TokPilot Affiliate Agreement

This TokPilot Affiliate Agreement (this “Agreement”) is entered into between:

ADVANCED CREATIVE AI TECHNOLOGY - FZCO, a company organized under the laws of the United Arab Emirates, registration number License No. 6255, with its registered office at IFZA Business Park, DDP, PO Box 342001, Dubai, United Arab Emirates (the “Company”, “ACAI”, “we”, “us”, or “our”); and
the individual or entity that registers for and uses the TokPilot affiliate program (the “User”, “Affiliate Promoter”, “you”, or “your”).

The Company and the User are each a “Party” and together the “Parties”.

You accept this Agreement when you register for TokPilot by ticking the box confirming that you accept the Terms & Conditions and these Affiliate Terms. By ticking that box, completing affiliate onboarding, or otherwise participating in the TokPilot affiliate program, you agree to be bound by this Agreement. This Agreement is not signed by hand. If you do not agree, do not register or participate.

1. Definitions

1.1 “TokPilot” means the software platform, dashboard, tools, and services operated by the Company that enable the User to promote affiliate products using AI-generated content.

1.2 “Affiliate Network” or “Network” means any third-party affiliate network, marketplace, brand program, or merchant (for example, but not limited to, retail, marketplace, or creator-commerce affiliate programs) with which the Company maintains a registered publisher account.

1.3 “Master Publisher” means the Company in its capacity as the sole registered affiliate publisher with each Affiliate Network.

1.4 “Sub-Publisher” or “Third-Party Promoter” means the User in its capacity as a promoter operating under the Company’s Master Publisher account, without any independent registration in the User’s own name with any Affiliate Network.

1.5 “Affiliate Product” means a product or offer made available for promotion through TokPilot.

1.6 “Affiliate Link” means a tracking URL, deeplink, or sub-ID link provided or generated through TokPilot that attributes traffic and sales to the Company’s Master Publisher account and, within it, to the User.

1.7 “Coupon Code” or “Unique Coupon Code” means a unique discount or promotional code assigned to the User through TokPilot for attribution of sales to the User.

1.8 “AI-Generated Content” or “UGC Video” means the AI-generated user-generated-content-style videos, captions, and related creative assets produced through TokPilot for promotion of Affiliate Products.

1.9 “Connected Account” means a TikTok account and/or other social media account that the User connects to TokPilot for posting or auto-posting content.

1.10 “Net Affiliate Commission” or “Net Commission” means the commission amount actually received by the Company from the relevant Affiliate Network for a sale attributed to the User, after deduction of any Network fees, taxes withheld at source, currency-conversion costs, and payment-processing charges levied by or through the Network, and after the sale has been confirmed by the Network as valid (i.e., not returned, cancelled, refunded, charged back, or rejected).

1.11 “Revenue Share” means the User’s percentage share of the Net Affiliate Commission as set out in Clause 5.

1.12 “Pending Earnings” means Revenue Share amounts accrued to the User in respect of sales that are attributed but not yet confirmed by the Network (i.e., still within the Network’s return, hold, or validation window).

1.13 “Confirmed Earnings” means Revenue Share amounts that have become payable to the User after the applicable Network hold window has closed and the Net Commission has been confirmed and received by the Company.

1.14 “Clawback” means the reversal or deduction of Pending or Confirmed Earnings following a refund, return, cancellation, chargeback, Network reversal, or determination of fraud or invalid activity.

1.15 “Stripe Connect” means the third-party payment and payout infrastructure provided by Stripe, Inc. and its affiliates used by the Company to make payouts to the User.

1.16 “Terms” means the TokPilot Terms of Service and any other policies incorporated by reference, as amended from time to time.

2. Appointment as Sub-Publisher

2.1 Subject to this Agreement, the Company appoints the User as a non-exclusive Sub-Publisher / Third-Party Promoter to promote Affiliate Products using Affiliate Links, Coupon Codes, and AI-Generated Content through TokPilot.

2.2 The appointment is non-exclusive. The Company may appoint any number of other Sub-Publishers, and the User may (subject to Clause 9 and applicable Network and platform rules) engage in other lawful promotional activities.

2.3 The Company is the sole registered affiliate (Master Publisher) with each Affiliate Network. The User is a third-party promoter operating under the Company’s account. The User is not, and shall not represent themselves as being, an independently registered affiliate of any Affiliate Network.

2.4 The User shall not register, attempt to register, or hold any affiliate, publisher, or merchant account with any Affiliate Network in the User’s own name for the purpose of promoting Affiliate Products made available through TokPilot, nor otherwise circumvent the Company’s Master Publisher relationship.

2.5 This Agreement creates no employment, agency, partnership, joint venture, or franchise relationship between the Parties. See Clause 15.

3. How Promotion Works

3.1 Through TokPilot, the User is provided with (a) Affiliate Links and/or (b) Unique Coupon Codes for selected Affiliate Products, together with the ability to generate AI-Generated Content promoting those products.

3.2 The User publishes the AI-Generated Content to the User’s Connected Account(s), primarily TikTok and optionally other social platforms. The User authorizes TokPilot to post or auto-post content to the Connected Account(s) where the User has enabled that functionality.

3.3 The User is responsible for the accounts, content, and conduct associated with the User’s Connected Account(s), including compliance with the terms of TikTok and any other platform used.

3.4 The Company does not guarantee that any Affiliate Product, Affiliate Link, Coupon Code, or AI-Generated Content will remain available, active, or approved by any Network or platform, and may add, modify, suspend, or remove any of them at any time.

4. Attribution and Tracking

4.1 Sales are attributed to the User primarily through the User’s Unique Coupon Code, and where applicable through a sub-ID deeplink contained in the Affiliate Link.

4.2 Attribution is subject to the tracking, cookie, attribution-window, and validation rules of the relevant Affiliate Network and platform, which are outside the Company’s control. The Network’s determination of attribution and commission is final as between the Company and the Network, and the Company will pass through the corresponding result to the User.

4.3 Where a sale cannot be reliably attributed to the User (for example, due to Coupon Code sharing, ad blockers, cross-device behavior, or Network rejection), no Revenue Share is payable to the User for that sale.

4.4 The Company relies on data reported by the Networks and platforms. The Company is not liable for tracking failures, under-reporting, or attribution errors caused by third parties.

5.1 Revenue Share. For each confirmed sale attributed to the User, the User is entitled to the Revenue Share - the User’s percentage share of the Net Affiliate Commission for the relevant Affiliate Product, as displayed in the User’s TokPilot dashboard for that product at the time the attributed sale occurs. The dashboard shows the current Revenue Share for every available Affiliate Product that can be promoted.

5.2 Per-product configuration. The Company sets the Revenue Share per Affiliate Product and may change it from time to time in the TokPilot admin. The percentage applicable to any sale is the one displayed in the User’s dashboard for that product at the time the attributed sale occurs; changes do not apply retroactively to sales already attributed.

5.3 Net Commission basis. Revenue Share is calculated only on the Net Affiliate Commission as defined in Clause 1.10 - i.e., the commission actually received and confirmed by the Company from the Network. It is not calculated on gross sale value, list commission rates, estimated commissions, or any amount not actually received by the Company.

5.4 When Revenue Share becomes payable. Revenue Share accrues as Pending Earnings when a sale is attributed, and becomes Confirmed Earnings (payable) only after (a) the Network’s return/hold/validation window has closed, (b) the Network has confirmed the sale as valid, and (c) the corresponding Net Commission has actually been received by the Company. No Revenue Share is payable in respect of sales that are returned, refunded, cancelled, charged back, rejected, or never paid by the Network.

5.5 No payment obligation for unreceived amounts. The Company has no obligation to pay the User any amount that the Company has not itself received from the Network, regardless of what any Network dashboard, estimate, or report may indicate.

6. Payout Terms

6.1 Stripe Connect onboarding. Payouts are made via Stripe Connect. Before receiving any payout, the User must complete Stripe Connect onboarding, including identity verification and KYC (know-your-customer) and any anti-money-laundering checks required by Stripe or applicable law. The User must provide accurate and current information and keep it up to date.

6.2 Third-party terms. Payouts are subject to Stripe’s applicable terms and availability. The Company is not responsible for delays, holds, or failures caused by Stripe or by the User’s failure to complete onboarding or verification.

6.3 Accrual to confirmation. Earnings move from Pending to Confirmed as described in Clause 5.4. Only Confirmed Earnings are eligible for payout.

6.4 Payout Minimum. Payouts are made automatically once the User’s Confirmed Earnings balance reaches the minimum payout threshold of $50 USD. Any balance below $50 will remain credited to the User’s account until the $50 threshold is reached.

6.5 Payout Schedule. Once the User’s Confirmed Earnings balance reaches the minimum payout threshold of $50 USD, the User may request a payout of the available balance. There is no fixed payout schedule; payouts may be requested by the User once the $50 minimum has been reached.

6.6 Clawback. If a sale underlying any Pending or Confirmed Earnings is later refunded, returned, cancelled, charged back, reversed by the Network, or determined to be fraudulent or invalid, the corresponding amount is subject to Clawback. The Company may (a) deduct the Clawback amount from the User’s Pending or Confirmed Earnings, (b) offset it against future Revenue Share, and/or (c) where a negative balance results and cannot be recovered by offset, invoice the User for the outstanding amount, which the User agrees to pay.

6.7 Currency and fees. Payouts may be subject to currency conversion and payment-processing fees. The Company may display payout amounts net of such fees.

6.8 No interest. No interest accrues on Pending Earnings, Confirmed Earnings, or held amounts.

7. User Obligations and Prohibited Practices

7.1 The User shall promote Affiliate Products lawfully, honestly, and in accordance with this Agreement, the Terms, and all applicable Network and platform rules.

7.2 The User shall not engage in, and the following are prohibited practices:

Self-purchase - using the User’s own Coupon Code or Affiliate Link to purchase for the User’s own benefit or that of related persons in order to earn Revenue Share;
Coupon/code sharing outside the User’s own content - posting, distributing, or listing Coupon Codes or Affiliate Links on coupon aggregator sites, deal forums, browser extensions, messaging blasts, or any channel other than the User’s own AI-Generated Content on the User’s Connected Account(s);
Incentivized, misleading, or spam promotion - offering unauthorized cashback or incentives, making false or deceptive claims about Affiliate Products, or engaging in spam or unsolicited-message promotion;
Bot or fake traffic - using bots, click farms, automated scripts, fake accounts, artificially generated views/clicks, or any manipulation of traffic, engagement, or attribution;
Failure to disclose - publishing promotional content without the required #ad / sponsorship and AI-content disclosures (see Clause 8);
Breaching TikTok/Network terms - violating the terms of TikTok, any other platform, or any Affiliate Network, including any advertising, trademark-bidding, or content restrictions;
Brand/trademark misuse - bidding on or using merchant or brand trademarks in a manner prohibited by the Network, registering confusingly similar domains, or impersonating a brand, merchant, or the Company;
Any activity that is fraudulent, deceptive, unlawful, or that could damage the reputation of the Company, TokPilot, any merchant, or any Network.

7.3 The User is solely responsible for the content the User publishes and for compliance by the User’s Connected Account(s) with all applicable rules.

7.4 Breach of this Clause 7 may result in withholding of earnings, Clawback, suspension, and/or termination under Clauses 12 and 14, and the forfeiture of Pending Earnings associated with the prohibited activity.

8. Compliance Duties

8.1 #ad / disclosure. The User must clearly and conspicuously disclose the commercial/affiliate nature of promotional content in accordance with applicable advertising and consumer-protection law and platform rules, including FTC guidance (e.g., a clear #ad or equivalent disclosure) and any local-law equivalents.

8.2 AI-content labeling. The User must label AI-generated content as required by applicable law and by platform rules (for example, TikTok’s AI-generated-content disclosure requirements).

8.3 TikTok Business account. Where required by TikTok or by the nature of the promotion, the User must use a TikTok Business account (or equivalent) and comply with TikTok’s Commercial Content, Branded Content, and disclosure policies.

8.4 Network and platform rules. The User must comply with the rules of each Affiliate Network and each platform on which the User promotes, as made available or communicated through TokPilot.

8.5 Applicable law. The User must comply with all applicable laws and regulations, including advertising, consumer-protection, data-protection, and marketing laws in the jurisdictions the User targets.

8.6 The Company may provide guidance or in-product prompts regarding disclosures and labeling, but such guidance does not transfer responsibility to the Company; compliance remains the User’s responsibility.

9. Taxes

9.1 The User is solely responsible for determining, reporting, and paying all taxes, levies, and social contributions arising from Revenue Share and payouts, including income tax, VAT/GST, and any withholding obligations applicable to the User.

9.2 Revenue Share amounts are stated exclusive of any taxes for which the User is responsible. The Company may withhold amounts where required by law.

9.3 Reporting. The Company may be required to collect tax information from the User and to report payouts to tax authorities or platforms, including under EU DAC7, US IRS Form 1099 regimes, or other applicable reporting frameworks. The User agrees to provide accurate tax information (including via Stripe Connect) and to promptly update it. Failure to provide required tax information may result in withholding or suspension of payouts.

10. Confidentiality

10.1 The User may receive non-public information relating to TokPilot, Affiliate Products, commission structures, and Network arrangements (“Confidential Information”). The User shall keep Confidential Information confidential and use it only to perform under this Agreement.

10.2 This obligation does not apply to information that is or becomes public through no fault of the User, was lawfully known to the User without obligation of confidence, or is required to be disclosed by law (with reasonable prior notice to the Company where lawful).

11. Intellectual Property and Likeness

11.1 Ownership and licensing of TokPilot, the AI-Generated Content, avatars, voices, likenesses, and related assets are governed by the Terms. This Agreement does not grant the User any rights in the Company’s intellectual property except the limited right to use Affiliate Links, Coupon Codes, and AI-Generated Content to promote Affiliate Products in accordance with this Agreement and the Terms.

11.2 To the extent the User contributes any content, likeness, or account access, the User grants the licenses and makes the representations set out in the Terms. In case of conflict on IP or likeness matters, the Terms govern.

12. No Guarantee of Earnings

12.1 The Company makes no representation or guarantee as to any level of traffic, sales, conversions, commissions, or earnings. Any examples or estimates are illustrative only.

12.2 Revenue Share depends on factors outside the Company’s control, including Network commission rates, attribution, product availability, platform performance, and consumer behavior. The User participates at the User’s own commercial risk.

13. Suspension, Holds, and Withholding of Suspicious Earnings

13.1 The Company may, at its discretion, suspend the User’s access, hold or withhold earnings, or delay payouts where the Company reasonably suspects fraud, prohibited practices (Clause 7), a compliance breach (Clause 8), a Network reversal, or a legal or KYC/AML concern.

13.2 The Company may investigate suspected violations and may withhold or forfeit Pending and/or Confirmed Earnings associated with suspected fraudulent, invalid, or prohibited activity pending investigation and, where confirmed, permanently.

13.3 Where a Network reverses or rejects commissions, the corresponding earnings may be held, reversed, or clawed back regardless of prior status.

14. Term and Termination

14.1 Term. This Agreement begins when the User accepts it or begins participating and continues until terminated in accordance with this Clause.

14.2 Termination for Convenience. Either Party may terminate this Agreement at any time upon 7 days’ written notice to the other Party, or immediately if the User ceases participation in the Program.

14.3 Termination for cause / suspension. The Company may suspend or terminate immediately, and/or disable the User’s account, on breach of this Agreement (including Clause 7 or 8), suspected fraud, Network or platform requirement, or legal requirement.

14.4 Effect of termination. On termination: (a) the User must cease using Affiliate Links, Coupon Codes, and AI-Generated Content and, where required, remove or stop distributing promotional content; (b) Confirmed Earnings validly accrued and not subject to Clawback or forfeiture remain payable, subject to the payout minimum and to Clauses 6, 7, and 13; and (c) Pending Earnings remain subject to Network confirmation and possible Clawback or forfeiture.

14.5 Clauses that by their nature should survive (including Definitions, 5.3–5.5, 6.6, 7, 9, 10, 11, 12, 15, 16, and 17) survive termination.

15. Independent Contractor - No Employment

15.1 The User acts as an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship.

15.2 The User has no authority to bind the Company, to incur obligations on the Company’s behalf, or to hold themselves out as an employee, agent, or registered affiliate of the Company or any Network.

15.3 The User is responsible for the User’s own expenses, equipment, taxes, and any benefits or insurances applicable to the User.

16. Liability and Indemnity

16.1 Limitation of Liability. To the maximum extent permitted by law, ACAI’s total aggregate liability arising out of or relating to the Service or these Terms shall not exceed the total Revenue Share and/or fees paid or payable to or by you in respect of the three (3) months immediately preceding the event giving rise to the liability, subject in all cases to an absolute maximum liability of USD 1,000, regardless of the amount calculated for such three-month period.

16.2 The Company is not liable for acts or omissions of Affiliate Networks, platforms (including TikTok), Stripe, or other third parties.

16.3 Indemnity. The User shall indemnify and hold harmless the Company and its officers, directors, and employees from and against any claims, losses, liabilities, damages, and expenses (including reasonable legal fees) arising out of or relating to (a) the User’s content or promotional activity, (b) the User’s breach of this Agreement or the Terms, (c) the User’s violation of any Network, platform, or legal requirement, or (d) any prohibited practice under Clause 7.

17. Changes, Governing Law, and Disputes

17.1 Changes. The Company may amend this Agreement, the Revenue Share defaults, payout parameters, and program rules from time to time. Material changes will be notified through TokPilot or by other reasonable means. Continued participation after changes take effect constitutes acceptance. Changes do not retroactively alter the split applicable to sales already attributed under Clause 5.2.

17.2 Assignment. The User may not assign this Agreement without the Company’s prior written consent. The Company may assign it to an affiliate or successor.

17.3 Entire agreement. This Agreement, together with the Terms and any policies incorporated by reference, constitutes the entire agreement between the Parties regarding the affiliate program.

17.4 Severability. If any provision is held unenforceable, the remaining provisions remain in full effect.

17.5 Governing law. This Agreement is governed by the laws of the Dubai International Financial Centre (DIFC), without regard to conflict-of-laws principles.

17.6 Disputes. The Parties shall attempt to resolve disputes amicably. Failing resolution, disputes shall be subject to the courts / arbitration of the laws of the Dubai International Financial Centre (DIFC) as the exclusive forum, save that the Company may seek injunctive relief in any competent court.

18. Acceptance

This Agreement is not signed by hand. You accept it electronically at registration: during sign-up for TokPilot you tick a box confirming that you have read and accept the Terms & Conditions and these Affiliate Terms. Ticking that box - or otherwise clicking to accept, completing affiliate onboarding, or participating in the affiliate program - creates a valid and binding agreement between you and the Company and has the same legal effect as a handwritten signature.

The Company

ADVANCED CREATIVE AI TECHNOLOGY - FZCO · License No. 6255 · IFZA Business Park, DDP, PO Box 342001, Dubai, United Arab Emirates

The User (Affiliate Promoter / Sub-Publisher)

Identified by the account details provided at registration (name / entity, e-mail, and account ID). The Company records the date, time and version of the Agreement accepted as evidence of acceptance.