Resso.ai Affiliate Program Terms & Conditions

Last Updated February 10, 2025

(Effective from February 10, 2025)

BY SIGNING UP WITH THE RESSO GROUP INC. (“www.resso.ai”, “Resso.ai”, “we”, “us”, and “our”) AFFILIATE PROGRAM (“Program”), YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (“Agreement”). YOU HEREBY AGREE THAT YOU HAVE READ AND UNDERSTOOD ALL THE CLAUSES OF THIS AGREEMENT AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS HEREIN. The terms of the Agreement form the entire contract between the parties in relation to its subject matter.

YOU (“You”, “Affiliate”, or “Affiliates”) AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU, AND THIS AGREEMENT IS ENFORCEABLE AGAINST YOU.

This is a legal agreement between you (either an individual or a legal entity) and Resso Group Inc., including its authorized service providers, distributors, promoters, and resellers. This Agreement outlines the rules and regulations of the Program.

By clicking the button “Sign up” during registration on our Platform, you represent that you are over 18 years old and agree to the terms of our Privacy and Cookies Policy and this Agreement. If you are acting on behalf of a company when accepting this Agreement and the Privacy and Cookies Policy, you also hereby declare that you are authorized to perform such legal actions on behalf of that company (herein the term “you” shall mean the relevant company).

Resso.ai reserves the right to approve or reject any Program application at its sole and absolute discretion. Acceptance of your application to the Program is at Resso.ai’s sole discretion, and neither Resso.ai nor its authorized representatives shall hold any liability to you in the event that your application is rejected.

1. TERMS AND CONDITIONS OF THE ACCOUNT

1. You must provide your legal full name, a valid email address, and any additional information requested in order to complete the signup process.

2. You are responsible for maintaining the security of your account and password. Resso.ai cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

3. You are responsible for all content posted and activity that occurs under your account.

4. Each legal entity may control no more than one Program account unless expressly authorized.

5. You may not use the Program for any illegal or unauthorized purpose. You must not, in the use of the Affiliate account or Program, violate any laws in your jurisdiction (including but not limited to copyright laws).

6. You may not use the Program to gain a discount on Resso.ai products for your own use or that of any affiliate or company in the same group or with common ownership of any kind. All sales must be to entities on an arm’s length basis only. Failure to comply with this condition will make any affected sales Commission repayable with immediate effect.

2. COMMISSIONS AND PAYMENT

Commissions for Affiliates become due where a customer signs up for Resso.ai’s products and services using your unique Affiliate link on a bona fide, arm’s length basis and does not cancel within 30 days of purchase in accordance with Resso.ai’s Terms of Service. The percentage of the Commission and our other rewards is as notified to you by Resso.ai from time to time in writing.

Commissions are due 30 days after they are generated and will only be paid out if there are no issues with any of the customers that have been referred. If an issue arises, Resso.ai reserves the right to withhold payment, conduct an investigation, and release the payment once satisfied with the findings.

The minimum payout threshold is $50. All payouts shall be made per the selected payment method cited in the affiliate’s profile. Resso.ai also reserves the right to adjust for any refunds and adjust future payouts accordingly.

3. USE OF PROMOTIONAL LINKS AND MATERIALS

Once you are approved as part of the Program, you will receive a unique Affiliate code ("Code"). You may place links, banners, or other graphics provided with your Code on your site, in your emails, or other communications as long as these uses comply with the terms of this Agreement and any branding guidelines provided by Resso.ai.

Affiliates may use the graphics and text provided by or on behalf of Resso.ai, or create their own, ensuring they remain consistent with the Agreement’s terms and are not deemed inappropriate or misleading.

4. AFFILIATE RESPONSIBILITIES

As an approved Affiliate, you will be solely responsible for:

- The technical operation and maintenance of your site and all related equipment.

- Ensuring your display of links to Resso.ai products and services does not violate any agreements between you and any third-party services.

- The accuracy and truthfulness of materials posted on your site, including service-related materials and information you associate with links to Resso.ai.

- Ensuring that posted materials on your site do not infringe upon any third-party rights, including privacy, copyright, and trademarks.

- Ensuring your site discloses, through a privacy policy or otherwise, how you collect, use, and store data collected from visitors.

5. TERMINATION

Your participation in the Program may be suspended or terminated for the following reasons:

- Inappropriate advertisements or misleading promotions

- Spamming or other wrongful conduct

- Violation of laws or breach of agreement terms

- Manipulating customer perceptions to earn commissions

- Engaging in fraudulent activities or self-referrals

Resso.ai reserves the right to suspend or terminate your account and refuse any and all current or future use of the Program for any reason at any time.

6. DISPUTE RESOLUTION

Any disputes arising from this Agreement will first be referred to Resso.ai senior management and the senior Affiliate representative for discussion and resolution. If unresolved within 10 business days, disputes may be submitted to confidential arbitration under the rules prevailing at the time, managed by the Canadian Arbitration Association. Arbitration decisions will be binding.

7. RELATIONSHIP OF PARTIES

This Agreement does not create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Resso.ai. Affiliates shall act as independent contractors, without the authority to make or accept any offers or representations on behalf of Resso.ai.

8. LIABILITY

Resso.ai will not be liable for indirect or special damages, loss of revenue, or data arising from this Agreement. The liability of Resso.ai will at no point exceed the total commissions paid or liable to be paid to you under this Agreement during the 6-month period preceding any claim.

9. TERM OF THE AGREEMENT

This Agreement will become effective upon your acceptance into the Program and will remain in effect until terminated. Amendments to this Agreement may be made at any time, and your continued participation in the Program indicates acceptance of any changes.

10. INDEPENDENT INVESTIGATION

YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND CONSENT TO ALL ITS TERMS AND CONDITIONS. YOU RECOGNIZE THAT RESSO.AI MAY AT ANY TIME ENGAGE IN SOLICITING CUSTOMER REFERRALS ON TERMS DIFFERENT FROM THOSE IN THIS AGREEMENT OR MAY OPERATE OTHER WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE. YOU HAVE INDEPENDENTLY ASSESSED THE SUITABILITY AND BENEFITS OF PARTICIPATING IN THE RESSO.AI AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATIONS, GUARANTEES, OR STATEMENTS OTHER THAN WHAT IS EXPLICITLY SET FORTH IN THIS AGREEMENT.

11. RIGHT OF AUDIT

Resso.ai reserves the right to audit your compliance with this Agreement and assess any discrepancies in reported referrals. If an audit reveals any misrepresentation, you shall promptly reimburse Resso.ai for any overpayment, with potential interest charges applicable as permitted by law. If discrepancies are identified that result in significant overpayments (3% or more), Resso.ai will recover audit costs from you, including reasonable accounting and legal fees.

12. IDENTIFYING YOURSELF AS A RESSO.AI AFFILIATE

While promoting the Program, you may advertise your participation. However, you must not misrepresent the relationship between yourself and Resso.ai. Prohibited actions include implying Resso.ai endorses or sponsors a charity or cause without explicit permission.

13. CUSTOMER DEFINITION

All customers who purchase Resso.ai products and services through this Program are considered Resso.ai customers. Hence, all of Resso.ai’s rules, policies, and operating procedures concerning customer service and orders apply to them. Prices, packages, and product availability may change at Resso.ai’s discretion.

14.MISCELLANEOUS

This Agreement is governed by the laws of Canada, without referencing conflict of law principles. You agree not to assign this Agreement without express written consent from Resso.ai.

Resso.ai’s failure to enforce any provision of this Agreement does not constitute a waiver. This Agreement, together with any associated policies, constitutes the full agreement between you and Resso.ai, superseding any prior agreements.

This Agreement binds and benefits the parties and their respective successors and permitted assigns.

Resso.ai reserves the legal right to update and modify the terms and conditions of this agreement over time without prior notice, as long as such changes do not materially alter your benefits under the agreement. Should we implement changes that materially affect your benefits under the program, we will provide you with a thirty (30) day notice period ("amendment notice period") via a notification in your affiliate dashboard before the changes take effect.

If you do not agree to such amendments, you have the right to terminate this agreement by informing us in writing within the amendment notice period, effective upon its expiration. If you decide to terminate, only unpaid commissions above the minimum threshold outlined in section 2 will be disbursed, provided you are not in breach of this agreement. You will not be entitled to a refund of any already paid subscription fees but will be relieved from any further liability for such fees from the expiry of the amendment notice period. If you do not terminate before the end of the amendment notice period, you will be deemed to accept the amendments, which will immediately become part of this agreement.