Affiliate Program Terms

These Affiliate Program Terms (“Affiliate Terms”) govern participation in the Imba affiliate program (the “Program”). They are a binding agreement between AMP Catalyst LLC, a Delaware limited liability company (registration No. 7693186), 108 W. 13th Street, Suite 100, Wilmington, DE 19801, USA, doing business as “Imba” (“Imba”, “we”), and the person or entity that participates in the Program (“Affiliate”, “you”).

By creating a Referral Link or otherwise participating in the Program, you accept these Affiliate Terms. If you also use the Imba Service, the Terms of Service and Acceptable Use Policy apply to that use.

Not the same as in-app referrals. This Program rewards you for bringing new paying Customers to Imba. It is separate from the referral elements that Customers build inside their own Apps for their End Users, which are governed by the Terms of Service (Part B, Module 2).

1. Joining the Program

1.1 How to join. Any holder of an Imba account who meets Section 1.2 can join the Program by creating a Referral Link in their account profile. No separate application is required. Imba may refuse or end anyone’s participation at its discretion, including by deactivating their Referral Links.

1.2 Eligibility. You must:

• be at least 18 years old and able to enter into contracts;
• provide accurate information, including payout and tax details when you request a payout;
• not be located in, or identified on lists of, sanctioned countries or persons.

1.3 Independent contractor. You participate as an independent contractor. Nothing creates an employment, agency, partnership, or franchise relationship. You may not make commitments on Imba’s behalf.

2. How referrals are tracked

2.1 Referral Links. You can create referral links in your account profile (“Referral Links”). You may create as many Referral Links as you like, for example for different channels or campaigns. All Referral Links you create are attributed to you.

2.2 Qualified Customer. A “Qualified Customer” is a new customer who:

• (a) creates an Imba account within 30 days after first following one of your Referral Links (the “Attribution Window”);
• (b) pays Subscription Fees for a paid plan or orders Development Services and pays for them;
• (c) did not already have an Imba account and was not already in active discussions with Imba;
• (d) is not you, your affiliate, or an account you control.

2.3 Sub-Affiliates. A “Sub-Affiliate” is a user attributed to you under Section 2.4 who then creates their own Referral Links. Qualified Customers referred by you are your “Level 1” referrals. Qualified Customers referred by your Sub-Affiliates are your “Level 2” referrals. Commission is paid on two levels only; no commission is paid on referrals beyond Level 2, and no commission is paid for recruiting Sub-Affiliates as such — only on payments actually made by Qualified Customers.

2.4 Attribution. When a user follows a Referral Link, Imba records the visit. If that user creates an Imba account within the Attribution Window, Imba automatically and permanently links the user to the Affiliate who created the link. The link is fixed at sign-up and does not change afterwards. If a user followed Referral Links of more than one Affiliate within the Attribution Window, the last Referral Link followed before sign-up prevails. A user who signs up without following a Referral Link, or after the Attribution Window has ended, is not attributed to any Affiliate. Imba’s records are final in determining attribution. Imba is not responsible for attribution failures caused by browsers, ad blockers, deletion of browser data, or Telegram limitations.

3. Commission

3.1 What commission is paid on. Commission is paid only on:

• (a) Subscription Fees — amounts actually received by Imba from a Qualified Customer for subscriptions to paid plans; and
• (b) Development Services — amounts actually received by Imba from a Qualified Customer for App development or other custom work ordered from Imba under a separate agreement or Order Form (“Development Services”).

In each case, amounts exclude taxes, refunds, chargebacks, credits, payment processing fees, and amounts not collected (“Net Revenue”).

3.2 What commission is not paid on. No commission is paid on Purchased Credits or any other credit top-ups, Transaction Fees, add-ons, or any other products or orders not listed in Section 3.1.

3.3 Subscription commission tiers. Your rate on Subscription Fees depends on the number of your Level 1 Qualified Customers who paid Subscription Fees in the relevant calendar month (“Paying Referrals”):

The tier reached in a calendar month applies to all Subscription Fees received in that month from your Level 1 and Level 2 referrals.

3.4 Development Services commission. Regardless of your tier, you receive 12.5% of Net Revenue from Development Services ordered by your Level 1 referrals and 2.5% of Net Revenue from Development Services ordered by your Level 2 referrals.

3.5 Duration. Commission is paid monthly for every month in which the Qualified Customer pays, for as long as you remain in the Program and comply with these Affiliate Terms. Upgrades increase and downgrades reduce the commission accordingly.

3.6 Clawback. If Imba refunds a payment or receives a chargeback, the related commission is deducted from future payouts. If no future payouts are due, you must repay it on request.

3.7 No commission is payable for self-referrals or referrals of accounts you control, at either level; fraudulent, fake, or automated sign-ups or Sub-Affiliates; Customers acquired in breach of these Affiliate Terms; free plans; or payments Imba has not actually received.

3.8 Changes to rates. Imba may change commission rates or tiers by giving at least 30 days’ notice. Changes apply from the first calendar month after the notice period ends.

4. Payouts

4.1 Schedule. Commissions are calculated monthly. Commission earned in a calendar month becomes payable after a holding period of 30 days, to account for refunds and chargebacks, and is paid in the following payout cycle.

4.2 Minimum payout. Payouts are made when your accrued, unpaid commission reaches USD 250. Lower balances roll over to the next month.

4.3 Method and currency. Payouts are made in USD using one of the following methods:

• (a) bank transfer (wire / SWIFT);
• (b) Stripe Connect, where it is available in your country;
• (c) cryptocurrency (USDT), only by prior agreement with Imba.

Imba chooses the payout method at its discretion. To receive a payout, you must submit your payout details and any required tax forms through your account or, until this is available, by email to [email protected] or through the Imba support bot in Telegram (t.me/imba_support_global_bot). You are responsible for providing correct payout details and for any fees charged by your bank, payment provider, or blockchain network.

4.4 Taxes. You are responsible for all taxes on your commission. Imba may require tax forms (such as IRS Form W-9 or W-8BEN) before paying, and may withhold taxes where required by law.

4.5 Forfeiture. If your participation is terminated for breach, unpaid commission is forfeited. If you leave the Program voluntarily, or Imba terminates without cause, commission earned before termination will be paid in the next payout cycle, even if below the minimum payout.

5. Promotion rules

5.1 You may promote Imba on your own channels — Telegram channels, social media, blogs, video, newsletters, and events — in a truthful and lawful way.

5.2 Disclosure. You must clearly disclose your affiliate relationship with Imba wherever you promote it (for example, “affiliate link” or “I earn a commission”), as required by advertising laws such as the U.S. FTC Endorsement Guides and their equivalents in your market.

5.3 You must not:

• (a) send spam or unsolicited messages, including mass messages in Telegram chats, groups, or direct messages, or by email or SMS;
• (b) bid on, or use in paid search or social ads, the terms “Imba”, “IMBA”, “gTaps”, or misspellings or variations of them, or use them in domain names, usernames, or app names, without Imba’s written consent;
• (c) create websites, bots, channels, or accounts that impersonate Imba or could be mistaken for official Imba properties;
• (d) make false or misleading claims about Imba — including about prices, features, results, earnings, revenue, or guarantees — or make claims not supported by Imba’s official materials;
• (e) offer cash-back, rebates, or incentives to sign up, or post Referral Links on coupon or deal sites, unless Imba has approved this in writing;
• (f) use bots, fake accounts, incentivized clicks, traffic arbitrage, or any other method that artificially generates sign-ups or traffic;
• (g) refer yourself or accounts you control;
• (h) promote Imba next to content that violates Imba’s Acceptable Use Policy;
• (i) use Imba’s trademarks except as allowed in the Trademark Usage Policy and Section 6.

5.4 Investigation. Imba may request information about your promotional methods and traffic sources, and may hold payouts for up to 30 days while it investigates a suspected breach. You must respond within a reasonable time.

6. License to use Imba’s brand

During your participation, Imba grants you a limited, non-exclusive, non-transferable, revocable license to use the Imba name, logos, and marketing materials provided in your account, solely to promote Imba under these Affiliate Terms and the Trademark Usage Policy. All goodwill belongs to Imba. You may not call yourself an “Imba Partner”, “Official Imba”, or similar without written permission.

7. Term and termination

7.1 These Affiliate Terms continue until terminated.

7.2 Either party may terminate at any time with 15 days’ written notice.

7.3 Imba may terminate immediately, and suspend payouts pending investigation, if you breach these Affiliate Terms, engage in fraud, or harm Imba’s reputation.

7.4 On termination, you must stop using Referral Links and Imba’s brand assets. Sections 3.6, 4.4, 4.5, 8, 9, and 10 survive.

8. Confidentiality

You must keep confidential any non-public information Imba shares with you, including commission terms beyond those published, product plans, and Customer information. You will not receive personal data of Qualified Customers beyond what Imba chooses to show in your account, and you may use any such data only to administer your participation.

9. Disclaimers and limitation of liability

The Program and tracking tools are provided “as is”. Imba does not guarantee any level of commission or that tracking will be uninterrupted or error-free. To the maximum extent permitted by law, Imba is not liable for indirect or consequential damages or for lost profits, and Imba’s total liability under these Affiliate Terms is limited to the commission paid or payable to you in the 12 months before the claim.

10. Indemnification

You will indemnify Imba against claims, losses, fines, and costs arising from your promotional activities, your breach of these Affiliate Terms, or your violation of law or third-party rights.

11. General

11.1 Changes. Imba may update these Affiliate Terms with at least 30 days’ notice. Continued participation after the effective date means acceptance.

11.2 Governing law and disputes. These Affiliate Terms are governed by the laws of the State of Delaware, USA. Disputes are resolved as set out in Section 21 of the Terms of Service.

11.3 Assignment. You may not assign these Affiliate Terms. Imba may assign them to an affiliate or successor.

11.4 Contact. [email protected] or https://t.me/imba_global_support_bot