LORKA AFFILIATE PROGRAM

PREAMBLE

These Affiliate Program Terms and Conditions (hereinafter "Agreement" or "T&C") constitute a legally binding contract between Always B-Focused, S.L. (hereinafter "Company", "Lorka", "we", or "us"),a private company holding TAX ID B67428789, and its registered office at Carrer del Rosselló 198, 4º, 2ª, 08008 Barcelona. and contact email: affiliate@lorka.ai and the natural person or legal entity applying for or participating in the Lorka Affiliate Program (hereinafter "Affiliate" or "Partner").

By registering for, accessing, or participating in the Lorka Affiliate Program, the Affiliate acknowledges that they have read, understood, and agreed to be bound by all the terms and conditions set forth herein. If the Affiliate does not agree to these terms, they must not register for or participate in the Program.

For any questions regarding this Agreement or the Program, please contact us at affiliate@lorka.ai

1. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set out below:

"Agreement" means these Terms and Conditions, together with any schedules, annexes, or amendments incorporated herein.

"Affiliate" (or "Partner") means the individual or business entity that has been accepted into the Program by the Company following the application and approval process set out herein.

"Affiliate Link" means the unique tracking URL assigned to the Affiliate by the Company through the Platform, used to attribute traffic and Qualifying Transactions to the Affiliate.

“Bonus" means the one-time amount payable to the Affiliate upon reaching a cumulative performance milestone.

"Commission" means the monetary amount (including the Initial Commission (CPA) and/or the Recurring Commission) payable to the Affiliate through the Platform in respect of a Qualifying Transaction, as set out in the Section 3.

"Company" means Lorka, including its parent, subsidiaries, and affiliated entities.

"Cookie Window" means the period of sixty (60) calendar days following an initial click on an Affiliate Link during which a Qualifying Transaction may be attributed to the Affiliate.

"Last Click Wins" means the attribution model under which, where a user interacts with multiple Affiliate Links prior to a Qualifying Transaction, the Commission is attributed solely to the Affiliate whose link was clicked most recently before the transaction was completed.

"Locking Period" means the mandatory holding period following any payment that generates a Commission (whether an initial payment or a renewal payment), during which such Commission is held and pending verification before it can be processed for payment.

"Media Kit" means the collection of approved graphic and branding materials provided by the Company to the Affiliate through the Platform for use in promotional activities.

"New Customer" means an individual or entity that (i) has never generated an Initial Commission (CPA) for any affiliate, and (ii) within the twelve (12) months preceding the click on the Affiliate Link, has not purchased, subscribed to or created an account for any product or service of the Company or any entity of its group, nor been an active lead or contact in the Company's CRM or sales pipeline; and who does not share a payment method, device identifier or account credentials with any existing or former customer, and whose first interaction with the Company's platform occurred through the Affiliate Link.

“Net Subscription Value" means the amount actually received by the Company from the Referred Customer in respect of a Qualifying Transaction, after deducting all of the following: applicable taxes (including VAT, sales tax, and any withholding tax); discounts, promotional codes, and coupons applied at the time of purchase; platform fees or payment processing fees charged by third-party processors; credits applied from the customer's account; and any chargebacks or partial refunds subsequently processed. Amounts that are disputed, withheld, or not yet settled shall not be included until actually received by the Company.

"Platform" means the third-party affiliate management platform operated by Impact.com (owned by Impact Tech, Inc ) through which the Program is administered, including tracking, reporting, and payment processing functionalities.

"Program" means the Lorka Affiliate Program governed by this Agreement.

"Qualifying Transaction" means a purchase or subscription completed by a New Customer, successfully attributed to the Affiliate through the Platform, and not reversed, refunded, rejected, failed, or cancelled (whether voluntarily or due to forced non-payment/payment failure).

"Referred Customer" means a user who accesses the Company's website or services through an Affiliate Link and subsequently completes a Qualifying Transaction.

2. OBJECT OF THE AGREEMENT AND ELIGIBILITY

2.1 Object

The purpose of this Agreement is to establish the terms and conditions under which the Affiliate may promote Lorka’s products and services in exchange for Commission payments, in accordance with the guidelines set forth herein.

2.2 Curated Approval Model

Lorka operates a curated affiliate approval model. Submission of an application does not guarantee acceptance into the Program. The Company reserves the sole and absolute right to:

• Accept or reject any application to the Program, at its full discretion and without obligation to provide reasons.
• Suspend or permanently remove any Affiliate from the Program at any time, with or without prior notice, if the Affiliate engages in conduct that violates this Agreement or that is otherwise detrimental to the Company’s interests, reputation, or brand integrity.

2.3 Eligibility Requirements

To be eligible for the Program, the Affiliate must:

• Be at least 18 years of age or the legal age of majority in their jurisdiction, whichever is higher.
• Have the legal capacity to enter into a binding commercial agreement in their jurisdiction.
• Not be an employee, contractor, freelancer, director, or officer of the Company or any of its parent companies, subsidiaries, or affiliated entities (including any entity within the Group), whether engaged on a permanent, temporary, or project basis. This exclusion also applies to individuals who were employed or engaged by any such entity within the six (6) months preceding the application date.
• Comply with all applicable laws and regulations in the jurisdictions in which they operate, and ensure that their participation in the Program and their promotional activities do not and will not infringe any third-party rights, including intellectual property rights.

By applying to the Program, the Affiliate represents and warrants that any content published in connection with the Program is original or that they hold all necessary rights to use it, and that all information provided during the registration process is accurate, complete, and not misleading. The Company reserves the right to terminate this Agreement with immediate effect if any such representation is found to be false or misleading.

The Affiliate is solely responsible for any tax, fiscal, or regulatory obligations arising from their participation in the Program and the Commission and Bonus income received hereunder. The Company makes no representation regarding the tax treatment of Commission and Bonus payments in any jurisdiction.

2.4 Application and Onboarding

The application and onboarding process is managed entirely through the Platform. By initiating the registration process, the Affiliate agrees to be bound by the Platform’s applicable policies, as published and updated from time to time. The Affiliate acknowledges that their personal data will be collected and processed by the Platform operator in accordance with the Platform’s applicable data protection policies.

3. COMMISSION STRUCTURE AND PAYMENT

3.1 Commission Model

The Affiliate earns the following Commissions for each New Customer:

Table. 1: Initial Commissions

Conditions for Initial Commission:

(i) Free trials, unpaid registrations, or non-paying account activations shall not qualify for Commission payments

(ii) The customer must not cancel, exercise a right of withdrawal, or request a refund during the initial thirty (30) calendar day refund window following the initial payment. Commission approval shall occur upon fulfilling the mandatory thirty (30) calendar day Locking Period set out in Section 3.2, and disbursement shall be processed in the next standard payment cycle.

(iii) Plan Qualification Requirements:

• Monthly plans: The second consecutive monthly payment must be successfully charged and collected by the Company.
• Quarterly and Annual Plans: The initial payment must be successfully processed and remain in good standing without any refund, cancellation, chargeback, or payment dispute during the initial thirty (30) calendar day Locking Period.

(iv) Entitlement to the CPA of USD 50.00 is strictly conditioned upon the successful processing and collection of funds. Any forced non-payment due to a declined card, insufficient funds, payment processing failure, chargeback, or bank dispute, recurring charge, or any subscription entering a "Past Due" or "Unpaid" status in the payment gateway prior to the expiration of the thirty (30) calendar day Locking Period, shall automatically and irreversibly invalidate the CPA, resulting in a CPA of USD 0.00. This applies regardless of whether the user has formally requested a cancellation or refund. If the CPA was disbursed prior to such an event, the Affiliate shall refund the full CPA amount to the Company, or the Company shall offset and deduct the equivalent amount from future Commission payouts.

(v) On customers who have never before subscribed, activated a free trial or registered with the Company. A former customer who subscribes again, through the same or a different Affiliate Link, does not generate a new CPA

Table. 2: Recurring Commissions

Conditions for Recurring Commissions:

(i) Each individual renewal payment is subject to its own mandatory thirty (30) calendar day Locking Period set out in Section 3.2.

(ii) Recurring Commissions are strictly capped at the first 12 months of client renewals (including the Month 12 quarterly renewal and the Year 2 annual renewal as specified herein). After such a period, no further Recurring Commissions shall accrue.

(iii) Entitlement to any Recurring Commission is strictly conditioned upon the successful processing and collection of funds for each applicable renewal payment. Any forced non-payment due to a declined card, insufficient funds, payment processing failure, chargeback, or bank dispute at the time of renewal, or any subscription entering a "Past Due" or "Unpaid" status in the payment gateway, shall automatically and irreversibly invalidate the Recurring Commission for that payment cycle, resulting in a Recurring Commission of USD 0.00. This applies regardless of whether the user has formally requested a cancellation or refund. If a Recurring Commission has already been disbursed prior to the occurrence of any such event, the Affiliate shall refund the full amount of that Recurring Commission to the Company, or the Company shall offset and deduct the equivalent amount from future Commission payouts.

Upon completion of the mandatory thirty (30) calendar day Locking Period set out in Section 3.2, Commission payouts shall be processed and disbursed no earlier than thirty (30) calendar days following the expiration of said Locking Period, in the next available payment cycle and in accordance with the Platform's standard payment processing cycle.

The Company reserves the right to modify the Commission structure upon written notice to the Affiliate in accordance with Section 13.

3.2 Locking Period

All Commissions (Initial commission and Recurring commission) are subject to a mandatory Locking Period of thirty (30) calendar days from the payment that generates them. During this period:

• No Commission payment shall be processed or approved.
• The Commission shall be automatically and irreversibly invalidated, forfeited, and reduced to USD 0.00 if any of the following events occur prior to the expiration of the thirty (30) calendar day Locking Period:
  • The Referred Customer exercises their right of withdrawal, requests a refund or chargeback, or cancels their subscription.
  • Any forced non-payment due to a declined card, insufficient funds, payment processing failure, bank dispute, or recurring charge failure (on month 2 for monthly plans), regardless of whether the customer has formally submitted a cancellation request.
  • Any subscription entering a "Past Due" or "Unpaid" status within the payment gateway or system.
• The Company may reverse a Commission or Bonus if it determines that the Qualifying Transaction was the result of fraudulent, misleading, or otherwise non-compliant activity.
• The Company further reserves the right to block, suspend, or remove from the Program any Affiliate believed to be violating these Terms and Conditions, without prior notice. If a Commission has already been disbursed for a transaction subsequently subject to any invalidation event, the Affiliate shall refund the full amount to the Company, or the Company shall offset and deduct the equivalent amount from future Commission payouts.
• No Commission will be paid before the end of the Locking Period. From that day, it will be paid in the next payment cycle of the Platform. The Company does not guarantee a specific payment date.

3.3 Bonus Program

In addition to the Commission structure set out in Section 3.1, the Affiliate may qualify for one-time Bonus based on cumulative performance milestones, structured as follows:

Table 3: Bonus

Conditions for Bonus

(i) Only Qualifying Transactions that meet the requirements of Section 3.1 and have passed the thirty (30) calendar day Locking Period of Section 3.2.count towards the milestones.

(ii) Bonus are paid no earlier than sixty (60) calendar days after the milestone is reached (30-day Locking Period plus 30-day payout period), in the next available payment cycle of the Platform.

(iii) All Qualifying Transactions counted towards the milestone (e.g. all 50 for the 50 milestone) must correspond to subscriptions that are active, paid and not cancelled at the time of payment.

(iv) Any Qualifying Transaction that is cancelled, refunded, charged back, or in unpaid or past-due status is deducted from the counter. If, as a result, the milestone is not met at the time of payment, the Bonus is not paid until the milestone is reached again with active Qualifying Transactions, provided that Bonus has not been paid before.

(v) Each milestone is paid only once. A paid Bonus is not refunded if customers cancel later, and the same milestone is not paid again if the count drops and recovers. The next Bonus is only paid upon reaching the next milestone.

(vi) The counter accumulates from the Affiliate's enrolment date, never resets to zero, and progress does not expire.

(vii) No partial or pro-rata Bonus is paid between milestones. An unreached milestone gives no right to any compensation.

(viii) The Bonus Program ends at 300 Qualifying Transactions, which is the last milestone. The maximum cumulative Bonus per Affiliate is USD 5,200. No further Bonus accrues after 300.

The Company may modify, suspend or discontinue the Bonus Program at any time, at its sole discretion, with prospective effect and upon written notice to the Affiliate. Changes do not affect Bonuses already earned and validated before their effective date.

3.4 Payment Conditions

Commissions and Bonus shall be processed through the Platform in accordance with its payment schedule. The Affiliate is responsible for providing accurate banking and tax information. The Company shall not be liable for payment delays caused by incorrect information provided by the Affiliate or by delays attributable to third-party payment processors:

• Payout Timeline & Processing Period:
  • Commisions: Upon completion of the mandatory thirty (30) calendar day Locking Period set out in Section 3.2, Commission payouts shall be processed and disbursed no earlier than thirty (30) calendar days following the expiration of said Locking Period, in the next available payment cycle and in accordance with the Platform's standard payment cycle.
  • Bonus: is earned once the Affiliate achieves a confirmed milestone under Section 3.3.Bonuses shall be consolidated no earlier than sixty (60) calendar days after the date the milestone is reached, and disbursed in the next available payment cycle of the Platform.
  • The Company does not guarantee a specific payment date for any disbursement.
• The minimum payment threshold and payment cycles are governed by the Platform’s applicable policies, as published and updated from time to time. The Affiliate is responsible for consulting the Platform for current payment terms. The timing of Commission and Bonus payments is determined by the Platform’s payment schedule and processing cycles, for which the Company accepts no liability.
• All Commissions and Bonus are stated exclusive of applicable taxes. The Affiliate is solely responsible for all taxes and levies applicable to this income in their jurisdiction.
• All payments are processed in USD. Any currency conversion costs are the sole responsibility of the Affiliate.
• The Company reserves the right to withhold Commission and Bonus payments pending resolution of any compliance, fraud, or dispute matter.

4. ATTRIBUTION AND COOKIE POLICY

4.1 Cookie Window

Attribution shall be determined based on a Cookie Window of sixty (60) calendar days following the initial click on the Affiliate Link. The applicable attribution model is Last Click Wins: where a user interacts with multiple Affiliate Links, the Commission shall be attributed to the Affiliate whose link was clicked most recently prior to the Qualifying Transaction.In the event that a user interacts with both an Affiliate Link and a direct marketing channel operated by the Company, attribution shall follow the Last Click Wins model

4.2 Limitations on Cookie Tracking

The Affiliate acknowledges and accepts that:

• Cookie-based tracking is dependent on the user’s browser settings and consent preferences, particularly in jurisdictions where cookie consent is legally required.
• Users who decline cookie tracking or use privacy tools (ad blockers, incognito mode, etc.) may not be tracked, and no Commission shall be payable in respect of transactions that cannot be attributed due to technical limitations.
• The Company makes no warranty regarding the completeness or accuracy of third-party tracking systems.
• The Company does not guarantee cross-device attribution. A Qualifying Transaction shall only be attributed if the cookie set at the time of the initial click is present on the device used to complete the transaction.
• In the event of a technical failure, outage, or error affecting the tracking system of the Platform or any other third-party system used by the Company, the Company shall not be liable for any untracked or misattributed transactions. The Affiliate expressly waives any claim arising from such technical limitations.

4.3 Prohibited Attribution Practices

The following practices are strictly prohibited and shall result in immediate termination and immediate account cancellation of this Agreement and forfeiture of all pending Commissions: and Bonus:

• Cookie Stuffing: any technique by which cookies are placed on a user’s device without a conscious, voluntary click on the Affiliate Link, including iframe-based stuffing, pop-under redirection, or automated injection.
• Forced Clicks or Click Fraud: any automated or artificial generation of clicks on Affiliate Links.
• Attribution Manipulation: any other technique designed to falsely attribute Qualifying Transactions to the Affiliate.

The Company further reserves the right to reclaim and seek reimbursement for any Commissions already paid if any of the above prohibited practices are discovered after payment has been processed, regardless of the time elapsed since such payment.

4.4 Company's Final Discretion

The Company retains sole and final discretion over all attribution determinations, Commission and Bonus approvals, fraud assessments, and transaction qualifications under this Agreement. Tracking data generated by the Platform constitutes evidence but does not in itself give rise to an automatic entitlement to Commission or Bonus. The Company's determination on any of the foregoing matters shall be final and binding on the Affiliate, who shall have no right to dispute such determination solely on the basis of Platform tracking output.

5. MARKETING AND ADVERTISING RESTRICTIONS

5.1 General Obligations

The Affiliate agrees to promote Lorka in a truthful, accurate, and responsible manner, in compliance with applicable law and the guidelines set out in this Agreement.

5.2 Prohibited Practices

The following practices are strictly prohibited:

• Brand Bidding (SEM): Affiliates may not bid on Lorka’s brand name, variations thereof, or any trademarked terms associated with Lorka in paid search advertising (including Google Ads, Bing Ads, or any other search engine advertising platform). This prohibition extends to misspellings, abbreviations, and combinations of the brand name with other terms. Affiliates must add “Lorka” as a phrase-match negative keyword for any keyword advertising campaigns.Affiliates may not run paid search campaigns targeting competitor brand terms on behalf of or in connection with the promotion of Lorka without the Company's prior written consent.
• Direct Paid Media: Affiliates may not run paid advertising campaigns on any platform (including but not limited to Meta, TikTok, YouTube, Pinterest, LinkedIn, X/Twitter, Google Ads, or Bing Ads) that promote Lorka or direct traffic to the Affiliate Link, whether directly or through any intermediary page. This prohibition applies regardless of the format of the advertisement or the nature of the landing page used.
• Spam and Unsolicited Communications: Affiliates may not promote Lorka via unsolicited emails, SMS, push notifications, or any other form of communication in violation of applicable anti-spam legislation.
• Misleading Content: Affiliates may not make false, misleading, or exaggerated claims about Lorka’s products, services, pricing, or features.Affiliates who use AI-generated content in their promotional activities remain solely responsible for ensuring that such content complies with all provisions of this Agreement, including accuracy, disclosure, and brand guidelines.
• Targeting Minors: Affiliates may not direct promotional content to individuals under the age of 18 or the legal age of majority in the applicable jurisdiction.
• Coupon, Deal, and Incentive Sites: Affiliates may not promote Lorka on coupon, deal, or discount sites, on “Get Paid To Click” or other incentivised sites, or display offer codes on public-facing pages, without Lorka’s prior written consent.

5.3 Disclosure Requirements

The Affiliate shall clearly, prominently, and unambiguously disclose their commercial relationship with Lorka in all promotional content, regardless of the medium or format used. The Affiliate is solely responsible for ensuring that such disclosure complies with all applicable laws and regulations governing advertising, marketing, and commercial communications in their jurisdiction of residence or operation, including, where applicable, the guidelines issued by the relevant regulatory authorities on endorsements, sponsored content, and native advertising. The disclosure shall be made in a manner that is easily perceptible to the user before they interact with any commercial claim or call-to-action.

The Company accepts no liability for the Affiliate's failure to comply with the disclosure obligations set out in this clause, nor for any legal, administrative, or financial consequences that such failure may generate vis-à-vis third parties, users, or regulatory authorities. Any sanction, claim, or proceeding arising from non-compliance with disclosure obligations shall fall exclusively on the Affiliate.

Failure to comply with the disclosure obligations set out in this clause may result in the immediate suspension or termination of the Affiliate's participation in the Program.

6. REFUND POLICY AND ANTI-FRAUD MEASURES

6.1 Commission Reversal on Refunds

Commissions shall be reversed if the Referred Customer exercises their statutory right of withdrawal or requests a refund within the applicable Locking Period, in accordance with Section 3.2. Once the Locking Period has expired without a refund or cancellation, the Commission is considered earned in full. No further reversal of Commission shall apply on account of any subsequent cancellation, downgrade, or churn of the Referred Customer’s subscription after the expiry of the Locking Period. This applies to both monthly, quarterly and annual plans Each Recurring Commission is linked to the specific renewal payment that generated it. If, within the Locking Period of that renewal payment, the Referred Customer exercises their right of withdrawal, requests a refund, or any other invalidation event set out in Section 3.2 occurs, that Recurring Commission shall be reversed and forfeited. Where a Commission has already been paid at the time of reversal, the amount shall be offset against future Commission payments. Where future earnings are insufficient to cover the offset, the Company reserves the right to invoice the Affiliate for the outstanding amount, which shall be due and payable within thirty (30) calendar days of issuance.

6.2 Prohibited Fraudulent Practices

The following conduct constitutes fraud and shall result in immediate and permanent termination of this Agreement, forfeiture of all accrued Commissions and Bonus, and potential legal action:

• Self-Referral: the Affiliate may not purchase Lorka subscriptions through their own Affiliate Link, directly or indirectly.
• Fabricated Transactions: any use of false identities, stolen payment information, or other deceptive means to generate artificial Qualifying Transactions.
• Incentivised Fraudulent Sign-Ups: offering cash-back, payments, or incentives to users in exchange for completing a subscription through the Affiliate Link without Lorka’s prior written consent.
• Collusion: coordinating with other affiliates or third parties to artificially inflate conversion metrics or manipulate the Program.

6.3 Fraud Detection and Audit Rights

The Company reserves the right to audit Affiliate activity at any time, with or without prior notice.Such audit shall be limited to information directly related to the Affiliate's participation in the Program, including traffic sources, promotional methods, and transaction records attributable to the Affiliate Link. The Company may use technical, analytical, or manual methods to detect fraud or non-compliance. Affiliates must cooperate with any such investigation and provide documentation upon request.The Company reserves the right to recover Commissions and Bonus paid in respect of fraudulent activity for a period of up to twenty-four (24) months from the date of payment.

6.4 Inactive Accounts

The management of inactive accounts, including any applicable inactivity thresholds, account suspension procedures, and treatment of accrued but unpaid balances, is governed by the Platform’s applicable policies. The Affiliate is referred to the Platform’s applicable policies, as published and updated from time to time, for the applicable rules. The Company shall not be liable for any account actions taken by the Platform in accordance with its own policies.

7. INTELLECTUAL PROPERTY AND BRAND USAGE

7.1 Licence Grant

Subject to the Affiliate's compliance with this Agreement, the Company grants the Affiliate a limited, non-exclusive, non-transferable, revocable licence to use the Lorka brand name, logo, and other materials made available in the Media Kit solely for the purpose of promoting the Affiliate Program during the term of this Agreement.

7.2 Restrictions on Use

• Affiliates may only use brand assets as provided in the Media Kit. Unauthorised modification, distortion, or combination with third-party materials is prohibited.
• Affiliates may not register domain names, social media handles, or any other identifiers that include the Lorka brand name or any confusingly similar variation.
• Affiliates may not use the Company’s trademarks or logos as their profile picture, header image, or within the visual branding of any social media page. Furthermore, any social media presence must clearly state in the bio or description that it is an 'Independent Affiliate Page' to avoid any implication of being an official Company channel.
• Affiliates may not use Lorka's brand assets in any manner that implies endorsement, partnership, or a relationship beyond that of affiliate marketing.
• All rights in and to the Lorka brand, trademarks, logos, and associated intellectual property remain exclusively vested in the Company .Nothing in this Agreement shall be construed as a transfer or assignment of any ownership rights. Any goodwill arising from the Affiliate's use of the Lorka Marks shall insure exclusively to the benefit of the Company.
• The Affiliate shall promptly notify the Company of any actual or suspected unauthorised use of the Lorka brand by a third party and shall reasonably cooperate with any enforcement action taken by the Company.

8. DATA PROTECTION AND PRIVACY

8.1. The Company processes personal data in connection with the Program in accordance with its Privacy Policy, available at www.lorka.ai/affiliate. The Affiliate is solely responsible for ensuring that its promotional channels comply with all applicable data protection and privacy laws, including obtaining any legally required user consent before dropping tracking cookies. The Affiliate acts as an independent data controller in respect of personal data collected through its own channels and the Company shall not be liable for the Affiliate's failure to meet any such obligations.

9. LIMITATION OF LIABILITY AND DISCLAIMER

9.1 Disclaimer of Warranty

The Program is provided on an "as is" and "as available" basis. The Company makes no representations or warranties of any kind, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. The Company does not warrant that the Program will be uninterrupted, error-free, or free from inaccuracies.

9.2 Exclusion of Liability for Technical Failures

The Company shall have no liability whatsoever for:

• Failures, errors, interruptions, or inaccuracies in third-party tracking systems, including those operated by the Platform or any other technology provider.
• Loss of tracking data, missed attributions, or Commission discrepancies caused by circumstances beyond the Company's reasonable control.
• Incompatibilities between the Affiliate's platform and the tracking technologies used by the Program.
• Any interruption or cessation of transmission to or from the Platform.

9.3 Cap on Liability

To the maximum extent permitted by applicable law, the Company's total aggregate liability to the Affiliate under or in connection with this Agreement shall be limited to actual, direct, and documented damages only, and shall not exceed the lesser of: (i) the total amount of Commissions paid to the Affiliate in the six (6) months immediately preceding the event giving rise to the claim, or (ii) USD 5,000. The Affiliate shall bear the burden of proving the existence, causation, and quantum of any such damages. This limitation shall not apply in cases of wilful misconduct or gross negligence on the part of the Company.

The foregoing limitation applies solely to the Company's liability to the Affiliate. Nothing in this Section shall limit or cap the Affiliate's liability to the Company, which shall remain unlimited.

9.4 Exclusion of Consequential Loss

To the maximum extent permitted by applicable law, the Company shall not be liable to the Affiliate for any indirect, incidental, special, consequential, or punitive damages of any kind, including but not limited to loss of profits, loss of revenue, loss of data, loss of goodwill, or loss of business opportunity, arising out of or in connection with this Agreement or the Program, regardless of the legal theory and even if the Company had reason to know of the possibility of such damages. Nothing in this clause shall limit the Affiliate's liability to the Company for any damages of any kind, including indirect, consequential, or punitive damages, arising from the Affiliate's breach of this Agreement.

9.5 Force Majeure

Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorist acts, cyberattacks, government actions, or third-party platform outages. The affected party shall notify the other as soon as reasonably practicable and shall use reasonable efforts to resume performance.

9.6 Indemnification by Affiliate

The Affiliate shall indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• The Affiliate's breach of any provision of this Agreement.
• The Affiliate's violation of any applicable law or third-party rights.
• Any content published or distributed by the Affiliate in connection with the Program.
• Any claim by a user or third party arising from the Affiliate's promotional activities.
• The Affiliate's gross negligence or wilful misconduct.
• Any unauthorised use of the Company's intellectual property, trademarks, brand assets, or any materials beyond those expressly authorised under the Media Kit.
• Any claim, fine, penalty, or regulatory proceeding brought against the Company by any data protection authority or third party arising from the Affiliate's failure to comply with applicable data protection laws in connection with its promotional activities.

10. TERM AND TERMINATION

10.1 Term and Termination for Convenience

This Agreement shall enter into force upon the Affiliate's completion of the registration process through the Platform and acceptance of these Terms and Conditions in accordance with Section 13 and 16, and shall remain in force indefinitely until terminated.

The Company may terminate this Agreement at any time with immediate effect and without prior notice, at its sole discretion.

The Affiliate may terminate this Agreement at any time by terminating their participation through the Platform. Termination by the Affiliate shall be effective immediately Notwithstanding the foregoing, the post-termination obligations set out in Section 10.3 shall apply in full from the date of termination.

10.2 Program Suspension, Modification and Discontinuation

The Company reserves the right, at any time and at its sole discretion, to suspend, modify, or permanently discontinue the Program, in whole or in part, for any business, operational, technical, financial, legal, or strategic reason, without prior notice and without liability to any Affiliate for any loss of anticipated or future Commissions. In the event of a suspension or discontinuation of the Program:

(a) No new Commissions or progress toward Bonus milestone shall accrue from the effective date of suspension or discontinuation, regardless of whether a user had previously clicked an Affiliate Link or has an active cookie at that date;

(b) Commissions and Bonus milestones already earned and approved prior to the effective date of suspension or discontinuation shall be processed and paid in accordance with the standard payment cycle;

c) Any unreached Bonus milestones (including partial sales or progress toward a milestone) shall immediately expire without entitlement to any pro-rata compensation or payment.

(d) Commissions within the Locking Period at the effective date of discontinuation shall be forfeited if the Program is permanently discontinued, or held pending resumption if the Program is suspended temporarily; and

(e) The post-termination content obligations set out in Section 10.3 shall apply in full upon permanent discontinuation.

10.3 Post-Termination Content Obligations and Licence

Upon termination of this Agreement for any reason, the Affiliate agrees to maintain all promotional content published in connection with the Program (including but not limited to blog posts, reviews, articles, videos, social media posts, and comparative content featuring Lorka) in its original published form and accessible online for a minimum period of 5 years from the date of termination (the “Content Retention Period”), unless the Company expressly requests removal in writing under the terms of this section. The Affiliate shall not amend, delete, unpublish, or otherwise alter such content during the Content Retention Period without the Company’s prior written consent. In consideration of the Commissions received under this Agreement, the Affiliate hereby grants the Company a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, display, and link to such content for the duration of the Content Retention Period, for the purpose of maintaining the integrity and continuity of the Company’s marketing presence (the “Post-Termination Licence”). The Affiliate retains full ownership of the content at all times. The Post-Termination Licence does not grant the Company any right to modify the content or present it as its own. The Company reserves the right to request the removal or amendment of any content at any time if, in its reasonable opinion, the content no longer meets the Company’s brand standards, contains inaccurate information, or is otherwise detrimental to the Company’s reputation or business. The Affiliate shall comply with any such removal request within five (5) business days of receipt. In the event that the Affiliate deletes, unpublishes, or materially alters the content during the Content Retention Period without the Company’s prior written consent, and without having received a removal request from the Company, the Affiliate shall be liable to repay to the Company the total amount of Commissions received in the twelve (12) months preceding the date of termination, together with any reasonable costs incurred by the Company as a result of such breach. The parties acknowledge that this repayment obligation constitutes a genuine pre-estimate of the loss suffered by the Company in such circumstances and not a penalty.

10.4 Immediate Termination for Cause

The Company reserves the right to terminate this Agreement with immediate effect and without prior notice in the event of:

• Any breach of the prohibited practices set out in Sections 4.3, 5.2, 6.2 of this Agreement.
• Fraud, misrepresentation, or conduct that causes or is likely to cause material harm to the Company’s reputation, brand, or business.
• Violation of any applicable law or regulation in connection with the Program.
• Insolvency, bankruptcy, or cessation of business activities by the Affiliate.
• Failure to cure a remediable breach within ten (10) business days of receiving written notice thereof.
• The Company becomes subject to, or reasonably believes it may become subject to, tax collection or withholding obligations in connection with the Affiliate's activities under this Agreement.
• Any situation in which the Company reasonably believes it may face potential claims or liability in connection with the Affiliate's participation in the Program.

10.5 Suspension

Prior to or in lieu of termination, the Company may suspend the Affiliate's account and deactivate all Affiliate Links at any time, with or without prior notice, pending investigation of any suspected breach, fraudulent activity, or non-compliant conduct. Suspension does not prejudice the Company's right to subsequently terminate this Agreement for cause. During any period of suspension, no Commissions or Bonus shall be processed or paid.

10. 6 Effects of Termination

Upon termination of this Agreement:

• All Affiliate Links shall be deactivated immediately and the Affiliate must cease all promotional activities.
• All licences granted under Section 7 shall automatically expire.
• Commissions that have passed the applicable Locking Period and are not subject to any pending investigation or dispute shall be paid in accordance with the standard payment cycle.
• Commissions within the Locking Period at the date of termination shall be forfeited if the termination is for cause under Section 10.4, or processed normally if the termination is for convenience under Section 10.1. Notwithstanding the foregoing, where termination is for cause under Section 10.4 on grounds of fraud or prohibited practices under Sections 4.3 or 6.2, all Commissions and Bonus, whether or not the Locking Period has expired, shall be withheld pending the outcome of any fraud investigation. If the investigation confirms fraudulent activity, all withheld Commissions shall be forfeited in full, without prejudice to the Company's right to recover previously paid Commissions under Section 6.3.
• Commissions accrued during any period of suspension under Section 10.5 shall be held pending the outcome of the relevant investigation and shall be forfeited in full if the investigation results in termination for cause.
• The Affiliate must promptly delete or return all Lorka brand materials.
• Sections 6.3, 7.2, 8, 9, 10.3, 10.4, 11, 12, 14 and 15 shall survive termination.

For the avoidance of doubt, no further Recurring Commission or Bonus shall accrue in respect of any Referred Customer from the effective date of termination of this Agreement (whether by the Company or by the Affiliate, and regardless of the reason), notwithstanding that such Referred Customer may continue to renew their subscription thereafter. Any progress towards a Bonus milestone not yet reached at that date is lost, without any right to a partial or pro-rata payment. This paragraph is without prejudice to the payment of Commissions and Bonuses already generated as of the effective date of termination, which shall be governed by the remainder of this Section 10.6.

11. TAX AND FISCAL OBLIGATIONS

The Affiliate is solely and exclusively responsible for determining, reporting, and fulfilling all tax, fiscal, and regulatory obligations arising from their participation in the Program and from any Commission and Bonus n income received hereunder, in accordance with the laws and regulations applicable in their jurisdiction of residence, incorporation, or operation. This includes, without limitation, income tax, value added tax, sales tax, withholding tax, social security contributions, and any other levy or charge applicable to the Affiliate's commercial activity.

All Commission and Bonus payments are processed through the Platform in accordance with Platform’s applicable payment policies. Any bank charges, transaction fees, currency conversion costs, wire transfer fees, or any other costs associated with the receipt of payment are the sole responsibility of the Affiliate. The Company shall not be liable for any deductions, withholdings, or charges applied by the Platform, any financial institution, or any payment intermediary in connection with the processing or transfer of Commission and Bonus payments.

The Company makes no representation, warranty, or assurance regarding the tax treatment of Commission and Bonus payments in any jurisdiction. The Affiliate is solely responsible for obtaining independent tax or legal advice as may be required in connection with their participation in the Program.

The Company shall bear no liability whatsoever in respect of any tax assessment, penalty, interest, or regulatory proceeding arising from the Affiliate's failure to comply with their fiscal obligations, nor in respect of any disputes between the Affiliate and any tax authority or financial institution in connection with Commission payments processed through the Platform.

12. CONFIDENTIALITY

The Affiliate acknowledges as confidential this Agreement and any information relating to the Company's business to which it has access in connection with the Program, including commission rates, performance data, commercial strategies, and user data (the "Confidential Information"). The Affiliate shall not use the Confidential Information for any purpose other than as set out in this Agreement, nor disclose it to any third party without the Company's prior written consent. This obligation shall remain in force for five (5) years following termination of the Agreement. In the event of a breach, the Company may take such legal action as it deems appropriate and claim damages accordingly.

13. MODIFICATIONS TO THE AGREEMENT

The Company reserves the right to modify these Terms and Conditions at any time, with immediate effect upon publication. Affiliates will be notified of changes via the Platform or by email. Any modification to the Commission structure shall apply only to New Customers referred after its effective date and shall not affect Commissions already accrued.Affiliates who do not accept the modified terms may terminate their participation in the Program in accordance with Section 10.1.

Referred Customers acquired by an Affiliate before the date on which the Affiliate accepts this version through the Platform (the "Transition Date") shall remain governed exclusively by the commission conditions of the previous version. They shall not generate the Initial Commission (CPA), the Recurring Commission or the Bonus set out in this version. This version shall apply only to New Customers referred from the Transition Date.

14. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Spain, without prejudice to any mandatory provisions of the law of the Affiliate's country of residence that cannot be excluded by contract. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Barcelona, Spain.

Prior to initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days from the date on which one party notifies the other of the dispute in writing. If the other party fails to respond within fifteen (15) business days of receiving the dispute notice, the notifying party may proceed directly to formal legal proceedings without waiting for the thirty (30) day period to expire.

The non-exercise by the Company of any right provided or derived from this Agreement shall not be construed under any circumstances as a waiver of those rights. The Company shall only waive its rights expressly and in writing, or by the statute of limitations, in accordance with applicable law.

15. GENERAL PROVISIONS

15.1 Notices

All formal notices under this Agreement shall be given in writing by email. Notices to the Affiliate shall be sent to the email address registered in the Platform. Notices to the Company shall be sent to affiliate@lorka.ai. Notices shall be deemed delivered on the date of sending, provided no delivery failure notification is received.

15.2 Other Provisions

• Entire Agreement: This Agreement, together with any supplementary policies communicated through the Platform, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings
• Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• No Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.
• Independent Contractors: The parties are independent contractors. Nothing in this Agreement shall create any partnership, agency, employment, or joint venture relationship between the parties.
• Assignment: The Affiliate may not assign or transfer this Agreement or any rights or obligations hereunder without the Company’s prior written consent. The Company may assign this Agreement freely, including in connection with a merger, acquisition, or sale of assets.
• Language: This Agreement is executed in English. In the event of any conflict between this Agreement and any translation thereof, the English version shall prevail.
• Feedback: Any feedback, suggestion, or improvement idea provided by the Affiliate concerning the Program may be used by the Company without restriction or compensation.

15.3 Platform Policies

The Affiliate is referred to the Platform’s terms and conditions, privacy policy, and any other applicable program policies published by the Platform operator from time to time (collectively, the “Platform Policies”), which govern all matters not expressly regulated in this Agreement that fall within the Platform’s operational scope, including without limitation payment processing, account management, data handling, and any other functionality provided through the Platform. The Company accepts no liability for any changes to the Platform Policies or for any actions taken by the Platform operator in accordance with its own rules. In the event of any conflict between this Agreement and the Platform Policies, this Agreement shall prevail to the extent of the conflict.

16. ACCEPTANCE

By registering for the Lorka Affiliate Program through the Platform and completing the acceptance step as required by the Platform (which may include ticking an acceptance checkbox or otherwise confirming agreement through the Platform’s onboarding flow), the Affiliate confirms that they have read, understood, and agreed to be bound by this Agreement in its entirety. Acceptance through the Platform shall constitute a valid, legally binding acceptance of this Agreement. The Company shall not be required to obtain a handwritten or electronic signature in addition to the Platform acceptance mechanism. A record of the Affiliate’s acceptance, including the date, version of the Agreement accepted, and the Affiliate’s account details, shall be retained by the Platform in accordance with its data retention policies.