Partner Terms of Service

Terms of Service for Affiliates, Version: 1.0, Effective Date: January 1, 2025

This Terms of Service for Affiliates (this “Agreement”) is a binding contract between you (“Affiliate,” “you,” or “your”) and DEMAVIAS, LLC, a Delaware limited liability company doing business as Di-Atomic.com, with its principal place of business at 1007 N Orange Street, 4th Floor, #91, Wilmington, DE 19801, USA (“Company,” “we,” “us,” or “our”). By enrolling as an affiliate, accessing, or using our affiliate program or services (the “Affiliate Program”), you agree to be bound by this Agreement. If you are entering this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind that entity, and “you” and “your” will refer to that entity.

If you do not agree to this Agreement, do not participate in the Affiliate Program. This Agreement incorporates by reference the Company’s Privacy Policy (available at Privacy Policy) and Terms of Service (Version 2.0), which include details on data processing.

1. Definitions

“Services” means the Company’s B2B Lead Generation and Campaign Automation Platform, including apexAI Platform subscriptions, demand-simulation marketing, lead generation, and professional services, as described in Schedule 1.

“Personal Data” means any information relating to an identified or identifiable natural person, as defined under applicable laws (e.g., GDPR, CCPA).

“Confidential Information” means non-public information related to the Company’s business, including workflows, AI models, and client data.

“Outputs” means AI-generated content or data (e.g., marketing collateral, lead lists) produced by the Services.

2. Appointment as Affiliate

2.1. The Company appoints you as a non-exclusive affiliate to promote the Services listed in Schedule 1, effective upon your enrollment (the “Effective Date”).

2.2. You may participate as a BrokerZ Agent, Regional Sales Partner, or Partner Agency, as defined in the Company’s partnership guidelines, subject to meeting applicable performance targets (Schedule 2).

3. Duration and Termination

3.1. This Agreement has an indefinite term, subject to termination by either party with ninety (90) days’ written notice.

3.2. The Company may terminate immediately for: (a) material breach (e.g., privacy violations, misrepresentation); (b) bankruptcy or insolvency; (c) actions bringing the Company into disrepute; or (d) revocation of necessary licenses.

3.3. Upon termination, you must cease using Company materials and delete all Outputs and Confidential Information. Sections 5-10 survive termination.

4. Duties and Restrictions

4.1. You shall: (a) diligently promote the Services using Company-provided Standard Marketing Materials; (b) comply with all applicable laws, including data privacy (e.g., GDPR, CCPA) and anti-spam regulations (e.g., CAN-SPAM); (c) disclose your affiliate status in all dealings; and (d) meet performance targets in Schedule 2.

4.2. You shall not: (a) make unauthorized warranties or representations about the Services; (b) use unapproved marketing materials; (c) resell or redistribute Outputs; (d) bind the Company to any contract; or (e) engage in competitive activities for 12 months post-termination without written consent.

4.3. You must verify AI-generated Outputs for accuracy, as they may contain inaccuracies (e.g., “hallucinations”).

4.4. The Company shall provide Standard Marketing Materials and access to affiliate tools (e.g., tracking links) free of charge and notify you of material changes to Services or pricing.

5. Commissions

5.1. You earn commissions of 10% (BrokerZ Agent) or 15% (Regional Sales Partner) on net subscription fees for Services sold primarily through your efforts, as detailed in Schedule 1. Partner Agencies may earn up to 50% based on territory agreements.

5.2. Commissions are payable monthly, within five (5) business days of the Company receiving full payment from clients, provided you submit payment details and do not dispute the Commission Report within five (5) business days.

5.3. No commissions are earned on refused or unexecuted transactions or post-termination sales if terminated for breach.

5.4. You must refund any overpaid commissions and accept commission amounts as final once paid.

6. Intellectual Property

6.1. The Company owns all rights in the Services, apexAI Platform, cognitoAI Platform, engageAI Platform, composeAI Platform, workflows, and Outputs. You receive a limited, revocable license to use Standard Marketing Materials for promoting the Services.

6.2. You shall not reverse engineer, modify, or use Company IP without prior written consent. You must notify the Company of any suspected IP infringement.

7. Confidentiality

7.1. You shall treat Confidential Information as confidential, using it only for Affiliate Program purposes and not disclosing it without prior written consent, except as required by law (with prompt notice to the Company).

7.2. You shall use at least the same care as with your own confidential information, but no less than reasonable care, to protect Confidential Information.

8. Data Privacy

8.1. You warrant compliance with data privacy laws (e.g., GDPR, CCPA) when handling Personal Data. The Company processes data per its Privacy Policy.

8.2. You shall not enter Personal Data into Company systems without a legal basis (e.g., consent, legitimate interest) and must update client data accurately in provided databases.

9. Indemnification

You shall indemnify and hold harmless DEMAVIAS, LLC, its affiliates, officers, directors, employees, agents, and sole member from claims arising from: (a) your breach of this Agreement; (b) unauthorized warranties or representations; (c) violations of law (e.g., data privacy fines); or (d) your negligence or misconduct.

10. Limitation of Liability

THE COMPANY’S AGGREGATE LIABILITY SHALL NOT EXCEED COMMISSIONS PAID TO YOU IN THE PRIOR 12 MONTHS. THE COMPANY IS NOT LIABLE FOR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR FINES, EVEN IF ADVISED. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES, INCLUDING FOR ACCURACY OR NON-INFRINGEMENT.

11. Governing Law and Disputes

11.1. This Agreement is governed by Delaware law, without regard to conflict of laws principles.

11.2. Disputes shall be resolved through binding arbitration in Wilmington, DE, under AAA rules, with no class actions. The prevailing party recovers reasonable attorneys’ fees and costs.

12. Miscellaneous

12.1. Independent Contractor: You are an independent contractor, not an employee, partner, or franchisee. You cannot bind the Company or incur obligations without written consent.

12.2. No Conflicts: You warrant that this Agreement does not conflict with other obligations.

12.3. Force Majeure: Neither party is liable for delays due to causes beyond reasonable control (e.g., API outages, governmental actions).

12.4. Notices: Notices to the Company must be sent to compliance@di-atomic.com or its principal office. Notices to you go to your last known address.

12.5. Electronic Signatures: Electronic signatures (e.g., via Adobe Sign) are binding.

12.6. Amendments: The Company may amend this Agreement with notice (e.g., via email or website posting). Continued participation after notice constitutes acceptance.

12.7. Entire Agreement: This Agreement, with referenced Privacy Policy and Terms of Service, is the entire agreement, superseding prior agreements.

Acceptance: By enrolling in or using the Affiliate Program, you accept this Agreement.

DEMAVIAS, LLC

1007 N Orange Street

4th Floor, #91

DE - 10981 - Wilmington, USA

By: Martin Shein

Title: Sole Member

Schedule 1 - Services

SUPPLIER | SERVICES

DEMAVIAS, LLC d/b/a Di-Atomic.com |

• apexAI Platform subscriptions (AI-driven automation with CRM/ERP integrations).
• Demand-Simulation Marketing Packages (AI-enriched content, ICP discovery, email campaigns).
• Lead Generation and Campaign Automation Services (e.g., n8n workflows, FlowWise workflows, crewAI workflows, simAI workflows, Brightdata enrichment).
• Professional Services (custom AI model integration, compliance support).

Schedule 2 - Performance Targets

• Secure at least three (3) new client subscriptions or service engagements monthly, active for at least ninety (90) days.
• Close at least one (1) high-value client (e.g., Growth Accelerator or Global Domination tier) per quarter.
• Achieve at least two (2) upsell or renewal commitments from recruited clients per quarter.