Olvio Affiliate Terms

The Olvio Affiliate program (the "Program") is operated by Topicimes, a French simplified joint-stock company headquartered at 3 Avenue René Laennec, 72000 Le Mans, France, registered under SIRET 904 965 258 00018 and VAT number FR34904965258 ("Topicimes", "we", "us").

"You" or "Affiliate" means the business entity that creates an account on affiliate.olvio.ai and is accepted into the Program. Topicimes is the publisher of Olvio, an AI product expert application distributed on the Shopify App Store (the "App"), and the party responsible for paying Affiliate commissions under these terms.

The Program is reserved to registered businesses (sole proprietorships, freelancers, partnerships, companies or equivalent legal entities under the laws of their jurisdiction) holding a valid tax identifier. We cannot accept private individuals operating outside any business structure.

You may participate only if you can lawfully enter into a binding contract on behalf of the entity you represent, you are not subject to economic sanctions or trade embargoes applicable to Topicimes, and your participation does not violate any law applicable to you or to Topicimes.

We may decline any application or terminate any account at our sole discretion, with or without reason, subject only to settlement of commissions duly earned and not otherwise forfeited under these terms.

On approval, you receive a unique referral link of the form affiliate.olvio.ai/go/<your-slug> (the "Affiliate Link"). When a Shopify merchant clicks the Affiliate Link, a tracking cookie is set on their browser on the .olvio.ai domain for a duration of 30 days (the "Attribution Window").

If, within the Attribution Window, that merchant installs the App and the cookie is still present at the OAuth callback, the merchant is attributed to you (the "Referred Merchant"). Attribution is recorded irrevocably except as set forth in Sections 8 and 13. Last-touch attribution applies: only the most recent Affiliate Link clicked within the Attribution Window counts.

You earn a recurring commission calculated as a percentage of the net amount actually billed by Shopify to each Referred Merchant for the App. A commission accrues once per billing cycle that Shopify actually bills to the Referred Merchant, for as long as that Referred Merchant remains an active paying Olvio subscriber. No commission accrues during a free-trial period or for any cycle that Shopify does not bill. "Net amount actually billed" means the amount Topicimes effectively receives from Shopify, after any taxes, refunds, chargebacks, free-trial discounts, credits, plan downgrades or other adjustments applied by Shopify or by Topicimes.

Your commission percentage is determined by your partner level, based on your number of "Active Paying Referrals". A Referred Merchant counts as an Active Paying Referral once it holds an active Olvio subscription for which Shopify has billed at least one cycle, and for as long as that subscription remains active. A merchant still within its free-trial period, before any cycle has been billed, does not yet count toward your partner level. The levels are:

• Bronze — 0 or more Active Paying Referrals: 10%
• Silver — 5 or more: 15%
• Gold — 10 or more: 20%
• Platinum — 30 or more: 25%

The percentage applicable to a given billing cycle is your partner level at the time that cycle is processed, applied to all of your Referred Merchants' cycles processed while that level is in effect. Commissions already accrued are not recalculated retroactively when your level changes.

A partner level, once reached, is permanently acquired: your commission percentage does not decrease if your number of Active Paying Referrals subsequently falls below the level's threshold. As an exception, Topicimes may revoke an acquired level (and recompute it from your then-current Active Paying Referrals) where the level was reached in whole or in part through conduct prohibited by Section 8 (Prohibited practices) or other fraudulent means.

Each commission accrues with a hold period of 30 calendar days from the date Shopify bills the Referred Merchant for the corresponding cycle (the "Refund Hold"). During the Refund Hold, commissions are visible on your dashboard with the status "Pending" or "In refund hold" and are not yet payable.

A commission for a given cycle is reversed and forfeited if Topicimes does not ultimately collect or retain the corresponding payment — in particular if the charge for that cycle is refunded, charged back or declined, or if the subscription is frozen or otherwise fails payment for that cycle. In those cases no net amount is received by Topicimes, so no commission is due.

By contrast, if a Referred Merchant cancels, downgrades or uninstalls the App after a cycle has been billed and paid, the commission already accrued for that paid cycle is not reversed: you keep your commission on every cycle the Referred Merchant actually paid for. Such an event simply means that no further cycles — and therefore no further commissions — will accrue for that merchant going forward.

If a commission has already been paid to you and is subsequently reversed under the first paragraph of this Section (for example a chargeback occurring after payout), you authorize Topicimes to offset the reversed amount against your next payouts and, failing sufficient future commissions, to request reimbursement, which you agree to make within thirty days of demand.

After the Refund Hold expires without reversal, the commission becomes eligible for payout under Section 5.

On the first day of each calendar month, Topicimes sums all of your commissions whose Refund Hold has expired and whose status is still "Pending". If the total reaches the minimum payout threshold of USD $50, Topicimes sends you an email requesting an invoice for that amount, addressed to Topicimes, with the billing identity specified in Section 1 and a description such as "Olvio Affiliate commission – <Month Year>". You issue the invoice in accordance with the rules applicable to your jurisdiction (notably, where applicable, French invoicing rules and the eventual French e-invoicing mandate from 1 September 2027 onward).

Upon receipt of a compliant invoice, Topicimes settles the invoice in US dollars (USD) by bank transfer (SEPA or international bank transfer) to the bank details you set in your account settings, within seven business days. If your balance is below USD $50, the amount carries over to the next month. If you fail to issue an invoice within ninety days of our request, the corresponding commissions may be deemed forfeited.

Bank fees on your receiving side, including any currency conversion or intermediary-bank charges, as well as any tax, social or other charges applicable to the Affiliate revenue in your jurisdiction, are entirely your responsibility.

You may promote Olvio through editorial content (blog posts, articles, reviews, comparisons), social media, organic search, your owned newsletters and communities, podcasts, video, in-person events, and any other channel that is lawful and consistent with these terms.

You agree to be transparent about your affiliate relationship with Topicimes wherever such disclosure is required by applicable law (notably the U.S. FTC Endorsement Guides and equivalent EU consumer protection rules) or by industry standards.

You shall not, directly or indirectly, engage in any of the following practices. Each is a material breach of these terms and may result in immediate suspension, forfeiture of unpaid commissions and termination:

• Trademark bidding. Bid on the keyword "Olvio", any misspelling thereof, "olvio.ai", "olvio app" and any other Olvio-related term in any paid search engine (Google Ads, Bing Ads, Apple Search, YouTube ads, TikTok ads, etc.). You also shall not use any such term in your display URLs or ad copy in a way that could mislead users into thinking your ad is Topicimes'.
• Self-referral. Use your own Affiliate Link to refer a Shopify store you own, control, manage or otherwise have a beneficial interest in. Commissions accrued on self-referrals are void and may be clawed back.
• Unsolicited communication. Send unsolicited bulk email, SMS, instant messages or any other form of spam to promote Olvio.
• Cookie stuffing. Trigger the Attribution cookie without a genuine, user-initiated click on your Affiliate Link (iframes, automatic redirects, hidden pixels, browser extensions, etc.).
• Misrepresentation. Make false, misleading or unsubstantiated claims about the App, its features, pricing, performance, ownership, security or compliance.
• Fake or incentivized content. Publish fake reviews, ratings or testimonials; pay for reviews; or offer cashback, rebates or other incentives funded from your commissions without our prior written consent.
• Typosquatting and brand impersonation. Register or use domain names, social media handles, app names, profile names or visual assets that imitate Olvio, Topicimes or any of our marks.
• Phishing-style emails. Send messages designed to look like official Olvio or Shopify communications, or that mimic password resets, security alerts or billing notices.
• Adverse content. Promote Olvio on websites or channels that contain or facilitate hate speech, harassment, illegal content, malware, adult content not labeled as such, or content that violates third-party rights.

A Referred Merchant attributed to you keeps that attribution for life, even if the merchant temporarily uninstalls and reinstalls the App. Commissions stop during periods when the merchant has no active paying subscription and resume automatically when the merchant comes back to a paying plan.

Exception: if the Referred Merchant exercises a definitive right-to-erasure under applicable data-protection law (typically triggered 48 hours after uninstall via the Shopify SHOP_REDACT webhook) and all data tied to that merchant is purged from our systems, the merchant becomes a legally new entity from our perspective. A subsequent re-installation through another affiliate's link may therefore re-attribute the merchant to that affiliate, and you waive any claim to such future commissions.

Topicimes reserves the right to reassign a referral away from you in the event of fraud, attribution disputes between affiliates, or a documented agency-of-record transfer requested in writing by the Referred Merchant. Past commissions you have already received are not affected by such reassignment.

Topicimes grants you a limited, revocable, non-exclusive, non-transferable, royalty-free license to use the "Olvio" name and our logo solely as needed to honestly promote the App in editorial content, in accordance with our brand guidelines as published from time to time, and only for as long as you are an active Affiliate in good standing.

You shall not (a) modify our marks, (b) combine them with other marks in a way that suggests sponsorship or endorsement beyond the affiliate relationship, (c) register or attempt to register any mark, domain or handle confusingly similar to ours, or (d) use the marks in connection with prohibited activities under Section 7. Outside the limited license granted here, no rights in our intellectual property are transferred or implied.

You retain all rights in the content you create to promote the App. You grant Topicimes a non-exclusive, royalty-free license to quote, link to, and showcase such content for marketing or case-study purposes, with attribution where reasonably possible.

You and Topicimes are independent contractors. Nothing in these terms creates any partnership, joint venture, agency, employment, franchise or fiduciary relationship. You have no authority to make any representation, commitment or warranty on behalf of Topicimes.

Non-public information made available to you through the Program (commission rates negotiated individually, internal metrics, unreleased features, customer lists, financial data) is confidential. You shall use it only to operate within the Program and shall not disclose it to third parties without our prior written consent. Public information, information independently developed by you, or information disclosed by us to others without restriction is not subject to this section.

Topicimes processes your account data (name, business email, bank details, country, slug, technical access logs) to operate the Program. Topicimes is the data controller for that processing. The legal basis is the performance of these terms (Article 6.1.b GDPR for EU subjects) and, where applicable, our legitimate interest in preventing fraud (Article 6.1.f GDPR).

You have the rights of access, rectification, erasure, restriction, portability and objection set out in Articles 15 to 22 GDPR (or the equivalent rights in your jurisdiction). Exercise of these rights does not retro- actively cancel commissions duly earned and paid; some data (notably invoices and payment records) is retained for the legal accounting period (ten years in France).

For requests, write to contact@topicimes.pro. Where required, you may lodge a complaint with the French Commission Nationale de l'Informatique et des Libertés (CNIL) or the supervisory authority of your jurisdiction.

You may terminate your participation in the Program at any time by writing to help@olvio.ai. On termination by you in good standing, you remain entitled to all commissions earned and not yet reversed under Section 4, subject to issuing the corresponding invoice.

Topicimes may suspend or terminate your participation, with or without prior notice, in the event of (a) a material breach of these terms, including but not limited to any practice listed in Section 7, (b) fraud or suspected fraud, (c) legal or regulatory requirement, (d) extended inactivity (no qualifying referral over a twelve-month period). In case of termination for cause under (a), (b) or (c), Topicimes may forfeit unpaid commissions attributable to the wrongdoing.

Termination does not affect any provision that, by its nature, is intended to survive (in particular Sections 7, 9, 11, 12, 14, 15, 17 and 18).

Topicimes may update these terms from time to time to reflect product changes, legal requirements or program improvements. For material changes, we will notify you at the email address registered on your account at least thirty days before the new version takes effect. Continued use of the Program after the effective date constitutes acceptance of the updated terms; if you disagree, your sole remedy is to terminate your participation under Section 13.

Every version of these terms remains identifiable via its version number and last-updated date shown at the top of this page. The acceptance recorded against your account references the version in force at signup or last re- acceptance.

The Program is provided "as is" and "as available". Topicimes does not warrant that the Affiliate dashboard, tracking, payment processing or any other component will be uninterrupted, error-free or that any specific level of referrals, commissions or revenue will be achieved. Without limitation, Topicimes does not warrant that tracking will capture every legitimate referral and is not liable for clicks that fail to register because of browser settings, ad-blockers, cookie blockers, network failure or any factor outside Topicimes' reasonable control.

To the maximum extent permitted by law, Topicimes disclaims all implied warranties, including merchantability, fitness for a particular purpose and non-infringement.

To the maximum extent permitted by applicable law, in no event will either party be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or loss of goodwill, arising out of or in connection with these terms, even if advised of the possibility of such damages.

Topicimes' aggregate liability for any and all claims arising under or related to these terms, regardless of the legal theory, is limited to the lesser of (a) the total amount of commissions actually paid to you by Topicimes over the twelve months preceding the event giving rise to the claim, or (b) USD $1,000. Nothing in this section limits liability that cannot lawfully be limited under applicable mandatory law (notably gross negligence or wilful misconduct).

You shall indemnify, defend and hold harmless Topicimes, its directors, officers, employees and agents from and against any third-party claim, loss, liability, damage, cost or expense (including reasonable attorneys' fees) arising out of or in connection with (a) your breach of these terms, (b) your unlawful or negligent acts or omissions in operating as an Affiliate, (c) any content you publish in connection with the Program, or (d) your violation of any third-party right, including intellectual property, privacy or publicity rights.

These terms and any dispute arising from or related to them are governed by the laws of France, excluding its conflict-of-laws rules.

The parties shall first attempt to resolve any dispute in good faith through written negotiation. Failing settlement within thirty days of written notice, any unresolved dispute shall be submitted to the exclusive jurisdiction of the competent courts of Le Mans, France, notwithstanding any plurality of defendants or third-party claims, except where mandatory consumer-protection or jurisdictional rules apply.

Entire agreement. These terms, together with our privacy notice and any subsequent written amendments, constitute the entire agreement between you and Topicimes regarding the Program and supersede all prior or contemporaneous communications on the subject.

Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be deemed modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

Assignment. You may not assign or transfer these terms without our prior written consent. Topicimes may freely assign these terms in connection with a merger, acquisition, corporate reorganization or sale of substantially all of its assets.

Notices. Notices to Topicimes are sent to contact@topicimes.pro. Notices to you are sent to the email address registered on your account.

Force majeure. Neither party is liable for failure to perform an obligation due to events beyond its reasonable control, including natural events, war, terrorism, civil unrest, labor disputes, internet or payment-network outages and acts of government.

Language. These terms are concluded in English. Any translation provided for convenience does not modify the meaning of the English original, which controls in case of discrepancy.

Questions about these terms or the Program: help@olvio.ai.

Postal address: Topicimes, 3 Avenue René Laennec, 72000 Le Mans, France.