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Ometrics & Ochatbot
Affiliate Agreement

Verion 10.2.2026

1. Parties and Purpose

This Affiliate Agreement (the “Agreement”) is entered into between Ometrics LLC , with its principal place of business at 31164 Snowshoe Rd, Evergreen CO, 80439 (“Ometrics,” “we,” or “us”), and the individual or entity accepting these terms (“Affiliate” or “you”).

Under this Agreement, you may refer prospective customers to the Ochatbot software-as-a-service platform and to Ometrics professional services. In exchange, Ometrics pays you commissions on qualifying revenue as described below.

By submitting an affiliate application, using an affiliate link, or accepting a commission payment, you agree to be bound by this Agreement.

2. Definitions

• “Referred Client” means a new customer who reaches Ometrics or Ochatbot through your unique affiliate link, tracking code, or a written referral that Ometrics acknowledges, and who was not already a customer or active prospect of Ometrics at the time of referral.
• “Ochatbot Subscription” means any paid Ochatbot SaaS plan purchased by a Referred Client.
• “HIPAA Compliant Plan” means any Ochatbot plan designated by Ometrics as HIPAA compliant, including plans that include a Business Associate Agreement.
• “Ometrics Services” means conversion optimization services, lead generation services, and other consulting services provided by Ometrics to a Referred Client.
• “Net Revenue” means the amount actually received by Ometrics from a Referred Client, excluding taxes, refunds, chargebacks, credits, payment processing fees, and pass-through costs. For lead generation, Net Revenue excludes all advertising spend.
• “First Payment Date” means the date Ometrics receives the Referred Client’s first payment for an Ochatbot Subscription or payment from other services.
• “Affiliate Account” means your account in the Ometrics affiliate program where commissions are tracked.

3. Enrollment and Affiliate Obligations

Ometrics may accept or reject any affiliate application at its sole discretion. Once approved, you will receive a unique affiliate link or code used to track referrals.

You agree to provide accurate contact and payout information and to keep it current. Ometrics is not responsible for payments sent to outdated PayPal or Zelle details you provided.

You are an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. You have no authority to make commitments, quote pricing, or sign contracts on behalf of Ometrics.

You are solely responsible for any taxes owed on commissions. Ometrics may require a completed W-9 (or W-8 for non-U.S. affiliates) before issuing any payment.

4. Commission Rates

Ometrics pays commissions on Net Revenue from Referred Clients at the following rates:

Lead generation commissions are calculated only on Ometrics’ service and management fees. Advertising spend, media costs, and any amounts paid to ad platforms on the client’s behalf are excluded.

If a Referred Client moves between an Ochatbot plan including a HIPAA Compliant Plan, the rate applied to each payment is the rate for the plan that payment covers. A plan change does not restart the 12-month commission period.

5. Commission Period and Qualifying Referrals

Ochatbot (12 months). The Ochatbot commission period begins on the First Payment Date and ends 365 days later. Only payments Ometrics receives within that 365-day window earn commission. Payments received after day 365 earn no commission, even if they cover a period that began earlier.

Ometrics Services (lifetime). Commissions on Ometrics Services are paid for as long as the Referred Client continues to pay Ometrics for those services, subject to Section 7 (Inactive Accounts) and Section 9 (Termination).

Qualifying referrals. A referral qualifies only if the Referred Client is new to Ometrics and is attributed to you through your affiliate link, tracking code, or written referral acknowledged by Ometrics. If more than one affiliate claims the same client, Ometrics will credit the affiliate whose link or referral was recorded first, and its decision is final.

No self-referrals. You may not earn commissions on purchases made by yourself, your own businesses, or entities you control.

6. Payment Terms

Method. Commissions are paid by PayPal or Zelle, at your choice, to the account details on file in your Affiliate Account.

Timing. Payouts are issued at the beginning of each month for commissions accrued and cleared through the end of the prior month.

Minimum threshold. A payout is issued only once your accrued balance reaches $100 or more. Balances under $100 roll over to the following month until the threshold is met.

Refunds and chargebacks. Commissions are earned only on payments Ometrics actually keeps. If a Referred Client receives a refund, credit, or chargeback, the related commission will be deducted from your balance or future payouts.

Statements. Ometrics will make a record of your referrals and accrued commissions available on request or through your Affiliate Account. Disputes about a payout must be raised in writing within 60 days of the payout date.

7. Inactive Accounts

If your Affiliate Account has no activity for 366 consecutive days, Ometrics has the right to terminate your Affiliate Account.

“Activity” means any of the following: a new referral or lead attributed to you, a commission accruing to your account from a Referred Client payment.

If your account is terminated for inactivity and your balance is under $100, you forfeit that balance. Any balance of $100 or more is paid out in the next regular payout cycle.

8. Marketing Guidelines and Prohibited Conduct

Disclosure. You must clearly disclose your affiliate relationship with Ometrics wherever you promote Ochatbot or Ometrics Services, consistent with the FTC Endorsement Guides and similar laws.

Accurate claims. You may describe Ochatbot and Ometrics Services only accurately. You may not make claims about results, pricing, features, or compliance (including HIPAA compliance) that Ometrics has not published or approved in writing.

You may not:

• Send unsolicited email, SMS, or calls in violation of CAN-SPAM, TCPA, or similar laws.
• Bid on Ometrics, Ochatbot, or related trademarked terms in paid search, or use those marks in domain names or social handles, without written permission.
• Use cookie stuffing, forced clicks, misleading redirects, incentivized or fake sign-ups, or any other deceptive tracking practice.
• Impersonate Ometrics or suggest you are its employee.
• Promote on sites containing illegal, hateful, adult, or infringing content.

Ometrics may withhold or reverse commissions earned through prohibited conduct and may terminate your account immediately.

9. Term, Termination, and General Provisions

Term. This Agreement starts when Ometrics approves your application and continues until terminated.

Termination. Either party may terminate this Agreement for any reason with 30 days’ written notice. Ometrics may terminate immediately for breach of Section 8 or for fraud. If terminated without cause, Ometrics will continue paying earned commissions under Sections 4 and 5. If terminated for breach or fraud, unpaid commissions are forfeited.

Changes. Ometrics may change commission rates or program terms with 30 days’ written notice. Changes apply only to clients referred after the effective date.

Confidentiality. You will keep confidential any non-public information about Ometrics, its pricing, and its clients. You will not contact Referred Clients to divert their business away from Ometrics.

Limitation of liability. Neither party is liable for indirect, incidental, or consequential damages. Ometrics’ total liability under this Agreement will not exceed the commissions paid to you in the 12 months before the claim.

Indemnification. You will indemnify Ometrics against claims arising from your marketing activities or breach of this Agreement.

Governing law. This Agreement is governed by the laws of the State of Colorado, with venue in Jefferson county, Colorado.

Entire agreement. This Agreement is the entire agreement between the parties on this subject and supersedes prior discussions.