Affiliate Terms & Conditions

Last updated: 01 May 2023

Please read these terms and conditions carefully before registering for or taking part in our Affiliate Program.

1. Interpretation and Definitions

1.1. Interpretation

1.1.1. The words of which the initial letter is capitalised have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

1.1.2. Words that are gender neutral or gender specific include each gender;

1.1.3. Where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

1.1.4. The words such as, ‘including’, ‘particularly’ and similar expressions are not used as, nor are intended to be, interpreted as words of limitation

1.1.5. No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these Terms and Conditions or any part of them

1.2. Definitions

1.2.1. For the purposes of these Terms and Conditions:

Affiliate (referred to as either "the Affiliate" or "You" in this Agreement) means any person or legal entity applying for Altered’s Affiliate Program and includes any person or legal entity whose application is approved. Altered (referred to as either "Altered", "We", "Us" or "Our" in this Agreement) refers to Altered Ltd (Company No. 11564329), Ground Floor, 298 West End Lane, NW6 1LN.

Affiliate Program means the program through which You can refer customers to Altered and receive a commission payment, in accordance with these Terms and Conditions.

Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed to You, before or after the date of this agreement including but not limited to:

(a) any information that would be regarded as confidential by a reasonable person relating to:

(b) the Platform; and

(c) Information relating to the commission and compensation available to You under the Affiliate Program

(d) Our business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities; and

(e) Our data, the operations, processes, methods, formulae, plans, strategy, product information, know-how, designs, trade secrets or software; and

(f) information relating to any customers you refer to Us, including any information about them which you may have access to through the FirstPromoter platform; and

(g) any information or analysis derived from Confidential Information.

(h) Feedback means, without limitation, any feedback, comments, ideas, improvements, innovations or suggestions provided by You or on Your behalf regarding the attributes, performance or features of Our Platform.

(i) Platform means

• (i) Our website which is available at altered.ai including subdomains,

• (ii) software created by Altered available through altered.ai, altered.studio or other websites determined by Altered from time to time, or their subdomains, its interface, and functionality including any relevant Application Programming Interface (API), and

• (iii) services described on Our website.

(j) Qualified Customer has the meaning described in clause 3.5.

(k) Qualifying Plan means the subscription plans which are eligible for commission. These will be displayed in the FirstPromoter portal, and may be updated from time to time at Altered’s sole discretion.

(l) Referral Link means the specific URL appointed to the Affiliate which makes the tracking of the referred customers possible.

(m) Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and Altered regarding Altered’s Affiliate Program.

2. Acknowledgment

2.1. These Terms and Conditions explain the terms under which you are able to participate in Our Affiliate Program. Please read carefully this Terms and Conditions document, and keep a copy of it for your reference.

2.2. By registering for our affiliate program, You warrant that You are legally capable of entering into and You agree to be legally bound by Our Terms and Conditions stated in this document.

2.3. If you do not agree with (or cannot comply with) these Terms and Conditions, do not register for the Our Affiliate Program.

2.4. By registering for our Affiliate Program you confirm:

• 2.4.1. that you are at least 18 years of age, and

• 2.4.2. that you will provide true, accurate, current, and complete information where requested, and information which is otherwise compatible with these Terms, and

• 2.4.3. that you will not participate in the Affiliate Program contrary to these Terms or any applicable laws. 2.5. If you are applying on behalf of a legal entity, you further confirm:

• 2.5.1. that you have the appropriate authorization to accept the terms of this Agreement, and

• 2.5.2. that you have the appropriate authorization to bind such legal entity by accepting this Agreement, and

• 2.5.3. that the legal entity on behalf of whom you accept this Agreement has full power to enter into this agreement and to perform obligations as defined herein.

  2.6. You agree to keep your information up to date, true, accurate and complete. Altered is not responsible for any failure in performance under these Terms which results from information that is not true, accurate, current and complete.

  2.7. The Parties intend that the Affiliate will be engaged as an independent contractor of Altered. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, or any other fiduciary relationship. The Affiliate may not act as agent for, or on behalf of, Altered or represent Altered, or bind Altered in any manner. The Affiliate will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of Altered. Unless otherwise agreed or required by law, the Affiliate is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of fees to the Affiliate under this Agreement, and agrees to do so in a timely manner. Any amount due to the Affiliate is considered as a gross payment and any tax or cost associated with such payment will be taken out of the calculated due amount.

  2.8. Altered reserves the right in its absolute sole discretion to approve or decline any application for the Affiliate Program, without the need to provide the reasons for such decision. You accept and agree that you will not have any legal or other remedy in case of rejection of Your application.

  2.9. Acceptance into the Affiliate Program does not include any licence to use Altered’s software, unless otherwise agreed by Altered in writing, in which case Your use of any such software will be governed by the relevant terms and conditions for that software.

3. Referral Process

3.1. Participation in the Affiliate Program may require that you create an account through a third–party affiliate tracking and reports service provider called First Promoter. Use of First Promoter’s services is subject to their respective terms and policies available on their website https://firstpromoter.com/.

3.2. If your application is approved, you will receive email instructions on how you can receive your designated Referral Link through the First Promoter portal.

3.3. Under these Terms, You undertake to promote the Platform and to ensure that new customers purchase Altered services. For each customer that meets the criteria under this Agreement for ‘Qualified Customer’, Altered will pay the commission to the Affiliate for the duration and in the amounts as defined herein.

3.4. During the term of this Agreement the Affiliate may use Altered marketing material, including registered trademarks, which are provided by Altered through the First Promoter portal, solely for the purpose of promoting the Platform. The Affiliate will ensure that the use of Altered’s marketing material will not cause any confusion as to the Platform or service provider, nor can the marketing material be used in a way that is not appropriate to promote Altered and their core values, or to promote any service provider other than Altered. The Affiliate may not use marketing material that is not approved by Altered.

3.5. In order for a customer to become a Qualified Customer, they need to fulfil the following conditions:

• 3.5.1. Not an existing or previous customer. Only a customer who has never previously registered on the Platform can qualify as a Qualified Customer.

• 3.5.2. Purchase after clicking the Referral Link. Only a customer who purchases within thirty (30) days from clicking on the designated Referral Link can qualify as a Qualified Customer. If for any reason a customer does not use a Referral Link, they cannot be considered a Qualified Customer regardless of the Affiliate’s efforts to refer such customer.

  • 3.5.2.1 If the customer clicks on multiple Referral Links, only the Affiliate whose Referral Link was last clicked will be awarded a commission for that customer.

  • 3.5.2.2 Furthermore, the Affiliate understands that if the customer clicks on a Referral Link but does not sign up to the Platform until a later time, the Referral Link function will depend on cookies to track the referral.

  • 3.5.2.3 If the customer does not allow cookies, uses cookie blocking software, private browsing modes etc, then Altered has no means of tracking whether such customer came to the Platform through a Referral Link or not.

  • 3.5.2.4 If tracking is not possible, a customer will not be considered a Qualified Customer.

  • 3.5.2.5 In some cases, Altered can give credit to an Affiliate even if the above does not apply. This will be at the discretion of Altered, and supporting evidence needs to be provided before a customer can qualify as a Qualified Customer.

• 3.5.3. Expiration. Commission is paid only for a certain period of time. A Customer remains a Qualified Customer for a duration of 360 days, starting from the moment of their first purchase.

4. Commission Calculation

4.1. Commission is calculated based on the net amounts received from Qualified Customers for a Qualifying Plan. For the purposes of this Agreement, net amount represents the total payments from a Qualified Customer to Altered minus (i) any sales or other applicable taxes and (ii) any reclaimed or refunded amounts.

4.2. Commission becomes due for payment one month after purchase by a Qualified Customer.

4.3. Due commission is paid during the last five business days of each month.

4.4. As an example, commission for a purchase by a Qualified Customer on the 7th of January is paid during the last five business days of March.

4.5. Commission is paid only based on the actual amounts received by Altered. If for any reason a Qualified Customer fails to make a payment, such unpaid amounts shall not be used for commission calculations. In the event that the customer receives a refund after the commission has been paid, we may require you to return the commission which relates to the refunded amount or we may deduct it from Your future commissions.

4.6. Commission is agreed in the amount of 15% of the net amount of the payments made by a Qualified Customer which relate to a Qualifying Plan.

4.7. Commission is paid if the due commission amount is greater than £50 GBP. If the due commission amount is less than £50 GBP, the commission amount is transferred and added to the following month’s commission payment until the total due commission exceeds £50 GBP.

4.8. You must have a valid payment method in order to receive your commission. A list of available payment methods is available in your affiliate account settings.

4.9. The Affiliate is not allowed to refer themselves and the Affiliate will not receive commission on purchases coming from their account.

5. Affiliate’s Obligations

5.1. During the term of this Agreement, the Affiliate will at all times behave strictly in accordance with these Terms as well as any applicable laws and regulations. 5.2. The Affiliate will not engage in any misleading or inappropriate advertising, and the Affiliate must not do any of the following: 5.2.1. send or otherwise post unauthorised commercial communications (such as spam);

5.2.2. use inappropriate advertisement such as misleading links, false claims, etc.;

5.2.3. post, transmit, or use content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or is otherwise objectionable to third-parties, or advertise on websites hosting such content;

5.2.4. fail to properly notify customers of the affiliate relationship;

5.2.5. offer incentives in the form of rebates, coupons, or another form of promised kick-backs from their affiliate commission;

5.2.6. refer themselves or conduct or attempt to conduct fraudulent transactions or other fraudulent activity;

5.2.7. disclose any confidential information about Altered or Our Customers to any third party, or make such information publicly available.

5.3. The Affiliate may not bid or otherwise purchase, either directly or indirectly, any of Altered’s trademarks and brands, including keywords which may dilute Altered’s trademarks and brands, or create or use keywords which can create competition to Altered’s business model including misspelling of the Altered name.

5.4. The Affiliate’s domain name may not contain the word ‘Altered’ and the Affiliate may not use any brand name carried on the Platform in their domain name unless the Affiliate has a right or a permission for such use of the brand name.

5.5. The Affiliate’s website may not use words like ‘official website’, Altered, or any other term which may confuse customers as to who owns the website. The Affiliate may also not use any term which may negatively affect Altered or any of Altered’s trademarks and brands.

5.6. If the Affiliate is found to be in breach of these obligations, they forfeit any earned commission and will be liable to return to Altered any amounts of commission already received.

5.7. The Affiliate is responsible for disclosing the affiliate relationship with Altered prominently on any marketing material or, at latest, when providing the Referral Link, and the Affiliate shall abide by any applicable local law or regulation regarding the disclosure of affiliations.

6. Intellectual Property

6.1. The Platform and its content, features and functionality are and will remain the exclusive property of Altered and its licensors. You shall acquire no rights whatsoever in or to any of such intellectual property except as expressly granted by and subject to these Terms.

6.2. The Platform is protected by copyright, trademark, and other laws of both the United Kingdom and internationally. Our trademarks and trade dress may not be used in connection with any product or service without Our prior written consent.

6.3. Subject to the provisions of these Terms and Conditions, all rights, including but not limited to all intellectual property rights related to or arising in respect of or concerning the Platform, the Feedback and the business of Altered (collectively, Relevant Rights), are expressly reserved to Altered and its licensors and You must not use the Relevant Rights without Our prior written consent. You shall acquire no Relevant Rights and must not claim ownership of or a right to use any Relevant Rights in any form or manner except as expressly permitted by these Terms and Conditions.

6.4. Altered shall not be obligated to indemnify or defend You with respect to any third party claim arising out of or relating to the Affiliate Program or the Platform. To the extent Altered is required to provide indemnification by applicable law, Altered shall be solely responsible for the investigation, defence, settlement and discharge of any claim that the Affiliate Program or the Platform or Your use of these infringes any third party intellectual property rights.

7. Confidentiality

7.1. You shall keep the Confidential Information confidential and, except with Our prior written consent, shall:

7.1.1. not use, copy or exploit the Confidential Information in any way except to perform Your duties or exercise Your rights under these Terms or as otherwise authorised under these Terms;

7.1.2. not refer to, disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this agreement; and

7.1.3. apply the same security measures and degree of care to the Confidential Information as You apply to Your own confidential information, and at a minimum protect the Confidential Information from unauthorised disclosure, copying or use;

7.2. You may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation, by a court or other authority of competent jurisdiction) provided that, to the extent it is legally permitted to do so, You give Us as much notice of this disclosure as possible.

7.3. Confidential Information does not include any information that:

7.3.1. is or becomes generally available to the public other than as a result of its disclosure by You in breach of this agreement (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or

7.3.2. was available to You on a non-confidential basis prior to disclosure by Us; or

7.3.3. was, is or becomes available to You on a non-confidential basis from a person who, to Your knowledge, is not bound by a confidentiality agreement with Us or otherwise prohibited from disclosing the information to You; or 7.3.4. was lawfully in Your possession before the information was disclosed to You by Us; or

7.3.5. We agree in writing is not confidential or may be disclosed.

8. Your Feedback to Us

8.1. You assign to Altered all rights, title and interest in any Feedback You provide to Us. If for any reason such assignment is ineffective, You agree to grant Altered a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

8.2. Altered shall be free to use, copy, modify, publish, or redistribute the Feedback for any purpose and in any way without any credit or any compensation to You.

9. Termination

9.1. The Terms and Conditions shall remain in effect until terminated by You or Us in accordance with this clause 9.

9.2. You may terminate this Agreement at any time by giving notice to Altered in writing. Such termination will not affect ongoing commission payment for active Qualified Customers for as long as they meet the necessary criteria.

9.3. Altered may terminate this agreement without notice, with immediate effect if You:

9.3.1. breach these Terms and Conditions;

9.3.2. breach the general Terms and Conditions for the Platform;

9.3.3. misuses your rights under this Agreement or behave contrary to the Affiliate Obligations set out in these Terms and Conditions;

9.3.4. engage in fraudulent or illegal activities.

9.4. Altered may, at Our sole discretion, terminate this Agreement at any time, without the need to disclose reasons for such a measure.

9.5. In the event that Altered terminates the Agreement pursuant to clause 9.3, without limiting any additional rights, the termination will also terminate payments of the commission for any active Qualified Customer.

9.6. In the event of termination by Altered without cause, such termination will not affect ongoing commission payment for active Qualified Customers for as long as they meet the necessary criteria.

9.7. Upon termination of these Terms and Conditions for any reason, You must immediately cease to promote yourself as an Affiliate of Altered, and if requested by Altered You must immediately cease any promotion of Altered’s Platform, and certify in writing to Altered that You have done.

9.8. The following clauses of the Terms and Conditions shall continue in full force and effect notwithstanding termination of the Terms and Conditions: clauses 1 (interpretation and definitions); 2 (acknowledgement); 5 (affiliate's obligations); 6 (intellectual property); 7 (Confidentiality); 8 (Your feedback to us); 9 (termination); 10 (limitation of liability); 11 (indemnification); 12 (assignment); 13 (notices); 14 (governing law); 15 (dispute resolution) and any other provisions which are dependent upon such provisions for their interpretation or for giving effect to them.

10. Limitation of Liability

10.1. Notwithstanding any damages that You might incur, to the maximum extent permitted by applicable law the entire liability of Altered, its related entities and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the lesser of the amount actually paid by You in the last 2 months for or through the Affiliate Program or $100 USD.

10.2. To the maximum extent permitted by applicable law, in no event shall Altered, its related entities or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to participate in the Affiliate Program, third-party software, or otherwise in connection with any provision of this Terms), even if Altered or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

10.3. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these jurisdictions, each party's liability will be limited to the greatest extent permitted by law.

11. Indemnification

11.1. You agree to indemnify and hold Altered and its parents, subsidiaries, related entities, officers, employees, sub-contractors, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of Your: (a) participation in the Affiliate Program; (b) violation of these Terms or any law or regulation; or (c) violation of any right of a third party.

12. Assignment

12.1. You may not assign, dispose of or otherwise transfer these Terms and Conditions or any rights or obligations under these Terms and Conditions (in whole or in part) without the prior written consent of Altered.

12.2. You may in no circumstances assign any rights or obligations under these Terms and Conditions to a competitor of Altered.

12.3. We may assign, in part or in full, its rights and/or obligations under these Terms and Conditions without Your consent.

12.4. Subject to this clause 12, these Terms shall be binding on the parties to it and their respective successors and permitted assigns.

13. Notices

13.1. All notices and consents required or permitted to be given under these Terms must be in writing and given by personal service, mail (postage prepaid), email or other electronic communication (including through the FirstPromoter portal where available) to the parties at their physical or email address or to such other address as either party may designate to the other by written notice.

13.2. A Notice is taken to be given and received:

13.2.1. in the case of a pre-paid posted letter, on the 3rd (7th, if posted to or from a place outside the United Kingdom) Business Day after posting;

13.2.2. if otherwise delivered before 5.00pm on a Business Day at the place of delivery, upon delivery, and otherwise on the next Business Day; and

13.2.3. in the case of email or other electronic communication, 24 hours after sending.

14. Governing Law

14.1. The laws of England & Wales shall govern this Terms and Your participation in Our Affiliate Program. If the solution of a dispute cannot be reached in negotiations parties agree and hereby submit to the exclusive jurisdiction of the courts in London, United Kingdom.

15. Disputes Resolution

15.1. If You have any concern or dispute about Affiliate Program, You agree to first try to resolve the dispute informally by contacting Altered.

16. United States Legal Compliance

16.1. You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

17. Severability and Waiver

17.1. If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

17.2. Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

18. Changes to These Terms and Conditions

18.1. We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

18.2. By continuing to take part in Our Affiliate Platform after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using Our Affiliate Platform.

19. Entire Agreement

19.1. These Terms and Conditions constitute the entire agreement between You and Altered regarding Your participation in the Affiliate Program and supersedes all prior and contemporaneous written or oral agreements between You and Altered.