Affiliate Program Terms

These Terms govern participation in the Sutram Affiliate Program (the "Program"), operated by Sutram Desenvolvimento de Software Ltda., a Brazilian limited liability company enrolled with CNPJ 63.317.644/0001-28, headquartered at Rua Paes Leme, 215, conjunto 1713, 05424-150, São Paulo, SP, Brazil ("Sutram"). By enrolling in the Program, you (the "Affiliate") represent that you have read, understood, and fully accepted these Terms. In the event of any discrepancy between this translation and the Portuguese version, the Portuguese version prevails.

1. Definitions

• Referral Link: the unique URL assigned to the Affiliate containing their tracking code.
• Referred Customer: a customer who subscribed to a paid Sutram plan with valid attribution to the Affiliate under Section 4.
• Commission: the compensation owed to the Affiliate under Section 5.
• Dashboard: the authenticated area where the Affiliate tracks referrals, Commissions, and payouts.

2. Enrollment and eligibility

2.1. Enrollment is free and subject to Sutram's discretionary approval. Sutram may decline applications without obligation to state reasons.

2.2. Affiliates resident in Brazil must be a duly organized legal entity (active CNPJ) able to issue service invoices (nota fiscal) for intermediation/agency services. Individuals are not eligible.

2.3. Affiliates resident outside Brazil may be individuals or legal entities with legal capacity to contract.

2.4. The Affiliate represents that all registration information (including tax and payment details) is accurate and undertakes to keep it current. Sutram may withhold payouts while registration issues remain unresolved.

2.5. The following may not participate: (a) Sutram's partners, employees, and direct contractors; (b) accounts created to refer themselves or companies within the Affiliate's own corporate group.

3. Nature of the relationship

3.1. The Program establishes a commercial referral relationship. It creates no employment, partnership, commercial representation, franchise, or exclusivity relationship between the parties.

3.2. The Affiliate has no authority to represent Sutram, contract on its behalf, grant discounts, make warranties, or assume obligations for it.

3.3. The Affiliate acts independently, bears their own costs, and is free to promote third-party products, including competitors.

4. Referral attribution

4.1. Attribution uses a first-party cookie valid for sixty (60) days from the click on the Referral Link. The last valid click before signup prevails.

4.2. A referral is consolidated when the Referred Customer makes their first payment for a paid plan. Trials and free plans do not generate Commission but preserve attribution within the cookie window.

4.3. The Affiliate acknowledges that cookie-based tracking has technical limitations (blockers, browser clearing, device switching) and that referrals not captured by the system do not entitle the Affiliate to Commission. The records of Sutram's tracking system are the exclusive source for determining attributions and Commissions, except in cases of manifest error demonstrated by the Affiliate.

4.4. Once consolidated by the first payment, attribution is final and non-transferable.

5. Commissions

5.1. Rate: 25% (twenty-five percent) of the amount actually paid by the Referred Customer to Sutram, net of discounts, cancellations, and refunds, during the first twelve (12) months counted from that customer's first payment. After this period, the customer's payments no longer generate Commission.

5.2. Calculation basis: the amount of each settled invoice. Upgrades, downgrades, and prorated adjustments are automatically reflected in the period's Commission.

5.3. Currency: Commission accrues in the Referred Customer's billing currency (Brazilian reais for customers in Brazil; US dollars or euros for all others, per the subscription's currency), with no currency conversion. Balances are kept separately per currency.

5.4. Commission restriction — Affiliates in Brazil: Affiliates with tax residence in Brazil are entitled to Commission only on customers billed in Brazilian reais (BRL). Invoices of customers billed in foreign currency are displayed on the Dashboard as non-commissionable. This restriction keeps all payouts to Brazilian affiliates within the domestic invoice (nota fiscal) and Pix flow (Section 6.2). Affiliates with tax residence outside Brazil are entitled to Commission on customers billed in any currency, including Brazilian reais.

5.5. Holding period: each Commission remains pending for forty-five (45) days from the payment that originated it, to accommodate refunds and disputes. After the holding period, the Commission is released for payout in the following monthly cycle.

5.6. Reversal: refunds, chargebacks, fraud, or cancellation of the originating payment reverse the corresponding Commission, even after release. If reversal occurs after payout, the amount will be offset against future balances or payouts.

6. Payouts

6.1. Payouts are monthly, subject to a minimum released balance, assessed per currency: BRL 250.00 (BRL balance), USD 50.00 (USD balance), or EUR 50.00 (EUR balance). Balances below the minimum roll over to subsequent cycles.

6.2. Affiliates in Brazil: payout is made via Pix to an account held by the registered legal entity, conditioned on the issuance of a service invoice (nota fiscal) for intermediation/agency services in the approved amount for the cycle. Without the invoice, the payout is withheld, with no interest or charges accruing.

6.3. Affiliates outside Brazil: payout is made via Wise or PayPal, per the registered details. Balances in US dollars and euros are paid in the currency of the balance; a balance in Brazilian reais is remitted with currency conversion performed on the remittance date, at the provider's prevailing rate. Fees charged by the Affiliate's payment provider (receiving, local conversion) are borne by the Affiliate. Withholdings required by Brazilian law on the remittance, where applicable, will be itemized in the statement (Section 8.2).

6.4. Upon termination of participation (for any reason other than a ban for violation — Section 9), remaining released balances are paid in the following cycle, even if below the minimum.

7. Prohibited conduct

The Affiliate shall not:

• Advertise on the brand: run paid media (Google Ads, Meta, Bing, etc.) using "Sutram" or variations/misspellings as keywords, or direct paid traffic from such keywords to the Referral Link; register domains, subdomains, or social handles containing the brand or likely to cause confusion;
• Self-refer: use their own Referral Link to subscribe to Sutram for themselves, for companies in their group, or for accounts under their control;
• Spam: send unsolicited bulk communications (email, SMS, direct messages) containing the Referral Link;
• Mislead: make false or unauthorized promises or claims about Sutram's features, pricing, warranties, or outcomes; present themselves as Sutram or as its representative;
• Offer unauthorized incentives: offer discounts, cashback, commission rebates, or any financial inducement to subscribe, except through an official coupon created by Sutram for the Affiliate;
• Generate artificial traffic: produce clicks, signups, or subscriptions through automated, fraudulent, or artificially incentivized means;
• Associate with inappropriate content: place the Referral Link in contexts that are illegal, defamatory, discriminatory, or that associate the brand with harmful content.

8. Mandatory disclosure and taxes

8.1. The Affiliate must clearly and conspicuously disclose to their audience that they receive compensation for referrals, in accordance with applicable advertising laws and self-regulation (in Brazil, CONAR's influencer advertising guidelines; in the US, the FTC Endorsement Guides; and equivalents in other jurisdictions).

8.2. Each party is responsible for the taxes assigned to it by law. Sutram will apply withholdings required by Brazilian law where applicable. The Affiliate is solely responsible for taxes on Commissions received in their own jurisdiction.

9. Suspension, ban, and termination

9.1. Either party may terminate participation at any time, without penalty, by notice. Voluntary termination does not affect Commissions already accrued, which follow the normal holding and payout flow; new invoices from previously referred customers cease to generate Commission after termination.

9.2. Violation of these Terms entitles Sutram, according to severity, to: (a) suspend the Affiliate — new attributions are frozen, accrued Commissions preserved; or (b) ban the Affiliate — pending and released-but-unpaid Commissions are cancelled, without prejudice to legal remedies in cases of fraud.

9.3. Sutram will notify the Affiliate of the measure applied and its grounds, except where notification could compromise an ongoing fraud investigation.

10. Intellectual property

10.1. Sutram grants the Affiliate a limited, non-exclusive, revocable, non-transferable license to use the "Sutram" brand and official promotional materials, solely for Program purposes and in accordance with these Terms.

10.2. The license terminates automatically upon termination of participation. Nothing in these Terms transfers to the Affiliate any right over Sutram's trademarks, software, or content.

11. Personal data

11.1. Processing of the Affiliate's personal data follows Sutram's Privacy Policy and applicable law (LGPD and, where applicable, GDPR).

11.2. The Affiliate does not receive Referred Customers' personal data — the Dashboard displays only aggregate metrics and Commission amounts.

11.3. When building their own audience, the Affiliate is responsible for complying with the data protection and marketing laws applicable to their channels.

12. Limitation of liability

12.1. The Program is provided "as is." Sutram does not guarantee conversion volumes, uninterrupted tracking availability, or financial results to the Affiliate.

12.2. Sutram's total liability to the Affiliate, on any grounds related to the Program, is limited to the amount of Commissions due and unpaid.

13. Changes to these Terms

13.1. Sutram may amend these Terms and the Program's commercial parameters (rate, duration, holding period, minimums) upon thirty (30) days' notice via the registered email and/or the Dashboard.

13.2. Amendments are not retroactive: Commissions already accrued follow the rules in force on the date of the customer payment that originated them. Continued participation after the amendments take effect constitutes acceptance.

14. Governing law and venue

These Terms are governed by the laws of the Federative Republic of Brazil. The courts of São Paulo, SP, Brazil are elected as the exclusive venue for any disputes, to the exclusion of any other, however privileged.

15. General provisions

15.1. These Terms constitute the entire agreement between the parties regarding the Program and supersede prior understandings.

15.2. Tolerance of non-compliance does not constitute waiver. The invalidity of one clause does not affect the others.

15.3. The Affiliate may not assign their position in the Program without Sutram's prior consent.

15.4. Official communications will be made through the Affiliate's registered email and affiliates@sutram.io.