Affiliate Programme Agreement

1.1. LuxRepetitor is an educational technology platform operated by MB “Luxagente”, providing the AI Tutor as a standalone digital learning service and technological solutions for interaction between students and independent Tutors, including lesson booking and related Platform functionality.

1.2. This Agreement governs the Affiliate’s participation in the LuxRepetitor Affiliate Programme.

1.3. The Affiliate Programme enables the Affiliate to recommend eligible Platform products and services to potential Users and receive commission in accordance with this Agreement.

1.4. This Agreement does not create an employment, partnership, representation, agency, franchise, joint venture or similar relationship between Luxagente and the Affiliate.

1.5. The Affiliate acts independently, in their own name and at their own responsibility. The Affiliate has no authority to enter into agreements, assume obligations, make binding statements or otherwise act on behalf of MB “Luxagente” unless expressly authorised in writing by Luxagente.

2.1. The Affiliate may promote and recommend eligible Platform products and services using:

a unique Affiliate link;

an Affiliate code;

advertising banners supplied or approved by the Platform;

2.2. The Affiliate Programme applies exclusively to eligible AI Agent / AI Tutor products and subscriptions expressly included in the Affiliate Programme.

2.3. One-to-one lessons provided by independent Tutors (Live Tutor), including individual lessons, lesson packages and other payments relating to such tutoring services, are not eligible for Affiliate commission. No L1 or L2 Affiliate commission is calculated or payable on such payments.

2.4. The Platform may add new products or services to the Affiliate Programme in the future. Commission on any new product or service is calculated only where the Platform expressly identifies that product or service as eligible for Affiliate commission.

2.5. The Platform may provide the Affiliate with a unique Affiliate link, Affiliate code, advertising banners and other technical or promotional tools used to identify and attribute Users invited by the Affiliate.

3.1. Both natural persons and legal entities may participate in the Affiliate Programme, subject to the requirements of this Agreement and applicable law.

3.2. During registration, the Affiliate must provide accurate, complete and up-to-date information.

3.3. The Affiliate is responsible for keeping their registration, contact and payment information up to date.

3.4. The Platform may refuse registration, request reasonable verification information, or suspend an Affiliate account where false or misleading information has been provided, the Affiliate Programme is being abused, or this Agreement or applicable law has been materially breached.

4.1. The Affiliate has the right to use their Affiliate link, Affiliate code, advertising banners supplied by the Platform and other permitted promotional materials for the purpose of promoting eligible Platform products and services.

4.2. The Affiliate undertakes to:

promote LuxRepetitor honestly and lawfully;

comply with applicable advertising, consumer protection, electronic communications and other applicable laws;

not use false, deceptive or misleading advertising;

not make guarantees concerning learning results or other results that have not been expressly authorised by Luxagente;

not infringe copyright, trade marks or other intellectual property rights;

not harm or deliberately misuse the reputation of LuxRepetitor;

clearly identify advertising, sponsored or Affiliate content where such disclosure is required by applicable law;

4.3. The Affiliate acts in their own name and at their own responsibility.

4.4. The Affiliate must not represent themselves as an employee, agent, official representative or authorised sales representative of MB “Luxagente” unless Luxagente has expressly authorised such representation in writing.

5.1. Commission System 5.1.1. L1 Commission. The Affiliate is paid a 15% commission on eligible AI Agent / AI Tutor product and subscription payments made by a User directly invited by the Affiliate and attributed to that Affiliate under the Platform’s Affiliate system. The L1 commission is calculated for a period of 12 months from that User’s first successful eligible payment. 5.1.2. L2 Commission. The Affiliate is paid a 10% commission on eligible AI Agent / AI Tutor product and subscription payments made by a second-level User. For the purposes of this Agreement, a second-level User means a User invited by an Affiliate who was directly invited by and attributed to the first Affiliate in accordance with the Platform’s Affiliate system. The L2 commission is calculated for a period of 12 months from that second-level User’s first successful eligible payment. 5.1.3. After the applicable 12-month commission period expires, commission is no longer calculated on later payments made by that specific User, even if the User continues to use LuxRepetitor or purchase eligible products or subscriptions. 5.1.4. L1 and L2 commissions apply only to eligible AI Agent / AI Tutor products and subscriptions. Payments for Live Tutor one-to-one lessons or lesson packages do not generate L1 or L2 commission.

5.2. Attribution of a User to an Affiliate 5.2.1. A new User is attributed to an Affiliate where, at the time of registration on the Platform, a valid Affiliate link or Affiliate code belonging to that Affiliate applies. The Affiliate link may be shared directly or used through banners or other promotional tools supplied or permitted by the Platform. 5.2.2. Once a User has been attributed to a specific Affiliate under the Platform’s Affiliate system, that attribution is permanent and is not subsequently changed, except in cases of technical error, fraud, abuse or other objectively justified circumstances. 5.2.3. A User already attributed to one Affiliate may not later be attributed to another Affiliate merely because the User subsequently clicks another Affiliate’s link or banner or uses another Affiliate’s code. 5.2.4. Permanent attribution of a User to an Affiliate does not entitle the Affiliate to receive commission indefinitely. Commission is calculated only during the applicable 12-month period specified in Section 5.1. 5.2.5. An Affiliate code may provide a new User with a discount determined by the Platform. The specific discount and its conditions are presented on the Platform or through the relevant promotional offer. 5.2.6. A discount granted through an Affiliate code does not entitle the User to change the Affiliate to whom the User has previously been attributed. 5.2.7. After the 12-month commission calculation period applicable to a specific User expires, that User remains attributed to the same Affiliate, but no commission is calculated on later payments by that User. Use of another Affiliate’s link, banner or code at a later time does not start a new 12-month commission period.

5.3. Commission Calculation Base 5.3.1. Commission is calculated on the final amount actually paid by the User for an eligible AI Agent / AI Tutor product or subscription after all applicable discounts, including VAT where VAT forms part of the amount charged to the User. 5.3.2. For the avoidance of doubt, no commission is calculated on payments for:

Live Tutor one-to-one lessons;

lesson packages provided by independent Tutors;

refunded payments;

cancelled or voided payments;

unpaid orders;

fictitious registrations or transactions;

dishonest, abusive or fraudulent activity;

purchases made by the Affiliate through their own Affiliate link;

purchases made by the Affiliate using their own Affiliate code for the purpose of obtaining commission;

5.4. Commission Confirmation 5.4.1. Following an eligible User payment, the corresponding commission is initially recorded as pending commission. 5.4.2. If, within 30 calendar days from the payment date, the relevant payment has not been refunded, cancelled, disputed by chargeback or otherwise reversed, the commission becomes confirmed commission and may be included in the next applicable commission payout. 5.4.3. If a payment on which commission was calculated is later refunded in full or in part, cancelled, disputed by chargeback or otherwise reversed, the corresponding commission is cancelled or adjusted proportionally. 5.4.4. If the corresponding commission has already been paid to the Affiliate, the relevant amount may be deducted from future commission payable to the Affiliate, to the extent permitted by applicable law.

5.5. Changes to Commission Rates 5.5.1. The Platform may establish different commission rates for Affiliates who register in the future. 5.5.2. Changes to commission rates or calculation procedures applicable to existing Affiliates shall be made in accordance with Section 12 of this Agreement.

6.1. Accumulated and confirmed commission is paid once per month, on the 15th day of each month, provided that the confirmed commission has reached the minimum payout threshold specified in Section 6.2. If the 15th day falls on a non-working day, payment is made on the nearest following working day.

6.2. The minimum commission payout amount is EUR 50.

6.3. If, on the applicable payout date, the Affiliate’s accumulated and confirmed commission is less than EUR 50, the amount is not cancelled and is automatically carried forward to the next payout period until the minimum payout threshold is reached.

6.4. Commission is paid to the bank account specified by the Affiliate. The Affiliate is responsible for providing accurate and up-to-date payment details.

6.5. The Affiliate is solely responsible for registering their activity where such registration is required and for declaring income, calculating and paying income taxes, VAT where applicable, social contributions and any other taxes or mandatory charges relating to commission received, in accordance with the laws applicable to the Affiliate.

6.6. Where required by applicable law, Luxagente may request information or documentation reasonably necessary for accounting, tax, payment or compliance purposes before making a commission payout.

7.1. The Affiliate is prohibited from: using the LuxRepetitor name, trade marks, logos or other branding in a manner that creates the false impression that the Affiliate is an employee, agent or official representative of LuxRepetitor;

distributing false, misleading or materially inaccurate information about the Platform or its products and services;

making unauthorised guarantees concerning educational, financial or other results;

creating fictitious or fraudulent accounts;

promoting the Platform by unlawful, deceptive or fraudulent means;

infringing copyright, trade marks or other intellectual property rights;

using their own Affiliate link or Affiliate code for their own purchases in order to obtain commission;

manipulating or attempting to manipulate User attribution;

generating artificial clicks, registrations, transactions or other activity for the purpose of obtaining commission;

concealing the commercial or Affiliate nature of promotional content where disclosure is required by applicable law;

7.2. Where the Platform reasonably identifies activity that may constitute fraud, manipulation or material abuse of the Affiliate Programme, it may temporarily suspend the relevant commission while the matter is reviewed.

7.3. Commission relating to confirmed fraudulent, fictitious, manipulated or otherwise ineligible transactions is not payable.

8.1. All intellectual property rights in the LuxRepetitor Platform, including its name, logos, trade marks, design, software code, AI Tutor, databases, technologies and other intellectual property created or owned by Luxagente, belong to MB “Luxagente” or the relevant lawful rights holders.

8.2. The Affiliate may use promotional materials supplied by the Platform, including Affiliate banners, logos and other approved materials, solely for the purposes of participating in the Affiliate Programme and in accordance with this Agreement.

8.3. Participation in the Affiliate Programme does not transfer ownership of any Luxagente intellectual property to the Affiliate.

8.4. Upon termination of participation in the Affiliate Programme, the Affiliate must cease using Affiliate Programme materials and any LuxRepetitor intellectual property to the extent that such use was authorised solely under this Agreement.

9.1. The Affiliate’s personal data is processed in accordance with the LuxRepetitor Privacy Policy and applicable data protection law.

9.2. The Platform processes Affiliate data necessary for purposes including:

registration and management of the Affiliate account;

administration of the Affiliate Programme;

User attribution;

commission calculation and confirmation;

commission payouts;

fraud and abuse prevention;

accounting, tax and legal compliance;

9.3. More detailed information regarding the purposes and legal bases of processing, retention periods, recipients and the Affiliate’s data protection rights is provided in the LuxRepetitor Privacy Policy.

10.1. To the extent permitted by applicable law, the Platform is not liable for losses arising solely from:

loss of expected profit or expected commission that had not lawfully accrued;

the results or effectiveness of the Affiliate’s promotional activities;

the operation, availability, policies or actions of third-party advertising or social media platforms;

internet connection failures or disruptions outside the Platform’s reasonable control;

failure or improper functioning of equipment, software or services used by the Affiliate;

force majeure circumstances;

10.2. The Platform does not guarantee that participation in the Affiliate Programme will generate any particular number of Users, sales, transactions or amount of commission.

10.3. To the maximum extent permitted by applicable law, the Platform’s aggregate liability arising out of or in connection with the Affiliate Programme shall not exceed the total commission accrued to the Affiliate during the three months immediately preceding the event giving rise to the claim.

10.4. Nothing in this Agreement excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited under applicable law.

11.1. This Agreement enters into force when the Affiliate registers in the Affiliate Programme and properly confirms acceptance of this Agreement through the Platform.

11.2. The Affiliate may terminate participation in the Affiliate Programme at any time by deleting their Affiliate account, where such functionality is available, or by notifying the Platform.

11.3. The Platform may suspend or terminate the Affiliate’s participation where the Affiliate materially breaches this Agreement, abuses the Affiliate Programme, engages in fraudulent activity or violates applicable law.

11.4. Upon termination, lawfully accrued and confirmed commission earned up to the date and time of termination is paid to the Affiliate even if the amount is below the EUR 50 minimum payout threshold specified in Section 6.2, except where fraud, abuse or another material breach affecting entitlement to the relevant commission has been established.

11.5. If the Affiliate account contains pending commission on the date of termination, the applicable 30-calendar-day confirmation period continues. After that period, commission that becomes lawfully confirmed is paid to the Affiliate even if it is below the minimum payout threshold specified in Section 6.2. This provision does not apply to commission cancelled or adjusted due to a refund, cancellation, chargeback, fraud, abuse, fictitious transaction or another material breach affecting entitlement to the relevant commission.

11.6. From the moment this Agreement is terminated, no new commission is calculated for the Affiliate, including on payments subsequently made by Users previously attributed to that Affiliate. The Affiliate retains only the right to commission lawfully accrued before termination and subsequently confirmed in accordance with Sections 11.4 and 11.5.

11.7. Termination of this Agreement does not affect provisions which, by their nature, are intended to remain applicable after termination, including provisions relating to outstanding commission, intellectual property, liability, fraud prevention, personal data and dispute resolution.

12.1. The Platform may update this Agreement where necessary due to:

changes to the Affiliate Programme;

changes to Platform functionality;

changes in applicable law;

security or fraud-prevention requirements;

changes to eligible products or services;

changes to commission calculation or payout procedures;

12.2. The updated version of this Agreement will be published on the Platform.

12.3. If a change materially affects the Affiliate’s rights or obligations, the Affiliate will be informed in advance within a reasonable period before the relevant change takes effect, where appropriate or required by applicable law.

12.4. If the Affiliate does not agree to a material amendment, the Affiliate may terminate participation in the Affiliate Programme before the amendment takes effect.

12.5. Continued participation in the Affiliate Programme after an amendment has taken effect constitutes acceptance of the updated Agreement, subject to applicable law.

13.1. This Agreement is governed by the laws of the Republic of Lithuania.

13.2. Any dispute arising out of or in connection with this Agreement shall first be addressed through negotiations where appropriate.

13.3. If no agreement can be reached, disputes shall be resolved by the competent courts of the Republic of Lithuania, subject to any mandatory jurisdiction rules applicable under law.

13.4. If any provision of this Agreement is found to be invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions.

13.5. Failure by the Platform to exercise a right under this Agreement in a particular case does not constitute a waiver of that right.

13.6. This Agreement, together with the Platform rules expressly applicable to the Affiliate Programme and the LuxRepetitor Privacy Policy, constitutes the terms governing the Affiliate’s participation in the Affiliate Programme. Platform Details MB “Luxagente” Legal entity registration number: 307409593 Address: Z. Gerulaičio g. 4-34, LT-45391 Kaunas, Lithuania Email: info@luxrepetitor.ai Website: luxrepetitor.ai