersedes any prior understanding on the subject.
• Assignment: you may not assign or transfer this Agreement without our prior written consent. The Company may assign this Agreement, including in connection with a sale, merger, or transfer of its business or assets.
• Severability: if any provision is found to be unenforceable, the remaining provisions continue in full force, and the unenforceable provision is modified to the minimum extent necessary to make it enforceable.
• No waiver: our failure to enforce any provision is not a waiver of our right to enforce it later.
• Notices: notices to the Company must be sent to [email protected]. Notices to you may be sent to the email address registered with your affiliate account.
• Force majeure: neither party is liable for delay or failure to perform caused by events beyond its reasonable control.

20. Contact

For questions about these Affiliate Program Terms, please contact:

Exhibit A: Commission Schedule

This schedule sets the commercial terms of the Program. The Company may update it from time to time on notice as described in Section 17.

Exhibit B: Disclosure Regimes

The following advertising, endorsement, and consumer-protection regimes commonly apply where the Service is promoted. This list is for reference only and is not exhaustive; you remain responsible for compliance in every jurisdiction in which you promote the Service.