Affiliate Terms & Conditions

AIvionex Affiliate Program

Affiliate Terms & Conditions

Effective Date: January 7, 2026
Last Updated: January 7, 2026

  1. AGREEMENT TO TERMS

These Affiliate Terms and Conditions (“Agreement”) constitute a legally binding agreement between you (“Affiliate,” “You,” or “Your”) and AIvionex (“AIvionex,” “Company,” “We,” “Us,” or “Our”) governing your participation in the AIvionex Affiliate Program (the “Program”).

By applying to, accessing, or participating in the Program, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions, along with our Privacy Policy and any other policies referenced herein. If you do not agree to these terms, you may not participate in the Program.

  1. DEFINITIONS

2.1 “Affiliate” means any individual or entity approved by AIvionex to participate in the Program and promote AIvionex Products using Affiliate Links.

2.2 “Affiliate Link” means the unique tracking URL provided to You by AIvionex for the purpose of tracking referrals and attributing sales to Your account.

2.3 “Commission” means the monetary compensation paid to Affiliate for Valid Sales generated through Affiliate’s promotional activities as defined in Section 6.

2.4 “Customer” or “Referred Customer” means any individual or entity that clicks on an Affiliate Link and subsequently purchases an AIvionex Product.

2.5 “Products” or “AIvionex Products” means all digital products, certification programs, templates, guides, prompt packs, and any other goods or services offered for sale by AIvionex through its website and platforms.

2.6 “Valid Sale” means a completed purchase transaction that (a) was initiated through an Affiliate Link, (b) results in payment received by AIvionex, (c) is not subsequently refunded or charged back during the Refund Period, and (d) complies with all terms of this Agreement.

2.7 “Refund Period” means thirty (30) days from the date of purchase, during which Customers may request a full refund under AIvionex’s Money-Back Guarantee.

2.8 “Partner Portal” or “Dashboard” means the online interface provided to Affiliates for accessing Affiliate Links, tracking performance, viewing commissions, and managing account settings.

2.9 “Marketing Materials” means all promotional content, graphics, templates, email copy, banners, videos, and other assets provided by AIvionex for use in promoting Products.

  1. ELIGIBILITY AND APPLICATION

3.1 Eligibility Requirements

To be eligible for the Program, You must:

(a) Be at least eighteen (18) years of age or the age of majority in your jurisdiction;
(b) Have the legal capacity to enter into binding contracts;
(c) Operate a legitimate website, blog, social media presence, email list, or other promotional channel;
(d) Comply with all applicable federal, state, local, and international laws and regulations;
(e) Not be located in a country subject to U.S. Government embargo or designated as a “terrorist supporting” country;
(f) Not be listed on any U.S. Government list of prohibited or restricted parties;
(g) Provide accurate, current, and complete information during the application process;
(h) Maintain a professional reputation and not be associated with illegal, unethical, or fraudulent activities.

3.2 Application Process

(a) All prospective Affiliates must complete the online application form and provide all requested information truthfully and accurately.

(b) AIvionex reserves the right to approve or reject any application in its sole discretion, with or without cause, and without obligation to provide explanation.

(c) AIvionex may request additional information or documentation to verify Your identity, business, or promotional channels before approval.

(d) Approval into the Program does not guarantee any level of commissions, traffic, or sales.

3.3 Account Responsibility

(a) You are responsible for maintaining the confidentiality of Your Partner Portal login credentials.

(b) You are responsible for all activity that occurs under Your account.

(c) You must immediately notify AIvionex of any unauthorized use of Your account or any other security breach.

(d) AIvionex is not liable for any loss or damage arising from Your failure to maintain account security.

  1. AFFILIATE OBLIGATIONS AND REPRESENTATIONS

4.1 Affiliate Warrants and Represents That:

(a) All information provided during application and throughout participation is accurate, current, and complete;

(b) You will comply with all applicable laws, regulations, and industry standards, including but not limited to:

  • Federal Trade Commission (FTC) Guidelines on endorsements and testimonials
  • CAN-SPAM Act regulations for email marketing
  • General Data Protection Regulation (GDPR) if applicable
  • California Consumer Privacy Act (CCPA) if applicable
  • All advertising and marketing regulations in your jurisdiction

(c) You have all necessary rights, licenses, and permissions to use any content, trademarks, or materials in Your promotional activities;

(d) Your promotional activities will not infringe on any third-party intellectual property rights;

(e) You will not make false, misleading, or deceptive claims about AIvionex or its Products;

(f) You will disclose Your affiliate relationship in accordance with FTC guidelines and applicable laws.

4.2 Required Disclosures

You must clearly and conspicuously disclose Your material connection with AIvionex in all promotional content, including but not limited to:

  • Blog posts and articles
  • Social media posts
  • Email communications
  • Video content
  • Podcast episodes
  • Webinars and presentations
  • Paid advertisements

Acceptable disclosure examples:

  • “I’m an affiliate partner of AIvionex and may earn a commission if you purchase through my link.”
  • “Disclosure: This post contains affiliate links. I earn a commission if you make a purchase.”
  • “As an AIvionex partner, I receive compensation for referrals, but my opinions are my own.”

Disclosures must be:

  • Placed before or at the same time as promotional content (not buried in fine print)
  • Clear and unambiguous
  • In language and format easily understood by the average consumer
  • Not hidden by “read more” buttons, accordions, or other collapsible elements

4.3 Prohibited Representations

You may NOT:

(a) Represent yourself as an employee, agent, or authorized representative of AIvionex without explicit written permission;

(b) Claim to offer “official” AIvionex products or services unless authorized in writing;

(c) Make earnings claims or guarantees about results customers will achieve using AIvionex Products;

(d) Use “we” or “our” when referring to AIvionex (e.g., “our products” or “we offer”) in a manner that suggests official affiliation;

(e) Create confusion about whether Your content is official AIvionex communication;

(f) Make claims about Product features, capabilities, or benefits not explicitly stated in official AIvionex materials;

(g) Compare AIvionex Products to competitors using false or misleading information.

  1. PROMOTIONAL GUIDELINES

5.1 Approved Promotional Methods

Subject to the restrictions in Section 5.2, You may promote AIvionex Products through:

(a) Content Marketing: Blog posts, articles, reviews, comparison guides, tutorials, educational content;

(b) Email Marketing: To Your own opt-in email list (not purchased, rented, or scraped lists);

(c) Social Media: Organic posts, stories, and engagement on platforms including but not limited to LinkedIn, Facebook, Twitter/X, Instagram, YouTube;

(d) Video Marketing: YouTube videos, webinars, video tutorials, livestreams;

(e) Podcast Marketing: Podcast episodes, sponsorships, interviews, mentions;

(f) In-Person Events: Conferences, trade shows, networking events, speaking engagements;

(g) Community Participation: Forum participation, Q&A sites (when appropriate and not spam), professional communities;

5.2 Prohibited Promotional Methods

You may NOT:

(a) Spam or Unsolicited Communications:

  • Send unsolicited emails (spam)
  • Use purchased, rented, or scraped email lists
  • Send bulk SMS/text messages without proper consent
  • Engage in any form of spam marketing

(b) Brand Bidding and Trademark Violations:

  • Bid on “AIvionex” or variations as PPC keywords (Google Ads, Bing Ads, etc.)
  • Bid on “AIvionex” + any modifier (e.g., “AIvionex review,” “AIvionex discount”)
  • Use AIvionex trademarks in domain names, social media handles, or business names without written permission
  • Register domains containing “AIvionex” or confusingly similar variations

(c) Fraudulent or Deceptive Practices:

  • Cookie stuffing or forced clicks
  • Hidden iframes or invisible links
  • Automatic redirects
  • Fake or incentivized reviews
  • Click fraud or artificially inflating clicks
  • Self-referral or purchasing through Your own affiliate link (or having family/friends do so)
  • Creating fake accounts to generate commissions
  • Using bots, automated systems, or traffic exchange programs

(d) Misleading Marketing:

  • False or exaggerated claims about Product capabilities
  • Fake testimonials or fabricated customer reviews
  • Misleading pricing information
  • Offering unauthorized discounts or price guarantees
  • Creating false sense of scarcity or urgency not approved by AIvionex
  • Suggesting official endorsement from FAA, aviation authorities, or other organizations without evidence

(e) Inappropriate Content Association:

  • Adult/pornographic content websites
  • Websites promoting illegal activities
  • Hate speech, discriminatory, or offensive content
  • Piracy or copyright infringement sites
  • Websites promoting violence or harmful activities
  • Content that violates community standards of major platforms

(f) Competitive Conflicts:

  • Simultaneously promoting direct competing aviation AI education products without disclosure
  • Disparaging AIvionex to promote competitors
  • Using AIvionex content to promote competing products

(g) Intellectual Property Violations:

  • Modifying AIvionex logos, trademarks, or branding without permission
  • Using AIvionex content, images, or materials beyond scope of Marketing Materials
  • Reproducing copyrighted Product content (course materials, guides, etc.)

5.3 Marketing Materials Usage

(a) AIvionex grants You a limited, non-exclusive, non-transferable, revocable license to use provided Marketing Materials solely for the purpose of promoting AIvionex Products as an approved Affiliate.

(b) You may not modify, alter, or create derivative works from Marketing Materials without explicit written permission.

(c) You must use Marketing Materials “as is” and maintain all copyright notices, trademarks, and attribution.

(d) This license terminates immediately upon termination of Your participation in the Program.

5.4 Compliance with Platform Policies

You must comply with all terms of service, community guidelines, and advertising policies of any platform You use for promotion, including but not limited to:

  • Google Ads policies
  • Facebook/Instagram advertising policies
  • LinkedIn advertising and content policies
  • YouTube community guidelines and monetization policies
  • Twitter/X rules and policies
  • Email service provider (ESP) acceptable use policies

AIvionex is not responsible for violations of third-party platform policies. Any account suspensions or bans are Your responsibility.

  1. COMMISION STRUCTURE AND PAYMENTS

6.1 Commissions

(a) Commission rates are defined in the affiliate dashboard and may vary by product or partner tier.

(b) Commission eligibility applies only to completed, paid transactions.

(c) AIvionex reserves the right to modify commission rates, structures, or eligible products at any time with reasonable notice.

6.2 Payment Terms

(a) Payment Schedule: Commissions are paid monthly on or around the 15th of each month for Valid Sales from the previous calendar month.

(b) Minimum Payout Threshold: $50.00 USD. If Your commission balance is below the minimum threshold, it will roll over to the following month until the threshold is met.

(c) Payment Processing Period: Net 30 days. Commissions must be validated (Refund Period expired) before becoming eligible for payout.

Example: A sale on January 15th enters a 30-day refund period. On February 15th (assuming no refund), the commission is validated and included in the February payment calculation. Payment is processed around March 15th.

(d) Payment Methods:

  • PayPal (standard)
  • ACH Direct Deposit (U.S. bank accounts)
  • Wire Transfer (international, minimum $500, transfer fees may apply)

(e) Payment Fees: AIvionex covers all standard payment processing fees. For wire transfers, receiving bank fees are the Affiliate’s responsibility.

(f) Payment Information Updates: You are responsible for maintaining current and accurate payment information in Your Partner Portal. AIvionex is not responsible for failed payments due to incorrect payment information.

(g) Unclaimed Payments: If payment cannot be delivered due to incorrect information and remains unclaimed for 180 days, AIvionex reserves the right to forfeit the commission.

6.3 Tax Responsibilities

(a) Independent Contractor Status: You are an independent contractor, not an employee of AIvionex. AIvionex will not withhold taxes from Your commission payments.

(b) Tax Reporting: You are responsible for all tax obligations arising from commission income, including:

  • Income tax
  • Self-employment tax
  • Sales tax (if applicable in Your jurisdiction)
  • Value Added Tax (VAT) or Goods and Services Tax (GST) if applicable

(c) Form 1099 (U.S. Affiliates): U.S.-based Affiliates earning $600 or more in a calendar year will receive IRS Form 1099-NEC. You must provide a completed W-9 form upon request.

(d) International Affiliates: Non-U.S. Affiliates may be required to complete IRS Form W-8BEN or equivalent tax documentation.

(e) You agree to indemnify and hold AIvionex harmless from any tax liability, penalty, or interest arising from Your failure to report or pay applicable taxes.

6.4 Commission Adjustments and Chargebacks

(a) Refunds: If a customer requests and receives a refund within the Refund Period, the associated commission is reversed and deducted from Your account balance.

(b) Chargebacks: If a customer initiates a credit card chargeback, the associated commission is reversed. If the chargeback is later resolved in AIvionex’s favor, the commission may be reinstated.

(c) Fraudulent Sales: Any commission resulting from fraudulent, deceptive, or prohibited promotional practices will be immediately reversed and may result in Program termination.

(d) Negative Balance: If chargebacks or refunds create a negative account balance, future commissions will be applied to the negative balance before new payments are issued. If Your account is terminated with a negative balance exceeding $100, You agree to repay the amount owed within 30 days of notice.

6.5 Commission Disputes

(a) If You believe a commission has been incorrectly calculated, tracked, or paid, You must notify AIvionex in writing within 30 days of the transaction date or payment date in question.

(b) AIvionex will investigate the matter and respond within 15 business days.

(c) AIvionex’s determination regarding commission disputes is final and binding.

(d) Disputes not raised within 30 days are deemed waived.

  1. TRACKING AND ATTRIBUTION

7.1 Affiliate Links and Tracking

(a) AIvionex uses cookie-based tracking and other technical methods to attribute sales to Affiliates.

(b) You must use Your unique Affiliate Link provided through the Partner Portal for all promotional activities.

(c) You may not modify, cloak (without permission), frame, or otherwise alter Your Affiliate Link in ways that interfere with proper tracking.

(d) AIvionex uses industry-standard tracking technology but does not guarantee 100% tracking accuracy due to technical limitations (browser settings, cookie blocking, etc.).

7.2 Cookie Duration

(a) Affiliate cookies are stored for 30 days from the initial click on an Affiliate Link.

(b) If a visitor clicks Your Affiliate Link, the cookie is set. If they purchase within 30 days, You receive commission credit (unless another Affiliate’s link is clicked in the interim, per attribution rules).

(c) If the cookie expires (after 30 days) and the visitor purchases, no commission is attributed to any Affiliate.

7.3 Attribution Rules

(a) Default Attribution Model: Last-click attribution. The last Affiliate whose link was clicked before purchase receives commission credit.

(b) First-Click Attribution: Available by request for approved relationship-based sales with longer sales cycles. Must be requested in writing and approved by AIvionex.

(c) If a customer clicks multiple Affiliate Links, the most recent click receives credit (last-click model).

(d) Direct purchases (customer types in URL or uses a bookmark) are not attributed to any Affiliate, even if they previously clicked an Affiliate Link beyond the cookie window.

7.4 Cross-Device Tracking

AIvionex makes reasonable efforts to track conversions across devices (mobile, tablet, desktop) but cannot guarantee attribution in all scenarios due to technical limitations of cross-device tracking.

7.5 Coupon Code Tracking

(a) Affiliates may be provided with unique coupon codes for tracking sales without links (e.g., podcast mentions, in-person events).

(b) Coupon codes are tracked separately from link-based tracking and attribution follows the same rules.

(c) If a customer uses a coupon code AND clicks an Affiliate Link, the most recent interaction determines attribution.

(d) Coupon codes must be used as provided and not shared beyond Your promotional channels.

7.6 Sub-ID Tracking (Advanced)

Advanced Affiliates may use sub-ID parameters to track specific campaigns. Contact affiliate support for implementation details. Use of sub-IDs must comply with all Program terms.

  1. INTELLECTUAL PROPERTY

8.1 AIvionex Intellectual Property

(a) AIvionex retains all right, title, and interest in and to its trademarks, service marks, trade names, logos, domain names, copyrights, Product content, and all other intellectual property (collectively “AIvionex IP”).

(b) Nothing in this Agreement grants You ownership rights to AIvionex IP.

(c) You receive only a limited license to use AIvionex IP strictly as outlined in these Terms for the purpose of participating in the Program.

8.2 License to Use AIvionex IP

(a) AIvionex grants You a limited, non-exclusive, non-transferable, revocable license to:

  • Use provided Marketing Materials in accordance with these Terms
  • Display AIvionex logos and trademarks as provided in brand guidelines
  • Reference AIvionex Products in promotional content

(b) This license is conditioned upon:

  • Your continued compliance with this Agreement
  • Your active participation in the Program
  • Your use of AIvionex IP in a manner that does not harm AIvionex’s reputation or brand

(c) This license terminates immediately upon termination of Your participation in the Program for any reason.

8.3 Restrictions on Use

You may NOT:

(a) Modify, alter, or create derivative works from AIvionex logos, trademarks, or branding;

(b) Use AIvionex IP in a manner that suggests endorsement of Your products, services, or opinions;

(c) Register or use AIvionex trademarks in domain names, social media handles, business names, or any other identifiers;

(d) File trademark applications or claim ownership of AIvionex IP;

(e) Use AIvionex IP in connection with illegal, harmful, or offensive content;

(f) Remove, alter, or obscure any copyright, trademark, or proprietary notices from Marketing Materials.

8.4 Affiliate Content

(a) You retain ownership of Your original content created for promotional purposes (blog posts, videos, social media posts, etc.).

(b) By participating in the Program, You grant AIvionex a non-exclusive, worldwide, royalty-free license to use, reproduce, and display Your promotional content for marketing purposes, including but not limited to:

  • Featuring Your content in case studies
  • Showcasing Your success in Program marketing
  • Displaying testimonials or quotes from Your content

(c) You represent and warrant that You have all necessary rights to grant this license and that Your content does not infringe any third-party intellectual property rights.

8.5 Brand Guidelines

AIvionex may provide brand guidelines governing the use of AIvionex IP. You agree to comply with all such guidelines. Failure to follow brand guidelines may result in immediate suspension or termination from the Program.

8.6 Trademark Enforcement

If You become aware of any unauthorized use of AIvionex IP or potential trademark infringement, You agree to promptly notify AIvionex. However, You have no obligation or authority to enforce AIvionex’s intellectual property rights.

  1. TERM AND TERMINATION

9.1 Term

This Agreement begins on the date Your application is approved and continues until terminated by either party in accordance with this Section 9.

9.2 Termination by Affiliate

You may terminate Your participation in the Program at any time by providing written notice to AIvionex via email to affiliates@aivionex.com. Termination is effective upon receipt of notice.

9.3 Termination by AIvionex

AIvionex may terminate Your participation in the Program at any time, with or without cause, with or without notice, in its sole discretion.

9.4 Immediate Termination for Cause

AIvionex may immediately terminate Your participation and withhold commissions if You:

(a) Violate any provision of this Agreement;

(b) Engage in fraudulent, deceptive, or illegal activities;

(c) Use prohibited promotional methods as outlined in Section 5.2;

(d) Make false or misleading claims about AIvionex or its Products;

(e) Damage or harm AIvionex’s reputation or brand;

(f) Fail to comply with applicable laws or regulations;

(g) Engage in activities that create legal liability for AIvionex;

(h) Self-refer or manipulate tracking for personal gain;

(i) Spam or engage in unsolicited marketing;

(j) Violate intellectual property rights of AIvionex or third parties;

(k) Are inactive for 180+ consecutive days (at AIvionex’s discretion).

9.5 Effects of Termination

Upon termination of Your participation for any reason:

(a) License Termination: All licenses granted to You under this Agreement immediately terminate. You must immediately cease all use of AIvionex IP, Marketing Materials, and Affiliate Links.

(b) Removal of Content: You must promptly remove or disable all Affiliate Links and any content containing AIvionex IP from Your websites, social media, and promotional channels.

(c) Commission Payment:

  • Termination by Affiliate: All validated commissions (past Refund Period) will be paid according to normal payment schedule, subject to minimum payout threshold.
  • Termination by AIvionex for Convenience: Validated commissions will be paid according to normal schedule.
  • Termination by AIvionex for Cause: AIvionex reserves the right to withhold any unpaid commissions. Commissions from fraudulent or prohibited activities are forfeited entirely.

(d) Pending Commissions: Commissions still within the Refund Period at the time of termination will remain pending and will be paid only if the sales remain valid after the Refund Period expires.

(e) Lifetime Commissions: Termination ends Your eligibility for future lifetime commissions on previously referred customers, except where required by law.

(f) Return of Materials: You must delete or destroy any confidential or proprietary materials provided by AIvionex.

9.6 Survival

The following provisions survive termination of this Agreement: Sections 6.8 (Tax Responsibilities), 6.9 (Commission Adjustments and Chargebacks as applicable), 8 (Intellectual Property), 10 (Confidentiality), 11 (Representations and Warranties), 12 (Indemnification), 13 (Limitation of Liability), 14 (Dispute Resolution), and any other provisions that by their nature should survive.

  1. CONFIDENTIALITY

10.1 Confidential Information

“Confidential Information” means any non-public information disclosed by AIvionex to You, including but not limited to:

  • Business strategies and plans
  • Customer information and data
  • Pricing strategies
  • Proprietary processes or methodologies
  • Financial information
  • Product development roadmaps
  • Marketing strategies not publicly disclosed

10.2 Obligations

You agree to:

(a) Maintain the confidentiality of all Confidential Information;

(b) Use Confidential Information solely for the purpose of participating in the Program;

(c) Not disclose Confidential Information to any third party without AIvionex’s prior written consent;

(d) Protect Confidential Information with at least the same degree of care You use to protect Your own confidential information, but no less than reasonable care.

10.3 Exceptions

Confidential Information does not include information that:

(a) Is or becomes publicly available through no breach of this Agreement;

(b) Was rightfully known to You prior to disclosure by AIvionex;

(c) Is rightfully received by You from a third party without breach of confidentiality obligations;

(d) Is independently developed by You without use of Confidential Information.

10.4 Compelled Disclosure

If You are compelled by law to disclose Confidential Information, You must provide AIvionex with prompt notice (to the extent legally permitted) to allow AIvionex to seek a protective order or other appropriate remedy.

  1. REPRESENTATIONS AND WARRANTIES

11.1 Affiliate Representations

You represent and warrant that:

(a) You have full power and authority to enter into this Agreement;

(b) Your participation in the Program does not violate any other agreement to which You are a party;

(c) All information provided to AIvionex is accurate and complete;

(d) You will comply with all applicable laws, regulations, and these Terms;

(e) Your promotional activities will not infringe any intellectual property rights;

(f) You will not make false or misleading statements about AIvionex or its Products;

(g) You have appropriate disclosures in place per FTC guidelines and applicable laws.

11.2 AIvionex Representations

AIvionex represents and warrants that:

(a) AIvionex has the right to offer the Program and Products;

(b) Participation in the Program does not require You to violate any law;

(c) AIvionex will use commercially reasonable efforts to accurately track sales and calculate commissions.

11.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, AIVIONEX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

THE PROGRAM, AFFILIATE LINKS, MARKETING MATERIALS, AND PARTNER PORTAL ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

AIVIONEX DOES NOT WARRANT THAT:

  • The Program will be uninterrupted or error-free;
  • Tracking will be 100% accurate;
  • Any particular level of commissions will be earned;
  • Products will sell or convert at any particular rate;
  • The Partner Portal will be available at all times.
  1. INDEMNIFICATION

12.1 Affiliate Indemnification

You agree to indemnify, defend, and hold harmless AIvionex, its affiliates, officers, directors, employees, agents, and partners from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from or related to:

(a) Your violation of this Agreement;

(b) Your violation of any law or regulation;

(c) Your promotional activities or content;

(d) Your infringement of any intellectual property or other rights of any third party;

(e) Any false or misleading statements You make about AIvionex or its Products;

(f) Your failure to comply with FTC guidelines or disclosure requirements;

(g) Any claim that Your content caused harm to a third party;

(h) Your breach of any representation or warranty made herein.

12.2 Indemnification Process

(a) AIvionex will provide You with prompt written notice of any claim subject to indemnification;

(b) You will assume control of the defense and settlement of such claim;

(c) AIvionex may participate in the defense at its own expense;

(d) You will not settle any claim in a manner that adversely affects AIvionex without AIvionex’s prior written consent.

  1. LIMITATION OF LIABILITY

13.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AIVIONEX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF AIVIONEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AIVIONEX’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR $500, WHICHEVER IS GREATER.

13.3 Basis of the Bargain

The limitations set forth in this Section 13 are fundamental elements of the basis of the bargain between You and AIvionex. AIvionex would not be able to provide the Program on an economically reasonable basis without these limitations.

13.4 Exceptions

Nothing in this Section limits liability for:

  • Fraud or fraudulent misrepresentation
  • Gross negligence or willful misconduct
  • Death or personal injury caused by negligence
  • Violations that cannot be limited by law
  1. DISPUTE RESOLUTION

14.1 Informal Resolution

Before initiating any formal dispute resolution process, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good-faith negotiation. Either party may initiate negotiations by providing written notice to the other party describing the dispute. The parties will meet and confer (in person, by phone, or by video conference) within 15 days of such notice to attempt resolution.

14.2 Binding Arbitration

If the dispute cannot be resolved through informal negotiation within 30 days:

(a) Agreement to Arbitrate: You and AIvionex agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA).

(b) Arbitrator: The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties. If the parties cannot agree on an arbitrator within 30 days, the arbitrator shall be appointed by the AAA.

(c) Location: Arbitration shall take place in [Your County/State], unless both parties agree to a different location or to conduct the arbitration remotely.

(d) Costs: Each party shall bear its own costs and attorneys’ fees unless the arbitrator determines otherwise based on applicable law.

(e) Award: The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

(f) Limited Discovery: Discovery in arbitration shall be limited to what is reasonable and necessary, as determined by the arbitrator.

14.3 Class Action Waiver

YOU AND AIVIONEX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both You and AIvionex agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

14.4 Exceptions to Arbitration

Notwithstanding the above, either party may:

(a) Seek injunctive or equitable relief in a court of competent jurisdiction to prevent or stop unauthorized use of intellectual property or breach of confidentiality obligations;

(b) File a claim in small claims court if the claim qualifies for small claims jurisdiction.

14.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Your State], United States of America, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

14.6 Venue

To the extent any dispute is not subject to arbitration, such dispute shall be brought exclusively in the state or federal courts located in Florida, and You consent to the personal jurisdiction of such courts.

  1. MODIFICATIONS TO TERMS

15.1 Right to Modify

AIvionex reserves the right to modify, amend, or update these Terms and Conditions at any time in its sole discretion.

15.2 Notice of Changes

AIvionex will provide notice of material changes by:

  • Posting updated Terms in the Partner Portal
  • Sending email notification to the email address on file
  • Updating the “Last Updated” date at the top of this Agreement

15.3 Acceptance of Changes

Your continued participation in the Program after changes take effect constitutes Your acceptance of the modified Terms. If You do not agree to the modified Terms, Your sole remedy is to terminate Your participation in the Program.

15.4 Material Changes

Material changes (such as significant reductions in commission rates or addition of substantial new obligations) will be communicated with at least 30 days’ notice before taking effect when reasonably possible.

  1. MISCELLANEOUS PROVISIONS

16.1 Entire Agreement

This Agreement, together with any policies or guidelines referenced herein, constitutes the entire agreement between You and AIvionex regarding the Program and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral.

16.2 Independent Contractor

You are an independent contractor and not an employee, agent, partner, or joint venturer of AIvionex. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency relationship. You have no authority to bind AIvionex or make commitments on AIvionex’s behalf.

16.3 No Benefits

As an independent contractor, You are not entitled to any employee benefits, including but not limited to health insurance, retirement benefits, workers’ compensation, unemployment insurance, or paid time off.

16.4 Assignment

You may not assign, transfer, or delegate any of Your rights or obligations under this Agreement without the prior written consent of AIvionex. AIvionex may assign this Agreement without Your consent. Any attempted assignment in violation of this provision is void.

16.5 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid, illegal, or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.

16.6 Waiver

The failure of AIvionex to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision.

16.7 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

16.8 Notices

All notices required or permitted under this Agreement shall be in writing and delivered via:

  • Email to the address on file in the Partner Portal (for Affiliate)
  • Email to affiliates@aivionex.com (for AIvionex)

Notices are deemed received:

  • If by email: Upon transmission (if sent during business hours) or the next business day (if sent outside business hours)

16.9 Relationship to Other Agreements

If You have any other agreements with AIvionex (such as customer terms, product licenses, or separate partnership agreements), this Agreement governs only Your participation in the Affiliate Program. In the event of conflict between this Agreement and other agreements, the terms of the more specific agreement control.

16.10 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, 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.

16.11 Headings

The headings and captions used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

16.12 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic acceptance and signatures shall have the same force and effect as original signatures.

16.13 Interpretation

In the event of any ambiguity or questions of intent or interpretation, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any provisions.

16.14 Language

This Agreement is drafted in English, which shall be the controlling language in all respects. Any translation of this Agreement is for convenience only and shall not be binding on the parties.

  1. COMPLIANCE WITH LAWS

17.1 General Compliance

You agree to comply with all applicable federal, state, local, and international laws and regulations in connection with Your participation in the Program, including but not limited to:

  • Federal Trade Commission Act and FTC Guidelines
  • CAN-SPAM Act
  • Telephone Consumer Protection Act (TCPA)
  • General Data Protection Regulation (GDPR)
  • California Consumer Privacy Act (CCPA)
  • Children’s Online Privacy Protection Act (COPPA)
  • Americans with Disabilities Act (ADA)
  • All applicable advertising and marketing laws
  • All applicable tax laws
  • All applicable data privacy laws

17.2 Data Protection

(a) You shall process any personal data obtained through Your participation in the Program in accordance with all applicable data protection laws.

(b) You shall not collect, use, or disclose personal data of customers or prospects except as necessary for Your promotional activities and in compliance with applicable laws.

(c) You shall implement appropriate technical and organizational security measures to protect personal data.

17.3 Anti-Corruption

You represent that You have not and will not, directly or indirectly, offer, promise, give, or authorize any payment or gift of money or anything of value to any government official or any other person for the purpose of obtaining or retaining business or securing any improper advantage in connection with the Program.

17.4 Export Control

You agree to comply with all applicable export control and economic sanctions laws and regulations. You will not promote AIvionex Products to individuals or entities located in countries subject to U.S. export restrictions or economic sanctions.

  1. CONTACT INFORMATION

For questions, concerns, or notices related to this Agreement or the Affiliate Program, please contact:

AIvionex Affiliate Support
Email: affiliates@aivionex.com
Website: www.aivionex.com

Response Time: We aim to respond to all inquiries within 1-2 business days.

  1. ACCEPTANCE

BY APPLYING TO, ACCESSING, OR PARTICIPATING IN THE AIVIONEX AVIATION AI PARTNER PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT PARTICIPATE IN THE PROGRAM.

Your participation constitutes Your electronic acceptance of this Agreement, which has the same legal force and effect as a manually executed written agreement.

AIvionex reserves the right to update these Terms and Conditions at any time. Please review regularly to stay informed of any changes.

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