DirecutAI Creator Program Agreement
Version
This Creator Program Agreement (the "Agreement") is entered into between DirecutAI (the "Company") and the individual or entity submitting an application to the DirecutAI Creator Program (the "Participant"). By submitting an application the Participant acknowledges having read, understood and accepted each of the provisions set out below, together with the Company's Terms of Service and Privacy Policy, each of which is incorporated herein by reference and forms an integral part hereof.
1. Definitions and Interpretation
1.1 Defined Terms. "Referral Link" means the uniform resource locator assigned to the Participant upon acceptance of an application, incorporating the alphanumeric identifier selected by the Participant during the application process. "Referred User" means a natural or legal person who first accesses the Company's services by means of the Referral Link and who thereafter completes registration of an account. "Qualifying Payment" means a payment rendered by a Referred User to the Company in consideration of the Company's services, which has been received, cleared and not subsequently reversed, refunded, charged back or otherwise rendered void. "Commission" means the sum calculated by reference to a Qualifying Payment in accordance with Section 4. "Attribution Window" and "Earning Window" have the meanings given in Sections 3.4 and 3.5 respectively.
1.2 Construction. Headings are inserted for convenience only and shall not affect the construction of this Agreement. Words importing the singular include the plural and vice versa. Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. References to a statute or statutory provision are references to it as amended, extended or re-enacted from time to time.
1.3 Order of Precedence. In the event of any conflict or inconsistency between the provisions of this Agreement and any other document, communication or representation, whether written or oral, the provisions of this Agreement shall prevail, save where the Company has expressly agreed otherwise in a writing signed by an authorised representative of the Company and referring specifically to the provision to be varied.
2. Eligibility, Application and Acceptance
2.1 Eligibility. Participation is open to holders of a DirecutAI account who are of the age of majority in their jurisdiction of residence and who possess the legal capacity to enter into binding contracts. The Participant represents and warrants that all information furnished in the course of application, including without limitation the social media identifier nominated as the Participant's principal channel, is accurate, current and complete, and undertakes to maintain it as such.
2.2 Selection of Identifier. The alphanumeric identifier requested by the Participant is allocated on a first-come, first-served basis and is subject to availability at the moment of acceptance. Allocation confers no proprietary right, title or interest in the identifier, which remains at all times the property of the Company. The Company reserves the right to withhold, reallocate or require the substitution of any identifier which in its sole discretion is misleading, offensive, infringing of third-party rights, or liable to be confused with the Company, its personnel or its affiliates.
2.3 Review. Applications are subject to review. Any indication of expected review duration communicated to the Participant is an estimate offered for convenience and constitutes neither a representation nor an undertaking as to the time within which any particular application will be determined. The Company is under no obligation to give reasons for the refusal of an application.
2.4 One Account, One Participation. A Participant may hold one participation only. The operation of multiple accounts, whether directly or through any person acting at the Participant's direction, for the purpose of obtaining more than one participation or of obtaining Commission on payments made by the Participant or by any person connected with the Participant, constitutes a material breach of this Agreement.
3. Attribution
3.1 Mechanism. Attribution is effected by the Company's systems at the time an account is created and is recorded against the Referred User on a permanent basis. The determination of the Company's systems as to whether attribution has occurred, and to whom, shall be conclusive save in the case of manifest error.
3.2 Exclusivity and Priority. A Referred User may be attributed to one Participant only. Where a person accesses the Company's services by means of more than one Referral Link prior to registration, attribution is made to the Referral Link recorded first. No Participant acquires any right in respect of a person already attributed to another Participant, notwithstanding any subsequent interaction between that person and the Participant.
3.3 Exclusions. No attribution arises in respect of: (a) an account held by the Participant; (b) an account which existed prior to the first access by means of the Referral Link; (c) an account created by means of a Referral Link which was, at the material time, suspended, withdrawn or not yet accepted; or (d) an account created in circumstances which the Company reasonably considers to involve automation, incentivised registration, or any arrangement whereby a person is compensated, whether in money or in kind, for the act of registration itself.
3.4 Attribution Window. A Referred User must render their first Qualifying Payment within the period stated on the Creator Program page as the attribution window, calculated from the date of registration. Where no Qualifying Payment is rendered within that period, the attribution lapses and no Commission shall become payable in respect of that Referred User at any time thereafter, notwithstanding any payment subsequently made.
3.5 Earning Window. Where a first Qualifying Payment is rendered within the attribution window, each further Qualifying Payment rendered by that Referred User within the earning window stated on the Creator Program page, calculated from the date of registration, shall give rise to a Commission. Payments rendered after the expiry of the earning window give rise to no Commission, irrespective of the continuation of the Referred User's relationship with the Company.
4. Commission
4.1 Calculation. Commission is calculated as the applicable percentage of the net amount actually received by the Company in respect of a Qualifying Payment, exclusive of taxes, duties and levies of any nature, and after deduction of any discount, promotional credit or price adjustment applied to that payment. Commission is computed in United States dollars and rounded down to the nearest cent.
4.2 Applicable Rate. The applicable percentage is that corresponding to the Participant's tier at the moment the Commission is recorded, determined by reference to the number of Referred Users who had rendered a first Qualifying Payment prior to that moment. A change of tier operates prospectively only. No Commission already recorded shall be recalculated by reason of a subsequent change of tier, and no Participant shall have any claim in respect of the difference.
4.3 Single Commission per Payment. Each Qualifying Payment gives rise to one Commission and one only. Where by reason of system error, duplication or any other cause a Commission is recorded more than once in respect of the same payment, the Company may correct the record at any time and the corrected record shall be conclusive.
4.4 Reversal. Where a payment in respect of which Commission has been recorded is subsequently refunded in whole or in part, reversed, charged back, or determined by the Company to have been procured by fraud, error or breach of the Company's Terms of Service, the corresponding Commission shall be cancelled. Where the Commission has already been disbursed, the amount thereof shall constitute a debt due from the Participant to the Company and may be set off against any sum otherwise payable to the Participant.
4.5 No Guarantee. Any projection, illustration, calculator or example of potential earnings made available by the Company, whether on the Creator Program page or otherwise, is illustrative only. It assumes, among other things, the continuation of subscriptions without cancellation and the absence of refunds, and it does not constitute a representation, warranty, projection or guarantee of any kind as to the earnings that will in fact be achieved by any Participant.
5. Promotion and Conduct
5.1 Permitted Promotion. The Participant may promote the Company's services through channels operated or controlled by the Participant, including the channel nominated at application, and through such other channels as are consistent with this Agreement and with applicable law.
5.2 Prohibited Conduct. The Participant shall not: (a) distribute the Referral Link by unsolicited electronic communication, or by any means which would contravene applicable law governing direct marketing; (b) bid on, register or use the Company's name or marks, or any confusingly similar term, in paid search, domain names, application names or social media handles; (c) represent themselves as an employee, agent or official representative of the Company, or as authorised to bind the Company; (d) make any statement as to the Company's services, pricing, capabilities or affiliations which is inaccurate, misleading or incapable of substantiation; (e) place the Referral Link on any site or channel containing unlawful material, material infringing the rights of third parties, or material of a kind liable to bring the Company into disrepute; or (f) employ any automated means, incentive scheme, cookie-stuffing technique or other artifice to generate registrations or attributions.
5.3 Disclosure. The Participant is solely responsible for making such disclosure of the commercial nature of the relationship as is required by the law and by the advertising codes applicable in each jurisdiction in which the Participant promotes, including without limitation any obligation to identify promotional content as such.
5.4 Use of Marks. The Company grants the Participant a revocable, non-exclusive, non-transferable and non-sublicensable licence to use the Company's name and logotype solely for the purpose of promotion under this Agreement and solely in the form made available by the Company. The licence terminates automatically upon termination of this Agreement. All goodwill arising from such use accrues to the Company.
6. Payout
6.1 Threshold. A payout may be requested once the Participant's available balance equals or exceeds the minimum stated on the Creator Program page. Balances below that threshold are carried forward without limit of time and without interest.
6.2 Request and Settlement. Upon request, the Commissions comprised in the request are frozen and the request is placed in the settlement queue. Commissions recorded after the moment of request are not comprised in it and are carried into the next available balance. Settlement is effected manually and within a reasonable period. No interest accrues on any sum at any time, whether before or after the making of a request.
6.3 Payment Particulars. The Participant is solely responsible for the accuracy of the payment particulars furnished. The Company shall bear no liability for any sum remitted in accordance with particulars furnished by the Participant, notwithstanding that those particulars were inaccurate, incomplete or out of date, and a remittance so made shall discharge the Company's obligation in respect of the sum remitted.
6.4 Remittance and Corridor Charges. Settlement to Participants whose jurisdiction of residence is other than the United States, Canada, the United Kingdom or Australia is effected through correspondent channels and may accordingly be subject to intermediary, corridor, conversion and compliance charges applied at or before the point of remittance, the incidence and magnitude of which vary by corridor and counterparty, are determined on a confidential basis and are not separately itemised. The disbursement instruments made available to a Participant may likewise vary by jurisdiction and are subject to change without notice.
6.5 Taxes. All sums are stated gross of any tax. The Participant is solely responsible for the determination, declaration and discharge of any income tax, value added tax, sales tax, social contribution or other impost arising in respect of sums received under this Agreement, and for any registration or filing obligation connected therewith. The Company may withhold from any sum such amount as it is required to withhold by applicable law, and may require the furnishing of such tax documentation as it reasonably considers necessary before effecting settlement.
6.6 Dormancy. Where a Participant's account has been closed, or where the Company has been unable to effect settlement by reason of the Participant's failure to furnish valid particulars, and a period of twelve months has elapsed from the Company's last attempt to make contact at the address of record, any remaining balance may be forfeited to the extent permitted by applicable law.
7. Data and Privacy
7.1 Information Furnished to the Participant. The Company furnishes to the Participant aggregate and pseudonymised information concerning attributions and Commissions. The Participant acknowledges that the identity and contact particulars of Referred Users are not disclosed and shall make no attempt to identify, contact or solicit any Referred User by reference to information furnished under this Agreement.
7.2 Information Furnished by the Participant. Information furnished by the Participant in the course of application and settlement is processed by the Company for the purposes of administering the Creator Program, effecting settlement and discharging the Company's legal obligations, in accordance with the Company's Privacy Policy.
8. Suspension, Withdrawal and Termination
8.1 Termination by the Participant. The Participant may terminate this Agreement at any time by written notice to the Company. Termination does not of itself extinguish a Commission properly recorded before the effective date of termination.
8.2 Suspension and Withdrawal. The Company may at any time and in its sole discretion suspend or withdraw a Referral Link, suspend the recording of Commission, withhold settlement pending investigation, or terminate this Agreement, in each case with or without notice, where it reasonably considers that the Participant has breached this Agreement or that the integrity of the Creator Program is or may be compromised.
8.3 Effect of Breach. Where the Company determines that a Participant has engaged in conduct prohibited by Section 5.2 or has procured attribution otherwise than in accordance with Section 3, the Company may cancel any or all Commission recorded in respect of that Participant, whether or not the individual attribution concerned is shown to have been affected by the conduct in question.
8.4 Survival. Sections 1, 4.4, 6.3 to 6.6, 7, 8.3, 9 and 10 survive termination of this Agreement howsoever arising.
9. Liability and Indemnity
9.1 Independent Contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship between the parties. The Participant acts at all times as an independent contractor and has no authority to make any representation, warranty or commitment on behalf of the Company.
9.2 Service Availability. The Company gives no undertaking as to the continuous availability of the Creator Program, the Referral Link, the reporting interface or any part thereof, and shall have no liability in respect of any interruption, defect, delay or loss of data affecting the recording of attributions or Commission, save to the extent that such liability cannot be excluded by applicable law.
9.3 Limitation. To the maximum extent permitted by applicable law, the aggregate liability of the Company to the Participant under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Commission properly recorded and unpaid at the date on which the liability arose. The Company shall in no circumstances be liable for loss of profit, loss of anticipated earnings, loss of opportunity, loss of goodwill or any indirect or consequential loss.
9.4 Indemnity. The Participant shall indemnify and hold harmless the Company, its officers, employees and affiliates against all claims, demands, proceedings, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any breach by the Participant of this Agreement, any promotional statement made by the Participant, or any failure by the Participant to comply with any applicable law or advertising code.
10. General
10.1 Variation. The Company may vary the terms of this Agreement, including the applicable rates, tiers, thresholds and windows, at any time. Variations take effect upon publication and apply to Commission recorded thereafter. Continued participation following publication constitutes acceptance of the variation. Commission already recorded is unaffected.
10.2 Assignment. The Participant may not assign, novate, charge or otherwise deal in this Agreement or any right arising under it without the prior written consent of the Company. The Company may assign or novate this Agreement freely.
10.3 Entire Agreement. This Agreement, together with the documents incorporated by reference in the preamble, constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior arrangements, understandings and representations, whether written or oral. Each party acknowledges that it has not relied upon any statement not expressly set out herein.
10.4 Severance. Where any provision of this Agreement is found to be invalid, illegal or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.
10.5 Waiver. No failure or delay by the Company in exercising any right under this Agreement shall operate as a waiver of that right, and no single or partial exercise shall preclude any further exercise of it or of any other right.
10.6 Notices. Notices to the Participant may be given by electronic mail to the address of record on the Participant's account, or by publication within the Company's services, and are deemed received upon transmission or publication as the case may be.
10.7 Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation, whether contractual or non-contractual, is governed by and construed in accordance with the laws of the Republic of Türkiye, and the parties submit to the exclusive jurisdiction of the courts of Istanbul (Çağlayan).