Affiliate Programme Agreement

This Affiliate Programme Agreement ("Agreement") is entered into between STAR & MOUNTAINS SERVICES LTD, a limited liability company registered in Cyprus ("Company", "Omnia", "we", "us", or "our"), and the individual or entity applying to participate in the Omnia Affiliate Programme ("Affiliate", "you", or "your"). By submitting an application to or participating in the Programme, you agree to be legally bound by the terms set out in this Agreement in full.

Definitions

Affiliate Programme ("Programme") means the Omnia affiliate programme as described in this Agreement and all materials linked or referred to herein.

Affiliate Link means the unique tracking URL issued to the Affiliate upon approval, used to attribute Customer Transactions to the Affiliate's account.

Commission means the amount payable to the Affiliate for each qualifying Customer Transaction successfully referred through the Affiliate's unique Affiliate Link, calculated as a percentage of Net Sales as set out in Section 3 of this Agreement.

Customer means any individual or entity who completes a first-time purchase of an Omnia product through the Affiliate's unique Affiliate Link, and who has not previously purchased any Omnia product prior to that referral. Returning or existing customers do not qualify.

Customer Transaction means a completed, verified, and eligible purchase of an Omnia product made through the Affiliate's unique Affiliate Link via the Company's official website at omniatheme.com. Purchases completed via any other URL or channel are not eligible for Commission.

Net Sales means gross revenue from eligible Customer Transactions after deduction of all applicable taxes, VAT, discounts, promotional codes, refunds, chargebacks, and payment processing fees.

Confidential Information means any non-public information disclosed by Omnia to the Affiliate including but not limited to commission rates, product roadmap, pricing strategy, customer data, and sales performance data.

1. Application and acceptance

1.1. By submitting an affiliate application, you confirm that you have read, understood, and agreed to be bound by this Agreement. These terms shall remain in full force and effect until terminated in accordance with Section 8 below.

1.2. Upon approval of your application, Omnia will issue you a unique Affiliate Link for use across your platforms in the promotion of Omnia products.

1.3. Omnia reserves the right to approve or reject any application at its sole and absolute discretion, without obligation to provide a reason. Rejection of an application confers no legal rights on the applicant.

2. Affiliate obligations

2.1. The Affiliate agrees to promote Omnia products in a responsible, ethical, and professional manner consistent with Omnia's brand guidelines and the terms of this Agreement.

2.2. The Affiliate is solely responsible for the content, accuracy, and legality of all promotional materials and activities used in connection with the Programme, including content published on websites, social media platforms, email campaigns, and video channels.

2.3. The Affiliate must clearly and conspicuously disclose their affiliate relationship with Omnia in all promotional content in accordance with applicable advertising standards and disclosure requirements, including but not limited to the FTC guidelines (United States), ASA guidelines (United Kingdom), and equivalent regulations in the Affiliate's jurisdiction.

2.4. The Affiliate must not engage in any misleading, deceptive, spam-like, or otherwise unethical promotional activity, including but not limited to false advertising, use of unauthorised email lists, fabricated reviews or testimonials, or any method that misrepresents Omnia or its products.

3. Commission structure

3.1. Commission is payable to the Affiliate for each qualifying Customer Transaction successfully referred through the Affiliate's unique Affiliate Link. Commission is calculated as a percentage of the Net Sales value of each eligible transaction starting from 15% percent.

3.2. Commission is calculated based solely on Net Sales and excludes all applicable deductions including VAT, discounts, promotional reductions, chargebacks, and refunds.

3.3. Commissions are payable only in respect of transactions made by Customers who qualify as first-time purchasers of Omnia products. No commission shall be earned on transactions made by returning or existing customers, regardless of whether those transactions were completed through the Affiliate's link.

3.4. It is the Affiliate's responsibility to direct promotional content toward new audiences. Omnia reserves the right to verify customer eligibility and to withhold or reverse commissions where a transaction does not meet the new customer requirement, with written notice provided to the Affiliate where a reversal occurs.

3.5. No commission shall be payable on transactions that are subsequently refunded, charged back, cancelled, or otherwise reversed. Any commission already paid in respect of such transactions shall be deducted from the Affiliate's future payable balance. Where a deduction causes the Affiliate's balance to fall below zero, the resulting deficit shall be offset against future commissions.

3.6. Omnia reserves the right to review and adjust an Affiliate's commission tier at any time based on performance, volume, or changes to the Programme structure, subject to written notice being provided to the Affiliate no less than fourteen (14) days prior to any downward tier adjustment taking effect. Upward tier promotions may be applied immediately at Omnia's discretion.

4. Tracking and attribution

4.1. Omnia shall monitor and attribute Customer Transactions through the Affiliate's unique Affiliate Link using cookies, pixels, or other industry-standard tracking technologies operated through Rewardful. Attribution is based on last-click — where a customer clicks multiple affiliate links before purchasing, the most recent click receives the commission.

4.2. The cookie attribution window is sixty (60) days. Purchases made by a customer more than sixty days after their first click on the Affiliate's link are not eligible for Commission.

4.3. Omnia bears no responsibility or liability for any failure to track transactions resulting from the customer's browser settings, disabled cookies, ad-blocking software, private browsing mode, or any other technical factor outside Omnia's reasonable control. Commission shall only be payable in respect of transactions that are successfully tracked through Omnia's tracking systems.

4.4. The Affiliate may view their clicks, conversions, and commission balance in real time through the Rewardful affiliate dashboard. Disputes regarding tracked data must be submitted in writing to support@omniatheme.com within thirty (30) days of the relevant transaction date. Disputes not raised within this period shall be deemed waived.

5. Payments

5.1. Commissions payments can be requested by the user in the affiliate dashboard.

5.2. A minimum payout balance of twenty-five United States Dollars (USD $25) is required for payment to be processed. Balances below this threshold will roll over to the following month until the minimum is reached.

5.3. Payments are made via available payment methods in USD. It is the Affiliate's sole responsibility to ensure that accurate and current payment details are maintained in the Rewardful dashboard. Omnia accepts no liability for payments made to incorrect account details provided by the Affiliate.

5.4. In circumstances involving technical issues, banking disruptions, or operational delays beyond Omnia's reasonable control, payment may be delayed by up to seven (7) additional business days. Omnia shall not be held liable for such delays provided it acts diligently to resolve them within a reasonable timeframe.

5.5. The Affiliate is solely responsible for declaring and paying all applicable taxes, VAT, and social contributions on commission income received. Omnia will not withhold taxes on the Affiliate's behalf unless required to do so by applicable law.

5.6. Payments will not be processed until the Affiliate has provided all information requested by Omnia, including valid payment method details and any tax identification information required under applicable law.

6. Marketing and restrictions

6.1. Omnia grants the Affiliate a limited, non-exclusive, non-transferable, and revocable licence to use Omnia's approved marketing materials — including logos, banners, screenshots, and copy — solely for the purpose of promoting Omnia products in accordance with this Agreement. This licence terminates automatically upon termination of the Affiliate's participation in the Programme.

6.2. The Affiliate must not: misrepresent Omnia, its products, or its pricing; make guarantees about conversion rates, revenue outcomes, or business results that are not substantiated; use Omnia's branded search keywords (including "Omnia", "Omnia Theme", or "omniatheme.com") in paid search advertising without Omnia's prior written approval; engage in self-referral by using their own Affiliate Link to purchase Omnia products for themselves or persons associated with them; or take any action that Omnia reasonably determines to be harmful to its brand reputation or business interests.

6.3. Any violation of the provisions of this Section may result in immediate termination of the Affiliate's participation in the Programme and forfeiture of any outstanding unpaid commissions, at Omnia's sole discretion.

7. Intellectual property

7.1. The Affiliate must not alter, modify, distort, or create derivative works from Omnia's brand assets without prior written approval. Upon termination of this Agreement, the Affiliate must immediately cease all use of Omnia's brand assets and remove any such materials from their platforms.

8. Term and termination

8.1. This Agreement commences on the date the Affiliate's application is approved and continues until terminated by either party.

8.2. Either party may terminate this Agreement at any time by providing written notice to the other party. Omnia may terminate the Agreement with immediate effect and without prior notice in the event of a material breach by the Affiliate, fraudulent activity, or any conduct that Omnia reasonably determines to be harmful to its reputation, business, or customers.

8.3. Upon termination, the Affiliate's unique Affiliate Link will be deactivated and the Affiliate must immediately cease all promotional activities in connection with the Programme and remove all references to their participation in the Programme from their platforms.

8.4. Any commissions properly earned by the Affiliate prior to the termination date and meeting the minimum payout threshold shall be paid on the next applicable Payment Date, subject to the terms of this Agreement. Commissions on transactions completed after the termination date shall not be payable.

9. Confidentiality

9.1. The Affiliate acknowledges and agrees to keep all Confidential Information strictly confidential and not to disclose or use such information for any purpose other than as expressly permitted under this Agreement.

9.2. This obligation of confidentiality shall survive termination of this Agreement indefinitely.

10. Modification of terms

10.1. Omnia reserves the right to amend, update, or modify any part of this Agreement at any time, including but not limited to the commission structure, payout thresholds, payment methods, tracking methodology, and eligibility requirements. Such modifications may be made at Omnia's sole discretion.

10.2. Where a modification materially affects the Affiliate's commission rate or payout terms, Omnia will provide written notice to the Affiliate's registered email address no less than fourteen (14) days before the changes take effect. For all other amendments, notice may be given by updating the Agreement on Omnia's website with a revised effective date.

10.3. The Affiliate's continued participation in the Programme following the effective date of any modification constitutes their acceptance of the updated terms in full. If the Affiliate does not agree with any modification, their sole remedy is to terminate their participation in the Programme in accordance with Section 8.

10.4. It is the Affiliate's responsibility to review this Agreement periodically to remain informed of any updates. Omnia accepts no liability for any loss or disadvantage arising from an Affiliate's failure to review updated terms in a timely manner.

11. Indemnification

The Affiliate agrees to indemnify, defend, and hold harmless Omnia Theme and its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach of this Agreement by the Affiliate, any negligent or unlawful conduct in connection with the Affiliate's promotional activities, or any infringement of third-party rights by the Affiliate in connection with the Programme.

12. Limitation of liability

Omnia makes no warranties, express or implied, with respect to the Programme or Omnia's products. Omnia's total aggregate liability to the Affiliate under this Agreement shall not exceed the total commissions paid to the Affiliate in the three (3) calendar months preceding the event giving rise to the claim. Under no circumstances shall Omnia be liable for any indirect, incidental, consequential, or special damages including loss of profits, loss of data, or interruption of business, whether arising in contract, tort, or otherwise, even if Omnia has been advised of the possibility of such damages.

13. Relationship of parties

Nothing in this Agreement shall be construed as creating any partnership, joint venture, employment, or agency relationship between Omnia and the Affiliate. The Affiliate is an independent contractor and has no authority to bind Omnia, make representations on Omnia's behalf, or enter into any agreement in Omnia's name without prior written authorisation.

14. Severability

If any provision of this Agreement is found by a court or competent authority to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed from the Agreement. The remaining provisions shall continue in full force and effect.

15. Entire agreement

This Agreement constitutes the entire agreement between the parties with respect to the Affiliate Programme and supersedes all prior understandings, representations, and agreements, whether oral or written, relating to its subject matter.

16. Governing law and jurisdiction

This Agreement is governed by and construed in accordance with the laws of the Republic of Cyprus. Any dispute, controversy, or claim arising out of or in connection with this Agreement, or its breach, termination, or invalidity, shall be subject to the exclusive jurisdiction of the courts of the Republic of Cyprus.

17. Contact

For all questions relating to this Agreement or the Affiliate Programme, please contact us at: support@omniatheme.com