Titleman Affiliate Program

1.1. "Program" means the Titleman Affiliate Program operated by the Company.

1.2. "Site" means the Titleman website at https://titleman.ai and related sub-domains.

1.3. "Platform" means any partner-management platform or third-party payment provider that the Company designates from time to time to operate the Program, track referrals and process payouts (which currently includes PartnerStack). The Company may add, change or replace such providers at its discretion.

1.4. "Affiliate Link" means the unique tracking link or code provided to the Affiliate through the Platform.

1.5. "Referred Customer" means a new customer who first accesses the Site through the Affiliate Link and who completes a first paid subscription to the Titleman platform, and who was not an existing customer of, or already in active sales discussions with, the Company at the time of the referral.

1.6. "Qualified Referral" means a Referred Customer whose first paid transaction has been completed, retained and not refunded, as further described in Section 3.

1.7. "Net Revenue" means the subscription fees actually received and retained by the Company from a Referred Customer, excluding taxes, and after deduction of refunds, chargebacks, credits and payment-processing fees.

1.8. "Commission" means the fee payable to the Affiliate calculated in accordance with Section 3.

1.9. "Program Materials" means the logos, banners, marketing assets, guidelines and other resources made available to the Affiliate through the Platform.

2.1. To participate, you must complete the registration process on the Platform, provide accurate information and a valid payment method, and accept this Agreement. The Program is open to all applicants; however, the Company may accept or reject any application, and may re-evaluate, suspend or terminate any participation, at its discretion.

2.2. You must be at least 18 years of age and legally able to enter into this Agreement. You are responsible for ensuring that your participation complies with all laws applicable to you, including in your country of residence.

2.3. You must provide valid tax and payment information as required by the Platform and the Payment Processor before any Commission can be paid. You are solely responsible for all taxes arising from Commissions paid to you.

3.1. Commission rate. Subject to this Agreement, the Company will pay the Affiliate a Commission equal to 25% of the Net Revenue generated by each Qualified Referral.

3.2. Lifetime recurring Commission. The Commission is paid on a recurring basis for as long as the Referred Customer remains an active, paying customer of the Titleman platform. There is no fixed expiry period and no status or tier qualification is required.

3.3. Rate lock. The Commission rate applicable to a Qualified Referral is fixed at the rate in effect on the date of that referral and will not change for that Referred Customer. Any change to the Commission rate applies only to referrals made after the change takes effect. The Company will give the Affiliate at least ten (10) days' prior notice of any reduction in the Commission rate.

3.4. Attribution. A referral is attributed to the last Affiliate Link clicked by the customer before the qualifying transaction, provided the transaction occurs within ninety (90) days of that click. Clicks are valid for 90 days; transactions completed after that period do not generate a Commission.

3.5. Qualified Referral. A referral becomes a Qualified Referral only when the Referred Customer's first paid transaction has been completed and a refund period of thirty (30) days has passed without a refund, chargeback or cancellation. Referrals from customers who are not new, or who were already in contact with the Company, are not eligible.

3.6. Refunds and adjustments. No Commission is payable on refunded, cancelled, charged-back or fraudulent transactions. Refunds and chargebacks are deducted from Net Revenue. If a Commission has already been paid in respect of an amount that is later refunded or charged back, the corresponding amount will be offset against the Affiliate's future Commissions.

3.7. Verification. All referrals, Net Revenue and Commissions are subject to verification and approval by the Company. The Company may withhold or cancel any Commission that it reasonably determines results from fraud, abuse or breach of this Agreement.

3.8. Fraud prevention. "Fraud" includes clicks, signups or transactions generated by bots or automated means, the use of stolen or invalid payment details, self-referral, the artificial inflation of referrals or Commissions, and any other deceptive or bad-faith activity. If the Company suspects fraud, abuse or any breach of this Agreement, it may, at its discretion, delay or withhold payment while it investigates, disable the Affiliate Link and any tracking assigned to the Affiliate, cancel affected Commissions, and suspend or terminate the Affiliate's participation. The Company may also recover any Commission already paid that is later determined to have resulted from fraud or abuse.

4.1. Commissions are calculated and made available on a monthly basis, through the Platform or another payment method or provider designated by the Company, following the relevant Net Revenue being received and retained by the Company, subject to the verification and refund periods described in Section 3. The Company may use one or more platforms or payment providers and may change them from time to time.

4.2. There is no minimum payout threshold. Approved Commissions are available for withdrawal in accordance with the Platform's standard payout schedule and methods (for example, bank transfer, PayPal or Stripe).

4.3. Payments may be processed by the Payment Processor. Your use of the Platform and any payment method is subject to their own terms, which are separate from this Agreement.

4.4. The Affiliate must maintain accurate and current payment and tax information. The Company is not responsible for payments delayed or lost due to inaccurate or out-of-date information provided by the Affiliate.

4.5. Tax withholding. The Affiliate is responsible for all taxes payable on Commissions paid to it. Where the Company or the Payment Processor is required by applicable law to withhold or deduct any tax, levy or charge from a payment, it may do so, and any amount properly withheld will be treated as having been paid to the Affiliate.

5.1. Advertising channels. The Affiliate may promote the Titleman platform through any lawful marketing channel of its choice, including paid advertising, content, email and social media. However, the Company may, at any time and at its discretion, by written notice (including through the Platform), require the Affiliate to modify, suspend or permanently cease the use of any specific channel, campaign, placement or promotional method. The Affiliate must comply promptly with any such request, and continued use after notice is a breach of this Agreement.

5.2. Restrictions. By participating in the Program, you agree that you will not:

• Self-refer. Commissions are payable only for genuine referrals of other persons. You may not earn a Commission on purchases made by you, your employees, agents, contractors, or any entity you own or control.
• Bid on the Company's brand terms. You may not bid on, purchase or target paid-search or paid-social keywords containing "Titleman", "titleman.ai", or any variation, misspelling or brand-related phrase, on Google, Bing, Meta or any other network. The Company operates a strict no-tolerance policy on brand-keyword bidding.
• Make misleading or guaranteed claims. You may not make false, misleading or unsupported statements about the Company or the Titleman platform. In particular, you may not give any guarantee or assurance regarding the accuracy of property valuations, investment returns, financial outcomes or regulatory compliance, and you must not present the platform as financial, investment or legal advice.
• Impersonate the Company. You may not create websites, domains, sub-domains, social-media accounts or advertising that copy, mimic or could be mistaken for official Company properties, or that imply an endorsement, partnership or relationship beyond that of an independent affiliate.
• Manipulate tracking. You may not engage in cookie stuffing, cloaking, forced clicks, pop-ups, false or misleading links, or any practice that masks or falsifies the origin of a click.
• Send spam or unsolicited messages. You may not promote the Program through unsolicited bulk email or SMS/text messaging, and any email marketing must comply with applicable anti-spam laws.
• Promote on unsuitable content. You may not promote the Program on, or alongside, websites, channels or content that are unlawful or that contain or promote adult or sexual content, violence, gambling, hate speech, discrimination, or other harmful or illegal material.
• Use sub-affiliate networks without consent. You may not promote the Program through a sub-affiliate network or third party without the Company's prior written consent; where consent is given, you remain responsible for that third party's compliance with this Agreement.
• Offer unauthorized incentives. You may not offer cashback, rebates, coupons, discounts or any rebate of your Commission to customers unless expressly authorized by the Company in writing.

5.3. Disclosure. Where it is not otherwise clear, you must clearly and prominently disclose that your links are promotional and that you receive a commission (for example, "I earn a commission for purchases made through this link"), in accordance with applicable advertising and consumer-protection rules.

5.4. Remedies. A breach of this Section 5 may result in withholding or cancellation of Commissions and immediate suspension or termination of your participation, in addition to any other remedy available to the Company.

6.1. The Company grants the Affiliate a limited, worldwide, non-exclusive, non-transferable, non-sub-licensable and revocable licence to use the Company's logos, trademarks and Program Materials solely to promote the Titleman platform in connection with the Program.

6.2. The Affiliate may use only the Program Materials made available by the Company, without alteration, and must comply with any brand guidelines provided. The Company may revoke this licence or require the Affiliate to modify or cease any use of its marks at any time. All goodwill arising from such use accrues to the Company.

7.1. Each party may receive non-public business, technical or financial information of the other party ("Confidential Information"). The Affiliate will keep the Company's Confidential Information confidential, use it only to perform under this Agreement, and protect it with at least reasonable care. This obligation does not apply to information that is or becomes public through no fault of the Affiliate. The Affiliate's confidentiality obligations continue for five (5) years after the termination of this Agreement.

8.1. Each party acts as an independent data controller in respect of the personal data it processes in connection with the Program, and each is responsible for its own compliance with all applicable data-protection and privacy laws, including the data-protection laws of the United Arab Emirates and any other laws applicable to it.

8.2. The Affiliate warrants that any personal data of prospects or leads that it collects and transfers to the Company has been collected lawfully, fairly and transparently, and that the Affiliate has provided all required notices and obtained all consents required for the Company to process that data.

8.3. The Affiliate will implement appropriate technical and organizational measures to protect personal data against loss, misuse and unauthorized access, will not collect personal data by unlawful or automated means, and will promptly notify the Company of any data breach affecting personal data shared with, or relating to, the Company.

9.1. During the term of this Agreement and for six (6) months after its termination, the Affiliate will not knowingly solicit, divert or encourage any Referred Customer to move to, or purchase competing products or services from, a competitor of the Company. This does not prevent the Affiliate from working with other vendors generally, provided the Affiliate complies with its other obligations under this Agreement.

10.1. This Agreement takes effect on the Effective Date and continues until terminated.

10.2. Termination for convenience. Either party may terminate this Agreement for any reason on ten (10) days' prior notice to the other party, which may be given by email or through the Platform.

10.3. Termination for breach. The Company may terminate this Agreement and the Affiliate's participation immediately, without notice, if the Affiliate breaches this Agreement or engages in fraud or abuse of the Program.

10.4. Effect of termination. On ordinary termination, the Company will pay Commissions that have been earned and are properly processing as at the date of termination. If the Company terminates for the Affiliate's breach, fraud or abuse, the Affiliate forfeits all unpaid Commissions, whether or not already accrued. On any termination, the Affiliate must cease all use of the Affiliate Links, Program Materials and the Company's marks.

11.1. The Affiliate will keep accurate records relating to its activities under the Program. On reasonable prior notice, the Company may review or audit those records to verify compliance with this Agreement. The Affiliate will promptly notify the Company of any complaint, inquiry or allegation from any authority or media relating to the Company or the Program.

12.1. The Affiliate represents and warrants that it has full authority to enter into and perform this Agreement, that its participation will not breach any other agreement or any law, and that all content it publishes in connection with the Program will be lawful and will not infringe the rights of any third party.

13.1. The Affiliate will comply with all applicable anti-corruption, anti-bribery and anti-money-laundering laws, and will not, directly or indirectly, offer, give, request or accept any bribe, kickback or other improper payment or benefit in connection with the Program.

13.2. The Affiliate represents and warrants that it, and its owners and principals, are not subject to any applicable trade sanctions or export-control restrictions, are not located in or ordinarily resident in any embargoed or sanctioned territory, and will not involve any sanctioned person, entity or territory in its activities under the Program. The Company may suspend or terminate this Agreement immediately if the Affiliate breaches this Section.

14.1. The Program, the Platform and the Program Materials are provided "as is" and "as available", without warranties of any kind. The Company does not warrant that the Program or Platform will be uninterrupted or error-free.

14.2. To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential or exemplary damages, including loss of profits, revenue or goodwill.

14.3. Liability cap. The Company's total aggregate liability arising out of or relating to this Agreement will not exceed the total amount of Commissions paid to the Affiliate during the twelve (12) months immediately preceding the event giving rise to the liability.

15.1. The Affiliate will indemnify and hold harmless the Company, its affiliates and their officers, employees and agents from and against any third-party claims, losses, damages, liabilities and reasonable costs (including legal fees) arising out of or relating to the Affiliate's participation in the Program, the Affiliate's breach of this Agreement, or the Affiliate's violation of any law or third-party right.

16.1. Neither party is liable for any failure or delay in performing its obligations (other than payment obligations already due) caused by an event beyond its reasonable control, including natural disaster, fire, flood, war, terrorism, civil unrest, epidemic, government action, strikes, or the failure of telecommunications or third-party service providers. The affected party will notify the other promptly. If the event continues for more than thirty (30) days, either party may terminate this Agreement on written notice.

17.1. The Company may modify this Agreement or the Program at any time by posting an updated version and updating the Effective Date. Changes to the Commission rate are subject to the rate-lock and notice provisions of Section 3.3. The Affiliate's continued participation in the Program after a change takes effect constitutes acceptance of the change; if a change is not acceptable, the Affiliate's sole remedy is to terminate this Agreement.

18.1. This Agreement is governed by the laws applicable in the Dubai International Financial Centre (DIFC), United Arab Emirates. The parties will first attempt to resolve any dispute by good-faith negotiation. Any dispute that is not resolved will be subject to the exclusive jurisdiction of the courts of the Dubai International Financial Centre.

19.1. Any provision of this Agreement that by its nature should survive termination will survive, including the sections on Confidentiality, Data Protection, Non-Solicitation, Representations and Warranties, Anti-Bribery and Sanctions, Disclaimer and Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and this Survival section. Termination does not affect any Commission already earned and payable, or any right or obligation that accrued before termination.

20.1. Independent contractors. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency or employment relationship, and neither party may bind the other.

20.2. Assignment. The Affiliate may not assign this Agreement without the Company's prior written consent. The Company may assign it freely, including to an affiliated entity or in connection with a sale of its business.

20.3. Entire agreement. This Agreement is the entire agreement between the parties regarding the Program and supersedes all prior agreements and communications on that subject.

20.4. Severability and waiver. If any provision is held invalid, the remainder remains in effect. A failure to enforce any provision is not a waiver of it.

20.5. Notices. Notices to the Company may be sent to support@titleman.ai. Notices to the Affiliate will be sent to the contact details held in the Affiliate's Platform account, which the Affiliate must keep current.

20.6. Publicity. The Company may identify the Affiliate by name and logo, and refer to the Affiliate's participation in the Program, in its marketing and promotional materials.