These Terms of Service (the “Terms”) are a legal agreement between you and Simular, Inc. (“Simular,” “we,” “us,” or “our”), governing your participation in the Friends of Sai affiliate program (the “Program”). By applying to, enrolling in, or participating in the Program, you agree to these Terms.
These Terms do not replace any other terms that apply to your use of Sai or other Simular services. If you use Sai or other Simular services, our applicable terms of service and privacy policy continue to apply to that use.
Sai is a secure, enterprise-grade AI agent platform developed by Simular, Inc., designed to operate a dedicated, virtualized workspace on behalf of users, enabling them to complete tasks safely and continuously via simple chat commands, along with any associated apps and websites.
The Program allows eligible creators, key opinion leaders, community operators, publishers, and other individuals or entities to refer potential customers to Sai and, subject to these Terms, receive a referral commission for doing so. If a referred customer subscribes to Sai through the Program, the customer’s subscription and use of Sai are between that customer and Simular, not between the customer and you.
If we accept you into the Program, we may provide you with a unique tracked link or other approved referral mechanism that you may use to refer potential customers to Sai. By participating in the Program, you are authorized to promote Sai in accordance with these Terms. You do not receive any right to sell Sai, bind Simular, make commitments on our behalf, set prices, negotiate customer contracts, or collect payments from customers. Your role is limited to referring potential customers and promoting Sai in accordance with these Terms and any Program materials we provide.
Eligibility. You may participate in the Program only if you are at least 18 years old or the age of majority in your jurisdiction, whichever is higher, and you have the legal authority to agree to these Terms. If you participate on behalf of an entity, you represent that you have authority to bind that entity, and “you” refers to that entity.
Acceptance. Submitting an application or receiving Program materials does not guarantee acceptance into the Program. We may accept, reject, suspend, or remove any affiliate from the Program at our discretion.
Program Materials. We may provide you with referral links, creative assets, copy, brand guidance, reporting dashboards, or other Program materials. You may use those materials only to participate in the Program and only in accordance with our instructions.
Third Party Platform. The Program is administered in part through Rewardful,which we use to track referrals and record payout schedules. By participating in the Program, you agree to comply with Rewardful's applicable terms of service, in addition to these Terms. If there is a conflict between these Terms and Rewardful's terms with respect to commissions, referrals, or the Program, these Terms control.
Accurate Information. You must provide accurate, current, and complete information requested by us, including contact (email and mobile), address, payment, tax, and compliance information. We may withhold commission payments until you provide information we reasonably require to administer the Program and comply with applicable law.
Tracked Link Required. A referred customer will be eligible for commission only if the customer signs up for Sai through your Simular-provided tracked link or another referral mechanism expressly approved by us. We are not responsible for referrals that cannot be tracked because of browser settings, cookie deletion, ad blockers, technical issues, customer actions, or your failure to use the approved referral mechanism.
Referral Qualification. A referral becomes a qualified referral only if the referred customer has never previously held a paid subscription to Sai (as further defined under 'No Commission on Re-Subscribers' below), completes any required signup process, becomes a paying Sai customer, and is attributed to you in our systems under the Program rules then in effect.
Attribution Rules. Referral attribution will be determined by Rewardful’s tracking systems and the Program rules in effect at the time of the relevant customer signup. We may establish or modify attribution windows, cookie durations, first-click or last-click rules, duplicate referral rules, and other tracking requirements from time to time. If a referral cannot be reliably tracked or attributed in our systems, or if there is an attribution conflict, Simular’s determination will be final.
No Self-Referral. You may not earn commissions on your own purchases, purchases by accounts that you control, purchases made for the purpose of generating commissions, or any transaction that we reasonably determine is not a bona fide third-party customer referral.
Commission Rate. Subject to these Terms, we will pay you a referral commission equal to fifteen percent (15%) of software subscription revenue that we actually receive and retain from a qualified referral's first paid subscription.
Software Subscription Revenue Only. Commissions apply only to Sai software subscription revenue. Commissions do not apply to taxes, payment processing fees, refunds, credits, top-ups, chargebacks, discounts, non-software services, implementation, customization, consulting, support packages, data, hardware, pass-through costs, or any other amounts that are not Sai software subscription revenue.
First Paid Subscription Only. Commissions are earned only on a unique new user's first paid subscription to Sai software. Affiliates do not earn commissions on that same user's subscription renewals, top-ups, plan upgrades, or any subsequent billing cycles.
No Commission on Re-Subscribers. Commissions do not apply to any user who has previously held a paid subscription to Sai, regardless of whether that prior subscription originated through your referral link, another affiliate's referral link, or no affiliate at all. Only a user's first-ever paid subscription is eligible for commission. We determine whether a referred customer is a unique new user based on our own systems and available signals, which may include email address, payment method, device, account, or other identifying information, and our determination is final.
Commission Window. You are eligible to earn commissions only during the twelve (12) month period beginning on the date we accept you into the Program and issue you a referral link ('Onboarding Date'). Referrals and qualifying subscriptions occurring outside this window are not eligible for commission, regardless of when the referral link was originally shared. A referral qualifies under this window if the referred customer's tracked payment occurs within this twelve (12) month period, and subject to all other clauses in these Terms.
Customer Cancellation and Non-Payment. If a referred customer cancels, fails to pay, or otherwise does not complete payment for their first paid subscription, no commission is owed for that referral.
Refunds and Non-Retained Amounts. We do not owe commission to the extent we do not retain the invoiced amount, including because of refunds, credits, chargebacks, payment disputes, or other reversals. If a customer receives a partial refund or credit on their first paid subscription, the corresponding commission will be reduced proportionately. If a customer cancels their first paid subscription and receives a full refund, the commission earned from that referral is void.
Clawback and Offset. If we paid or credited you a commission that later becomes invalid or was not properly payable, including because of refunds, chargebacks, fraud, attribution error, breach of these Terms, or customer non-payment, we may recover that amount from you or offset it against future commissions or other amounts payable to you.
No Other Compensation. Except for commissions expressly earned under these Terms, you are not entitled to any fee, expense reimbursement, revenue share, equity, bonus, sponsored Sai software subscription, or other compensation from Simular.
Payment Timing. Commissions are calculated and scheduled using Rewardful, and paid directly by us according to the payout schedule recorded in the Program dashboard. If no schedule is recorded, commissions will be reviewed and paid after the applicable customer payment has been received, retained, and processed by us, subject to any fraud, refund, chargeback, compliance, or tax review.
Payment Method. You must provide and maintain a valid payment method supported by us or our payment provider, as specified in the applicable Program materials or dashboard, including any account details (such as a valid and accurate email address) required to receive payment through that method. You are responsible for ensuring your payment details remain accurate and up to date, and for any fees imposed by your bank, payment provider, or intermediary. We are not responsible for payments delayed, rejected, or misdirected due to inaccurate or outdated payment information you provide.
Taxes. You are solely responsible for all taxes, duties, assessments, withholdings, and reporting obligations arising from commissions paid to you. We may request tax forms or other information and may withhold amounts if required by law.
Records and Disputes. Commission calculations will be based on the records maintained in Rewardful and our own internal systems. If you believe a commission calculation is incorrect, you must notify us in writing within thirty (30) days after the relevant report or payment. If you do not do so, the calculation will be deemed accepted, except for errors or fraud that we later identify.
You are responsible for all content, claims, channels, campaigns, and activities you use to promote Sai. You must ensure that your promotional activities are lawful, truthful, accurate, non-misleading, and consistent with any Program materials, brand guidelines, and instructions we provide.
You must not state or imply that you are employed by Simular, authorized to bind Simular, speaking on behalf of Simular, providing official Simular support, or making an independent review if your relationship with Simular is not clearly disclosed.
You must not make representations about Sai’s features, performance, pricing, roadmap, availability, security, privacy, compliance, or suitability that are false, misleading, unsubstantiated, inconsistent with our official materials, or not authorized by us.
We may monitor your promotional activities and materials related to Sai and the Program, including websites, social media posts, videos, emails, advertisements, landing pages, and other public or targeted communications. Upon our request, you must promptly provide reasonable information, screenshots, copies, links, records, or other materials relating to your promotion of Sai. If we determine that any promotional activity or material is inaccurate, misleading, unlawful, non-compliant with these Terms, inconsistent with our Program materials or brand guidelines, or otherwise harmful to Simular, Sai, customers, or prospective customers, you must promptly modify, remove, or stop using such activity or material as we request.
You must clearly and conspicuously disclose your relationship with Simular and the fact that you may receive compensation from referrals whenever required by applicable law, regulation, platform rule, or industry guidance, including endorsement, advertising, consumer protection, and influencer marketing rules. Your disclosure must be placed close to the relevant endorsement, recommendation, referral link, discount code, or other promotional claim, and must be presented in a way that ordinary consumers are likely to notice and understand before they act on the referral. You may not use vague or ambiguous disclosures if they do not clearly communicate that you may receive compensation.
You are solely responsible for complying with laws and platform requirements that apply to your promotional activities, including laws relating to advertising, endorsements, contests, email marketing, text messaging, privacy, data protection, intellectual property, unfair competition, sanctions, export controls, and anti-bribery.
Privacy and Customer Data. You are responsible for complying with all applicable privacy, data protection, electronic communications, marketing, and anti-spam laws in connection with your promotional activities. You may not collect, use, disclose, sell, share, or otherwise process any personal information in connection with the Program except in compliance with applicable law and your own privacy notices and consent requirements.
You may not engage in, authorize, assist, or benefit from any activity that we reasonably determine violates these Terms or harms Simular, Sai, customers, prospective customers, or the integrity of the Program, including:
Fraud and Gaming. Generating fake, automated, incentivized, duplicate, low-quality, or non-bona fide signups, subscriptions, clicks, leads, or transactions; using bots, scripts, click farms, cookie stuffing, forced clicks, misleading redirects, or similar techniques; or otherwise attempting to manipulate attribution or commissions.
Misleading Promotions. Making false or misleading claims, using deceptive landing pages, impersonating Simular, misrepresenting your relationship with us, or presenting unofficial materials as official Simular materials.
Improper Advertising. Running paid search, keyword advertising, domain names, social handles, app names, or ads using Simular, Sai, or confusingly similar terms except as expressly permitted by us in writing.
Spam and Unauthorized Outreach. Sending unsolicited bulk messages, violating platform rules, using purchased or unlawfully obtained contact lists, or contacting people in a manner that violates law or creates risk for Simular.
Harmful Content. Promoting Sai through content or channels that are unlawful, hateful, harassing, sexually exploitative, defamatory, infringing, deceptive, malicious, or otherwise harmful to Simular’s reputation.
Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Simular and Sai names, logos, trademarks, and Program materials that we provide solely to promote Sai under the Program.
You must follow our brand guidelines and any instructions we provide. You may not alter our marks, register or use domain names or social media handles containing our marks, bid on our marks, create confusingly similar branding, or use our marks in a way that suggests sponsorship, endorsement, partnership, employment, or agency beyond your participation in the Program.
We and our licensors retain all rights, title, and interest in and to Sai, the Program, our websites, our materials, our trademarks, and all related intellectual property. You receive no rights except the limited rights expressly granted in these Terms.
You may receive non-public information about Simular, Sai, customers, pricing, product plans, Program performance, commission calculations, technical systems, or business operations. You must use confidential information only to participate in the Program and must not disclose it to any third party except as authorized by us in writing or required by law.
Changes. We may modify, suspend, or discontinue the Program, these Terms, commission rates, Program eligibility, attribution rules, payment methods, Program materials, or any other Program feature at any time. If we make material changes, we will use reasonable efforts to provide notice through the Program dashboard, email, website posting, or another reasonable method. Any change to the commission rate will apply only to referrals tracked after the effective date of the change and will not reduce commissions on referrals that qualified before that date.
Termination by You. You may leave the Program at any time by following the process we provide or by notifying us in writing.
Termination by Simular. We may suspend or terminate your participation in the Program at any time, with or without notice, if we believe you have violated these Terms, engaged in fraud or harmful conduct, created legal or reputational risk, failed to provide required information, or otherwise acted inconsistently with the Program’s purpose.
Effect of Leaving the Program. After you leave or are removed from the Program, you will not earn commissions for customers who sign up through your referral link or other referral mechanism after the effective date of your departure or removal.
Existing Qualified Referrals. Unless your participation is terminated for breach, fraud, abuse, or other improper conduct, we will continue to pay commissions that become payable for qualified referrals properly made before your departure or removal, subject to these Terms, including the Commission Window, customer cancellation, refunds, clawbacks, and offsets.
Effect of Breach or Fraud. If we determine that you violated these Terms, engaged in fraud or abuse, or otherwise created invalid referrals, we may withhold, cancel, claw back, or offset any unpaid or previously paid commissions, including commissions associated with referrals made before termination.
Post-Termination Obligations. Upon termination or departure, you must stop using your referral links, Program materials, Simular marks, and confidential information, and you must remove or update promotional materials as we reasonably request.
You and Simular are independent contractors. These Terms do not create any employment, agency, partnership, joint venture, franchise, fiduciary, reseller, distributor, broker, or sales representative relationship. You have no authority to bind Simular or make commitments on our behalf.
THE PROGRAM, PROGRAM MATERIALS, REFERRAL LINKS, REPORTING TOOLS, DASHBOARDS, AND ANY RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SIMULAR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND ERROR-FREE OPERATION.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL SIMULAR OR ITS AFFILIATES, INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SIMULAR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PROGRAM WILL NOT EXCEED THE COMMISSIONS ACTUALLY PAID TO YOU UNDER THE PROGRAM DURING THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
You agree to indemnify and hold harmless Simular and its affiliates, investors, directors, officers, employees, agents, successors, assigns, licensors, and service providers from and against any liabilities, claims, damages, expenses, losses, penalties, and costs, including reasonable attorneys’ fees, arising out of or related to your promotional activities, your breach of these Terms, your violation of law or platform rules, your content or channels, your tax obligations, or your negligence, fraud, or willful misconduct.
Changes to These Terms. We may revise these Terms at our discretion. Continued participation in the Program after the effective date of an update constitutes acceptance of the updated Terms.
Entire Agreement. These Terms, together with any Program materials or supplemental terms expressly incorporated by reference, form the entire agreement between you and Simular regarding the Program and supersede any prior or contemporaneous understandings about the Program.
Severability. If any provision of these Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
No Waiver. Any delay or failure by Simular to enforce a provision of these Terms is not a waiver of our right to enforce that provision later.
Assignment. You may not assign or transfer these Terms or your Program participation without our prior written consent. We may assign or transfer these Terms without restriction.
Notices. We may provide notices by email, through a Program dashboard, by posting on our website, or through other reasonable means. You may contact us at affiliates@simular.ai unless we specify another contact method for the Program.
Survival. Provisions that by their nature should survive termination will survive, including provisions relating to commissions already accrued or subject to clawback, confidentiality, intellectual property, tax, disclaimers, limitations of liability, indemnity, dispute resolution, and general terms.
Equitable Relief. You agree that a breach of provisions relating to confidentiality, Program misuse, prohibited conduct, or Simular’s intellectual property may cause irreparable harm for which monetary damages would be inadequate. Simular may seek injunctive or equitable relief without posting bond.
Arbitration Agreement. You and Simular agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Program, including its formation, applicability, breach, termination, enforcement, interpretation, or validity, will be resolved exclusively through final and binding arbitration, except that either party may bring an individual action in small claims court for disputes within that court's jurisdiction, and either party may seek the equitable relief described above in a court of competent jurisdiction. The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, before a single arbitrator, and will take place in San Francisco County, California, or another mutually agreed location, or, at the arbitrator's discretion, by video or telephone conference. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own attorneys' fees and costs, except as the AAA rules or applicable law otherwise require or permit.
Right to Opt Out of Arbitration. You may opt out of the Arbitration Agreement and the Class Action and Jury Trial Waiver above. To opt out, you must send written notice to Simular at affiliates@simular.ai within thirty (30) days of the date you first agreed to these Terms. Your notice must include your full name, the email address and any account or Program identifier associated with your participation, and a clear statement that you wish to opt out of the Arbitration Agreement. If you opt out, only the Arbitration Agreement and the Class Action and Jury Trial Waiver will not apply to you; all other provisions of these Terms, including the Governing Law and Exclusive Jurisdiction provision below, will continue to apply. Opting out will not affect your eligibility to participate in the Program or otherwise limit your rights under these Terms.
Class Action and Jury Trial Waiver. To the fullest extent permitted by applicable law, you and Simular agree that any arbitration or other proceeding will be conducted only on an individual basis and not as a class, collective, consolidated, or representative action. Neither you nor Simular may bring a claim as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one party's claims and may not otherwise preside over any form of a class, collective, or representative proceeding. If this class action waiver is found unenforceable as to a particular claim or request for relief, that claim or request must be brought in court, and all remaining claims will remain subject to arbitration. You and Simular each knowingly and voluntarily waive any right to a jury trial for any dispute arising out of or related to these Terms or the Program.
Governing Law and Exclusive Jurisdiction. These Terms will be governed by, and construed and interpreted in accordance with, the laws of the State of California without giving effect to conflict of law principles. You and Simular agree to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California for any dispute arising out of or related to these Terms or the Program.