BreakPass Affiliate Agreement

1. This agreement

1.1 This agreement is between X Labs L.L.C-FZ (“X Labs”, “we”, “us”), licence 2650741.01, registered at Meydan Grandstand, 6th floor, Nad Al Sheba, Dubai, United Arab Emirates, and you, the person or company that applies to the BreakPass Affiliate Program (the “Program”).

1.2 You accept this agreement by ticking the box on the application form and submitting it. If you apply by email instead, we send you this agreement with our approval email, and you accept it by replying that you accept it, before you start promoting. We record the version and the time. The agreement starts when we approve your application, or, for an email application, when we receive your acceptance. Electronic acceptance is binding.

1.3 You confirm that you are 18 or older, can enter a binding contract and, if you apply for a company, have authority to bind it. What you tell us in your application is true, and you keep it up to date.

1.4 This agreement includes our Privacy Policy and the rules sheet and brand pack in your affiliate dashboard. If they conflict, this agreement wins.

2. Your status

You are an independent contractor. You are not our employee, agent, partner or joint venturer, and you have no authority to bind X Labs or make promises for it. You are not exclusive: you may promote other products and we may run other programs. There is no minimum output. You decide how, when and where you promote, and you pay your own costs. We pay commission under this agreement and nothing else for your content.

You may hold one affiliate account. You are responsible for everything done with your affiliate link and your account, including by anyone you let use them. Do not share your account.

3. Approval and suspension

3.1 We review every application by hand and may approve or decline it without giving a reason. We aim to answer within 3 working days. We may ask for more information. Approval is confirmed by email.

3.2 We may suspend your affiliate links, tracking, demo balance or payouts at once if we reasonably suspect a breach of this agreement, fraud or abuse, or if a legal rule or a rule of our payment provider requires it. A suspension is not an end of this agreement. We tell you the reason where the law allows and where it does not put a review at risk.

4. Levels

4.1 The standard rate is 25% (Level 2). The other levels are Level 1 at 20% and Level 3 at 30%. We may set a different level when we approve you, and we tell you your rate in the approval email before you start promoting. Your rate is always shown in your affiliate dashboard.

4.2 We may change your level later on 30 days’ notice by email or in the dashboard (clause 14). A new rate applies to payments made after the change takes effect. Commission on earlier payments does not change.

4.3 You have no right to a particular level.

5. Links and attribution

5.1 We give you a tracked affiliate link. Use it as provided.

5.2 A customer is your “Referred Customer” if they open your affiliate link and create a BreakPass account within 90 days after that click. The first affiliate link a customer uses counts (first touch). It is locked when their account is created and cannot be changed afterwards.

5.3 An affiliate link always wins over a customer referral code, whichever came first. If a customer has both, you are credited and no referral reward is granted.

5.4 You earn nothing on your own account, or on accounts held or used by you or by a company you own or control.

5.5 Our records decide attribution. Browsers and blockers can stop tracking, and we are not liable for clicks we cannot track.

5.6 A Referred Customer gets $5 of promotional balance when their first payment is for a yearly plan, or for Pro or Team (monthly or yearly). A first monthly Starter payment does not qualify, and later payments do not qualify. If that first payment is refunded or charged back, we remove what’s left of the $5. That is our cost and is not deducted from your commission.

6. Commission

6.1 We pay commission at your level’s rate on the Net Revenue of every payment a Referred Customer makes in the 12 months from that customer’s first payment. That covers plan payments (monthly or yearly), renewals, upgrades and top-ups. Payments after those 12 months earn nothing.

6.2 “Net Revenue” is, for each payment: the price the customer paid, excluding taxes, minus any refund or chargeback on it. A refund of unused balance counts as a refund. Nothing is payable on promotional balance, demo balance or any balance we grant without payment. Commission is paid by X Labs from its own funds, separately from customer payments.

6.3 A yearly plan payment earns its commission in full, as one payment.

6.4 Commission is pending for 30 days after the customer’s payment. After that it is approved, unless the payment has been refunded, charged back or disputed, or is on hold under 6.5.

6.5 If we are reviewing possible breach, fraud or abuse linked to your account or to your Referred Customers, we may hold the related commission, and your payouts if needed, until the review ends. We aim to finish within 60 days. If we find nothing, we release what is due.

7. Payment, tax and VAT

7.1 We pay approved commission on the 1st of each month (UTC), in US dollars, through our affiliate platform, Rekomi, and its payout methods (for example PayPal, Stripe or bank transfer). We pay once your approved commission reaches $50. Smaller amounts carry forward.

7.2 Before your first payout you give us a tax form through Rekomi: a W-9 if you are a US person, otherwise a W-8BEN (a W-8BEN-E for a company). We may hold a payout until we have it.

7.3 Commission is exclusive of VAT and similar taxes. You are responsible for all taxes on what you earn, and you tell us your tax status and any tax number. Where the law makes us account for tax on your services (for example under a reverse charge), we do so and it does not reduce your commission. If the law requires us to withhold tax from a payment, we do and tell you.

7.4 Before your first payout, Rekomi’s payout partners check your identity and tax form. If we reasonably ask, you also show that you own or control the channels you listed. We may hold payouts until both are done. We don’t keep copies of your ID documents.

8. Refunds, chargebacks and set-off

8.1 If a payment is refunded, charged back or disputed within 12 months after it was made, we deduct the commission on it. This includes a refund of unused balance.

8.2 If we already paid that commission, we deduct it from your future commission. The amount carries forward until it is covered. If this agreement ends while you owe us an amount, you repay it within 30 days of our request.

8.3 We may set off any amount you owe us under this agreement against commission we owe you.

8.4 If refunds, chargebacks and disputes make up more than 10% of the payments your Referred Customers made in any 90 days (counting at least 20 payments), we may hold your payouts, suspend you or end this agreement.

9. Demo balance

9.1 So that you can try BreakPass and show it, we give you demo balance: $10 when we approve you, and $15 more when your first piece of content goes live with your affiliate link (you send us the link, we check it). Level 3 affiliates get $15 more in each month in which they publish at least one piece with their affiliate link.

9.2 Demo balance works only for alerts to verified phone numbers. Without a plan, that is one verified number: your own or one you invited, whose holder has verified it and agreed to get your alerts. You may verify a number before making any payment.

9.3 Demo balance is promotional balance. It has no cash value, cannot be transferred, sold or given to your audience, is never refunded, and earns no commission. It expires 6 months after it’s added. We show the expiry date, in capital letters, when we add it and in Billing. We use your monthly plan allowance first, then promotional balance, then top-ups.

9.4 We may withhold or remove demo balance if you misuse it or break this agreement. Our Terms of Service apply to your use of BreakPass.

9.5 You can use demo balance without a plan. Without a plan it sends alerts to one verified number (9.2), until it runs out or expires. After that, you need a plan to keep sending alerts. If you have a plan, demo balance is used after your monthly allowance and before top-ups.

10. How you promote BreakPass

10.1 Disclosure is your duty. Tell your audience clearly that you earn commission on the links you share, in the way the rules where you publish and where your audience lives require. That includes the US Federal Trade Commission rules, the UK ASA and CMA rules and the local rules of your own country. Put “ad” or “paid link” next to the link, where people see it before they click. In video or audio, say it out loud near the start. A disclosure only in a footer, a bio or a description box is not enough. We may review your content and ask you to change it. A review is not an approval, and you stay responsible for what you publish.

10.2 Say only what is true. Describe BreakPass only with claims published on breakpass.ai or in the rules sheet. Do not:

• invent testimonials, or say or imply you have used BreakPass or had an experience when you have not;
• promise “guaranteed delivery” or that BreakPass will always reach someone;
• make income or earnings claims;
• describe promotional or demo balance as costing nothing, as a gift, as cash, or as something that can be paid out.

10.3 You must not present BreakPass as an emergency or life-safety service, or suggest that anyone can rely on it in an emergency.

10.4 Do not offer or accept anything in return for a review that expresses a particular sentiment. We never tie commission or balance to reviews or ratings.

10.5 If we ask you to correct or remove content that breaks this agreement or the law, you do so within 48 hours. We may suspend your links, hold commission linked to that content and end this agreement.

11. Prohibited methods

11.1 You must not:

• bid on the brand keywords “BreakPass” or “breakpass.ai”, or close variants, in paid search or ads;
• post links or codes on coupon, cashback or incentive sites, or offer or pay your audience anything to click, sign up or pay;
• send spam or unsolicited messages;
• use cookie stuffing, bots, scripts, auto-posting, browser extensions, redirects that hide the real link (cloaking), fake or bought traffic, or any method that sets your tracking without a real click by a real person;
• refer yourself;
• recruit or pay sub-affiliates;
• impersonate BreakPass, X Labs or anyone else, run a look-alike site, or call yourself an official partner or representative of BreakPass;
• promote BreakPass on adult or NSFW content, or on gambling or prediction-market content;
• promote BreakPass on trading, crypto, forex, investment or financial-advice content, or present BreakPass as a trading, investing or financial tool;
• use “get rich quick” or “make money with AI” angles or audiences.

11.2 UAE. The program isn't open to UAE residents.

11.3 Commission from prohibited conduct is not payable, and we may reverse it.

12. Brand license

We give you a limited, non-exclusive, non-transferable and revocable license to use the BreakPass name, logo and brand pack to promote BreakPass under this agreement. Do not change them. Do not register domains or social handles that contain BreakPass. Goodwill from your use belongs to X Labs. The license ends when this agreement ends.

13. Sanctions

You confirm that you are not on a sanctions list and are not in, ordinarily resident in or organized in a country or territory under comprehensive sanctions (at the date of this agreement: Cuba, Iran, North Korea, Syria, Crimea, Donetsk and Luhansk). We also don’t accept affiliates who live in, or are organized in, Belarus or Russia. We screen affiliates at approval and before each payout. We may withhold payment, block your account, and report to the authorities where the law requires.

14. Changes to the Program

We may change this agreement, the rates or the Program on 30 days’ notice by email or in the dashboard. Changes required by law may apply sooner. If you do not agree, end the agreement before the change takes effect. If you keep promoting after it, you accept the change.

15. Ending this agreement

15.1 Either of us may end this agreement at any time by notice. Tracking for new customers stops at once.

15.2 If we end it for breach or fraud, you forfeit the commission linked to the breach or fraud. We may hold the rest while we review, and we pay what is due once the review ends.

15.3 Otherwise we pay commission on payments received before the end date once it is approved, and we pay any amount below the $50 minimum on request. Later payments earn nothing.

15.4 When this agreement ends, or on our request after a suspension, you remove your affiliate links and stop using the BreakPass name and brand pack within 7 days.

15.5 Clauses 8, 10, 15.4, 16, 18 and 19 continue after the agreement ends.

16. Confidentiality

Keep confidential anything we share that is not public: the dashboard, unreleased features, and the terms of any individual arrangement. Use it only for the Program. This does not apply to information that is public, that you already knew, or that the law requires you to disclose. It lasts for 2 years after the agreement ends.

17. Data protection

Our Privacy Policy explains how we use your data. We use your application and payout data to run the Program, to screen for sanctions, to check identity, to handle tax and to pay you. Unapproved applications are deleted after 12 months. Payout and tax records are kept for 7 years. Our affiliate platform, Rekomi, acts as our processor. You do not send us personal data of your audience, and we do not give you personal data of customers: you see only click, sign-up and commission figures. Each of us follows the data protection laws that apply to us.

18. Liability and indemnity

18.1 The Program is offered as it is. We do not promise you any number of customers or any earnings.

18.2 To the extent the law allows, we are not liable for indirect or consequential loss. Our total liability to you under this agreement is limited to the commission we paid you in the 12 months before the claim. Nothing limits liability that cannot be limited by law.

18.3 You indemnify X Labs against claims, fines and costs that arise from your content, your promotion of BreakPass, or your breach of this agreement.

19. Governing law and disputes

19.1 This agreement is governed by the law of England and Wales.

19.2 If a dispute arises, either of us gives written notice and we negotiate in good faith for 30 days.

19.3 If it is not resolved, the courts of England and Wales have exclusive jurisdiction.

19.4 X Labs may seek injunctive relief in any court that has jurisdiction.

20. General

This agreement is the whole agreement about the Program. You may not assign it; we may assign it to a successor. If a clause is unenforceable, the rest stays in force. A delay in enforcing a right is not a waiver. Notices go by email to the address on your application and to hello@breakpass.ai. The English text prevails.