PABLO. PARTNERS

TERMS AND CONDITIONS

1. ACCEPTANCE OF TERMS

1.1. Agreement to Terms:
By accessing or using the Services provided by Pablo.Partners, you
acknowledge that you have read, understood, and agree to be bound by these Terms. If you are
using the Services on behalf of an entity, you further represent and warrant that you have the
authority to accept these Terms on behalf of the entity, and in such case, “you” and “your” will
refer to that entity.

1.2. Modifications:
Pablo.Partners reserves the right to modify, suspend, or terminate the Services
or these Terms at any time for any reason, with or without notice. Any changes to these Terms will
be effective upon posting the revised version on our website. It is your responsibility to review
these Terms regularly to stay informed of updates. Continued use of the Services after such changes
constitutes acceptance of the updated Terms.

1.3. User Eligibility:
The Services are intended for users who are at least 18 years old. By using
the Services, you represent and warrant that you are at least 18 years old. If you are under 18, you
may use the Services only with the involvement and consent of a parent or guardian.

2. DEFINITIONS

2.1. Affiliate Program:
A marketing strategy in which Pablo.Partners engages affiliates to promote
and drive traffic to the products or services of our clients in exchange for a commission.

2.2. Client Portal:
An online platform provided by Pablo.Partners where clients can access reports,
analytics, and other relevant information related to the performance of their digital marketing and
affiliate programs.

2.3. Conversion:
A predefined action, such as a sale or lead, resulting from a user’s interaction with the
affiliate’s promotional efforts.

2.4. Dashboard:
An interface within the client portal that provides real-time data and insights into the performance
of digital marketing campaigns and affiliate programs.

2.5. Intellectual Property Rights:
All patents, copyrights, trademarks, trade secrets, and any other
proprietary rights recognized in any country or jurisdiction, including applications and
registrations for any of the foregoing.

2.6. Service Level Agreement (SLA):
A separate agreement that outlines specific performance metrics,
uptime guarantees, and support levels for the Services provided by Pablo.Partners.

2.7. User Account:
A unique account created by a client or affiliate to access and utilize the Services provided by
Pablo.Partners.

2.8. Website:
The online platform operated by Pablo.Partners, accessible at https://pablo.partners/, where clients
and affiliates can log in to access the Services.

3. SERVICES

3.1. Digital Marketing

3.1.1. Scope of Services:
The Company’s digital marketing services encompass a comprehensive range
of strategies tailored to enhance the online presence and visibility of our clients. This includes
but is not limited to search engine optimization (SEO), social media marketing, pay-per-click (PPC)
advertising, email marketing, and content creation. The Company employs industry best practices to
optimize client websites for search engines, create engaging social media campaigns, execute
targeted email marketing, and develop compelling content that resonates with the target audience.

3.1.2. Customization:
Recognizing the unique needs of each client, our digital marketing strategies
are customized based on a thorough analysis of the client’s industry, target market, and business
objectives. Regular consultations with clients ensure alignment with evolving business goals and
dynamic market conditions.

3.1.3. Analytics and Reporting:
The Company provides clients with access to detailed analytics and
performance reports through the client portal. These reports offer valuable insights into key
performance indicators, campaign effectiveness, and areas for optimization.

3.2. Affiliate Management

3.2.1. Program Development:
The Company takes a proactive role in the creation and development of
affiliate programs for clients. This includes the identification and recruitment of affiliates,
crafting compelling promotional materials, and establishing clear program guidelines.

3.2.2. Affiliate Communication:
Effective communication with affiliates is crucial for program
success. The Company facilitates regular communication channels, providing updates, promotional
materials, and support to ensure affiliates are well-equipped to promote and drive traffic to the
client’s offerings.

3.2.3. Tracking and Attribution:
3.2.3. Tracking and Attribution: Accurate tracking of affiliate-generated conversions is paramount.
The Company implements robust tracking mechanisms, such as unique affiliate links and conversion
pixels, to attribute conversions to the correct affiliates. This ensures fair compensation for
affiliates and provides clients with accurate performance metrics.

3.3. Compliance

3.3.1. Legal and Ethical Standards:
Both clients and affiliates are expected to adhere to all
applicable laws and regulations pertaining to digital marketing and affiliate activities. This
includes compliance with data protection laws, privacy regulations, and anti-spam legislation. The
Company actively monitors and enforces compliance to maintain ethical and legal standards.

3.3.2. Policy Updates:
In an ever-evolving regulatory landscape, the Company commits to keeping
abreast of changes in relevant laws and promptly updating clients and affiliates on any necessary
adjustments to ensure ongoing compliance.

4. CLIENT RESPONSIBILITIES

4.1. Accurate Information

4.1.1. Data Accuracy:
Clients are required to provide the Company with accurate and up-to-date
information necessary for the effective provision of services. This includes, but is not limited to,
business details, contact information, and any other relevant data. Any changes to this information
should be promptly communicated to ensure seamless collaboration.

4.1.2. Access Credentials:
Clients are responsible for maintaining the confidentiality of any access
credentials, such as usernames and passwords, provided by the Company for access to the client
portal or other secure platforms. Clients must promptly notify the Company of any unauthorized
access or security breaches related to their account.

4.2. Payment

4.2.1. Timely Payments:
Clients agree to make timely payments for services as outlined in the
service agreement or invoicing terms. Any delays in payment may result in the suspension or
termination of services. The payment schedule and methods will be clearly communicated to clients,
and the Company remains open to discussing reasonable adjustments if necessary.

4.2.2. Billing Disputes:
In the event of a billing dispute, clients should promptly notify the
Company in writing, providing details and documentation supporting their position. Both parties
agree to work in good faith to resolve such disputes in a timely manner.

4.3. Intellectual Property

4.3.1. Client Content:
Clients retain ownership of their intellectual property, including but not
limited to logos, trademarks, and copyrighted materials provided to the Company for use in digital
marketing or affiliate programs. The Company is granted a limited, non-exclusive license to use this
intellectual property solely for the purpose of providing services.

4.3.2. Usage Permissions:
Clients grant the Company permission to use, reproduce, and display their
intellectual property within the scope of the agreed-upon services. This includes the creation of
marketing materials, promotional content, and any other assets necessary for the execution of
digital marketing and affiliate campaigns.

5. AFFILIATE RESPONSIBILITIES

5.1. Promotional Activities

5.1.1. Ethical Promotion:
Affiliates agree to conduct promotional activities in an ethical and
transparent manner. This includes refraining from engaging in deceptive practices, false
advertising, or any activity that may damage the reputation of the client or the Company. Affiliates
should adhere to industry best practices and legal standards in all promotional efforts.

5.1.2. Compliance with Guidelines:
Affiliates are expected to comply with the guidelines and
instructions provided by the Company and the client. This includes adherence to brand messaging,
promotional restrictions, and any other specifications outlined in the affiliate program agreement.
Failure to comply may result in the termination of the affiliate relationship.

5.2. Tracking

5.2.1. Use of Tracking Tools:
Affiliates shall use the tracking links, codes, or other tools
provided by the Company for accurate attribution of conversions. Proper implementation of tracking
mechanisms ensures that affiliates receive fair compensation for their promotional efforts and
enables the Company to provide clients with precise performance metrics.

5.2.2. Testing and Verification:
Affiliates are encouraged to test tracking links and verify their
functionality to ensure accurate tracking. In case of any discrepancies, affiliates should promptly
communicate with the Company for resolution.

5.3. Commission Payments

5.3.1. Earning Commissions:
Affiliates shall earn commissions based on the agreed-upon terms
outlined in the affiliate program agreement. Commissions are typically tied to specific actions,
such as sales or leads, generated through the affiliate’s promotional activities. The Company will
provide clear documentation of the commission structure.

5.3.2. Payment Schedule:
Commissions will be paid to affiliates according to the payment schedule
specified in the affiliate agreement. It is the responsibility of the affiliate to provide accurate
payment details to ensure timely and accurate compensation.

5.4. Code of Conduct

5.4.1. Professionalism:
Affiliates are expected to conduct themselves in a professional manner when
representing the client and the Company. This includes respectful communication with both the client
and the Company’s team members. Any disputes or concerns should be addressed through appropriate
channels in a constructive and professional manner.

5.4.2. Non-Compete Agreement:
Affiliates may be subject to non-compete agreements or restrictions,
as outlined in the affiliate program agreement. It is the responsibility of affiliates to
familiarize themselves with and adhere to any such restrictions to avoid conflicts of interest.

6. COMMISSIONS AND PAYMENTS

6.1. Payment Schedule

6.1.1. Transparent Agreements:
The Company is committed to maintaining transparency in commission
structures and payment schedules. Affiliates will be provided with a clear and detailed breakdown of
how commissions are calculated, ensuring a mutual understanding of the compensation model. Any
updates or changes to the commission structure will be communicated to affiliates in a timely
manner.

6.1.2. Frequency of Payments:
Commission payments will be made according to the agreed-upon
schedule, which is typically outlined in the affiliate program agreement. The frequency may vary but
commonly includes monthly or bi-monthly payments. In instances where a specific payment threshold is
established, affiliates will be paid once the threshold is met.

6.2. Refunds

6.2.1. Adjustment for Refunds:
In the event of product returns, cancellations, or refunds,
commissions related to those transactions may be subject to adjustment. The Company reserves the
right to deduct the appropriate amount from future commission payments to reflect the revised
transaction status.

6.2.2. Notification of Refunds:
Affiliates will be promptly notified of any adjustments to their
commissions due to refunds. The Company aims to provide clear and timely communication to maintain
transparency in financial transactions.

6.3. Currency

6.3.1. Specified Currency:
Unless otherwise agreed upon, all commission payments will be made in the
currency specified in the affiliate program agreement. Affiliates should ensure that their payment
details, such as bank accounts or payment platforms, support the designated currency to avoid
potential complications.

6.3.2. Currency Exchange Rates:
If commissions are paid in a currency different from the affiliate’s
local currency, the Company will use prevailing exchange rates at the time of payment. Any fees
associated with currency conversion will be the responsibility of the affiliate.

6.4. Payment Disputes

6.4.1. Dispute Resolution Process:
In the event of a dispute regarding commission payments,
affiliates are encouraged to reach out to the Company promptly. The Company will investigate the
matter in good faith, considering relevant data, tracking information, and any supporting
documentation provided by the affiliate.

6.4.2. Resolution Timeframe:
The Company is committed to resolving payment disputes in a timely
manner. Affiliates will be kept informed throughout the investigation process, and the Company will
make reasonable efforts to reach a fair and amicable resolution.

7. CONFIDENTIALITY

7.1. Non-Disclosure

7.1.1. Scope of Confidential Information:
Both the Company and the client acknowledge the
confidential nature of information shared during the course of their engagement. This includes, but
is not limited to, business strategies, trade secrets, proprietary technologies, financial
information, and any other non-public information designated as confidential.

7.1.2. Obligations of Parties:
The Company and the client agree to treat all confidential
information with the utmost care and not to disclose, reproduce, or use such information for any
purpose other than the provision of services or as expressly permitted in writing by the disclosing
party.

7.2. Exceptions

7.2.1. Publicly Available Information: The obligations of confidentiality do not extend to
information that is or becomes part of the public domain through no fault of the receiving party.
Information that was already known to the receiving party at the time of disclosure or is
independently developed without reference to the disclosed information is also exempt from
confidentiality obligations.

7.2.2. Legal Requirements: If the receiving party is required by law, regulation, or a court order
to disclose confidential information, the receiving party shall provide prompt notice to the
disclosing party, if legally permissible, to enable the disclosing party to seek a protective order
or take other appropriate measures.

7.3. Duration of Confidentiality Obligations

7.3.1. Continued Obligations:
The obligations of confidentiality shall continue for the duration of
the engagement and for a period of [specified duration] after the termination of the engagement
between the Company and the client.

7.3.2. Return or Destruction of Information: Upon termination of the engagement, or upon the
disclosing party’s written request, the receiving party shall promptly return or, at the disclosing
party’s option, destroy all confidential information in its possession or control.

7.4. Employee and Third-Party Obligations

7.4.1. Employee Awareness:
The Company ensures that its employees and agents are aware of and bound
by the confidentiality obligations outlined in these Terms. This includes taking reasonable measures
to prevent unauthorized access or disclosure of confidential information.

7.4.2. Third-Party Confidentiality Agreements:
If the Company engages third parties or
subcontractors in the provision of services, the Company will require such third parties to sign
confidentiality agreements with obligations consistent with those outlined herein.

8. TERMINATION

8.1. Termination for Convenience

8.1.1. Notice Requirements:
Either party may terminate the service agreement for convenience by
providing written notice to the other party at least 30 days in advance. This notice period allows
for a smooth transition and the orderly conclusion of ongoing services.

8.1.2. Outstanding Obligations:
In the event of termination for convenience, both parties remain
obligated to fulfill any outstanding contractual obligations accrued up to the effective date of
termination. This includes, but is not limited to, payment obligations and the completion of ongoing
projects or deliverables.

8.2. Termination for Breach

8.2.1. Immediate Termination:
Either party reserves the right to terminate the service agreement
immediately in the event of a material breach by the other party. A material breach includes but is
not limited to a failure to make timely payments, a violation of confidentiality obligations, or a
substantial failure to perform services as agreed.

8.2.2. Notice of Breach:
Prior to termination for breach, the non-breaching party shall provide
written notice to the breaching party specifying the nature of the breach and a reasonable timeframe
for cure. If the breach is not cured within the stipulated timeframe, the non-breaching party may
proceed with termination.

8.3. Effects of Termination

8.3.1. Client Access and Data:
Upon termination, clients will retain access to the client portal for
a reasonable period to retrieve any data, reports, or information needed for their records. The
Company will cooperate in facilitating the orderly transition of digital assets or data to the
client or a designated successor.

8.3.2. Affiliate Relationships:
In the case of termination, the Company will provide affiliates with
prompt notice and, where applicable, details regarding any outstanding commission payments.
Affiliates will be given the opportunity to retrieve necessary information and assets for the
transition.

8.4. Survival of Terms

8.4.1. Surviving Provisions:
Termination of the service agreement shall not affect the survival of
provisions related to confidentiality, intellectual property, payment obligations, and any other
terms expressly stated to survive termination.

9. DISCLAIMERS

9.1. No Guarantees

9.1.1. Performance Expectations:
While the Company endeavors to provide high-quality digital
marketing and affiliate management services, it does not guarantee specific results or outcomes. The
effectiveness of digital marketing campaigns and affiliate programs can be influenced by various
external factors, market conditions, and evolving industry trends.

9.1.2. Unforeseen Circumstances:
The Company shall not be held liable for factors beyond its
control, including but not limited to changes in search engine algorithms, fluctuations in market
demand, or unforeseen events impacting the overall effectiveness of the services provided.

9.2. Third-Party Services

9.2.1. Third-Party Platforms:
The Company may utilize third-party services, tools, or platforms in
the provision of its services. While the Company takes reasonable steps to select reputable and
reliable third-party providers, it cannot be held responsible for the actions, performance, or
reliability of these external entities.

9.2.2. Limitation of Liability:
The Company’s liability is limited to the extent permitted by law,
and clients and affiliates acknowledge that the use of third-party services is subject to the terms
and conditions of those respective providers.

9.3. Data Security and Privacy

9.3.1. Security Measures:
The Company implements industry-standard security measures to protect
client and affiliate data. However, the Company cannot guarantee the absolute security of data, and
clients and affiliates are encouraged to take their own precautions, such as using secure passwords
and maintaining the confidentiality of access credentials.

9.3.2. Privacy Compliance:
While the Company is committed to compliance with data protection and
privacy regulations, clients and affiliates are responsible for ensuring their compliance with
applicable laws and regulations. This includes obtaining necessary consents for data collection and
processing activities.

9.4. Changes to Services

9.4.1. Service Modifications:
The Company reserves the right to make changes to its services,
including features, functionalities, and tools, without prior notice. Clients and affiliates will be
informed of significant changes, but the Company is not obligated to maintain specific service
features.

9.4.2. Continuous Improvement:
Changes to services may be made to enhance performance, security, or
adapt to evolving industry standards. The Company will make reasonable efforts to minimize
disruption and ensure a smooth transition during any service modifications.

9.5. Professional Advice

9.5.1. Consultation with Experts:
The information provided by the Company, whether through
consultations, reports, or other means, is not a substitute for professional advice. Clients and
affiliates are encouraged to seek the advice of qualified professionals in areas such as legal,
financial, or marketing matters to address their specific needs and circumstances.

9.5.2. Limitation of Liability:
The Company shall not be liable for any decisions or actions taken
by clients or affiliates based solely on the information provided and strongly recommends seeking
professional advice when needed.

10. LIMITATION OF LIABILITY

10.1. Scope of Limitation

10.1.1. Nature of Liability:
To the maximum extent permitted by applicable law, the Company’s
liability for any direct, indirect, incidental, consequential, or punitive damages arising from or
related to the provision of services, whether in contract, tort, or otherwise, is expressly limited.

10.1.2. Financial Limitation:
In no event shall the total liability of the Company exceed the total
amount paid by the client or affiliate to the Company for the specific services that gave rise to
the claim in the twelve months preceding the date of the claim.

10.2. Exclusions from Liability

10.2.1. Force Majeure Events:
The Company shall not be liable for any failure to perform its
obligations under these Terms if such failure is caused by events beyond its reasonable control,
including but not limited to acts of God, natural disasters, war, terrorism, strikes, or other labor
disputes.

10.2.2. Third-Party Actions:
The Company shall not be liable for the actions or omissions of third
parties, including but not limited to the actions of affiliates, third-party service providers, or
any other external entities.

10.3. Assumption of Risks

10.3.1. Acknowledgment of Risks:
Clients and affiliates acknowledge the inherent risks associated
with digital marketing and affiliate management services. This includes the unpredictability of
market dynamics, changes in consumer behavior, and the potential impact of external factors beyond
the Company’s control.

10.3.2. Risk Mitigation:
While the Company strives to mitigate risks through best practices and
diligent efforts, clients and affiliates assume the risks associated with the nature of the services
provided.

11. GOVERNING LAW

11.1. Applicable Law

11.1.1. Jurisdiction: These Terms and any disputes arising under or in connection with them shall be
governed by and construed in accordance with the laws of [Jurisdiction]. Any legal action or
proceedings related to these Terms shall be brought exclusively in the courts of [Jurisdiction].

11.1.2. Consent to Jurisdiction:
By using the Company’s services, clients and affiliates consent to
the personal jurisdiction of the courts in [Jurisdiction] for any legal actions arising from or
related to these Terms.

11.2. Resolution of Disputes

11.2.1. Alternative Dispute Resolution:
In the event of a dispute arising under or in connection
with these Terms, both parties agree to attempt to resolve the dispute amicably through mediation or
other alternative dispute resolution mechanisms before resorting to legal action.

12. AMENDMENTS

12.1. Notification of Changes

12.1.1. Right to Amend:
The Company reserves the right to update or modify these Terms at any time.
Amendments may be made to reflect changes in services, address legal or regulatory requirements, or
for other business-related reasons. The Company will exercise reasonable efforts to provide notice
of significant changes.

12.1.2. Notification Method:
Notice of amendments may be communicated through email, notification
within the client portal, or other reasonable means. Clients and affiliates are responsible for
regularly reviewing the Terms to stay informed about any modifications.

12.2. Client and Affiliate Acceptance

12.2.1. Acceptance of Amendments:
Continued use of the Company’s services following the notification
of amendments constitutes acceptance of the modified Terms. If clients or affiliates do not agree
with the amended Terms, they have the right to terminate their engagement with the Company in
accordance with the termination provisions outlined in these Terms.

13. CONTACT INFORMATION

13.1. Communication Channels

13.1.1. Primary Contact:
For any inquiries, concerns, or communication related to these Terms,
clients and affiliates are encouraged to contact the Company’s designated point of contact. This
information will be provided through the client portal, official communications, or other designated
channels.

13.1.2. Designated Email:
Inquiries related to these Terms may also be directed to the Company’s
designated email address for legal and compliance matters, which is info@pablo.partners.

13.2. Modification of Contact Information

13.2.1. Client Updates:
Clients are responsible for keeping their contact information up to date
within the client portal or by notifying the Company promptly of any changes. The Company will not
be responsible for any communication issues arising from outdated contact information.

13.2.2. Affiliate Updates:
Affiliates should ensure that their contact information, especially email
addresses, is current to receive important notifications and updates regarding their engagement with
the Company.

For any inquiries regarding these Terms, please contact us at info@pablo.partners.

Thank you for choosing Pablo.Partners. We look forward to a successful partnership.