FEAIA MTDN Partner Terms & Conditions

In these Terms, unless the context requires otherwise, the following terms have the meanings set out below:

"FEAIA" or "Company"

The legal entity operating feaia.cc and the FEAIA desktop AI companion software, including its affiliates.

"Partner" or "you"

An individual or organization registered through the FEAIA Partner Dashboard and participating in the MTDN program.

"MTDN"

The Multi-Tier Distribution Network, being the partner program governed by these Terms.

"Referral Code"

The unique alphanumeric identifier assigned by FEAIA to a Partner to track activations and purchases attributable to that Partner.

"Activation"

An event where an end user registers via a Partner's Referral Code and completes a first paid subscription.

"Commission"

Compensation paid by FEAIA to a Partner for successful Activations or renewals, calculated at the rates set out in Schedule 1.

"Freeze Period"

The 30-calendar-day waiting period after a Commission is earned, during which refund and reversal requests are processed.

"Dashboard"

The partner-exclusive data management platform at feaia.cc/dashboard.

"Tier"

A Partner's level within MTDN: RU (Referral User), GA (Growth Ambassador), or SP (Strategic Partner).

To apply for and maintain Partner status, you must at all times:

1. Be at least 18 years of age, or the age of majority in your jurisdiction.
2. Hold a valid email address and a payment account capable of receiving payouts.
3. Ensure your promotional activities comply with all applicable laws, including advertising standards, anti-spam legislation, and data protection regulations.
4. Not have previously had your Partner status terminated by FEAIA for violation of these Terms or any compliance requirement.
5. Not apply with the primary intent of self-promotion (i.e., referring yourself or generating commissions solely from your own purchases).

SP tier (Strategic Partner) additional requirements:

• Verifiable media audience or community reach: ≥ 5,000 active followers, subscribers, or verifiable offline channel reach.
• Submission of channel profile URL for manual review by FEAIA's partnerships team, typically completed within 3 business days.

3.1 Commission Rates

Commission rates vary by Partner tier and revenue type as set out in Schedule 1 at the end of these Terms. Founding Ambassador status holders receive an additional permanent +3% bonus on all applicable rates; this bonus is not affected by tier downgrade.

3.2 Attribution Rules

Where an end user has been exposed to FEAIA through multiple channels or referral codes, attribution follows the Last Click principle: the most recent Referral Code used by the user prior to registration. Referral codes remain valid for 90 days from the user's first click.

3.3 Freeze Period and Settlement Cycle

Commissions enter a 30-day Freeze Period upon generation. Refunds or reversals occurring during the Freeze Period result in deduction of the corresponding commission. After the Freeze Period, outstanding commissions are aggregated at month-end and transferred to the Partner's withdrawable balance by the 10th of the following month.

3.4 Minimum Payout Threshold

A Partner's withdrawable balance must reach USD 20 equivalent before a withdrawal request can be submitted. FEAIA does not accrue interest on balances below the threshold.

3.5 Currency and Exchange

FEAIA settles globally in USD. Partners who elect to receive payment in CNY shall have their balance converted at the Bank of China mid-rate published on the date of withdrawal request submission. FEAIA bears no responsibility for exchange rate fluctuations.

3.6 Tax Obligations

Partners are solely responsible for declaring and paying all applicable taxes on commission income earned through the MTDN program. FEAIA does not provide tax advice and is not responsible for withholding any taxes on behalf of Partners, except where mandated by applicable law.

4.1 Honest Promotion Obligation

Partners must promote FEAIA products in an honest, accurate, and non-misleading manner. Partners must not:

• Make false statements about FEAIA's features or performance, including fabricated screenshots, invented testimonials, or inaccurate performance metrics;
• Make guarantees or promises not contained in FEAIA's official documentation (including promises about feature release timelines, subscription price locks, or data retention periods);
• Disparage FEAIA's direct competitors in a comparative manner (such claims are subject to strict verifiability standards in most jurisdictions);
• Issue statements to media, institutions, or the public on FEAIA's behalf without prior written authorization.

4.2 Prohibition of Fraud

The following activities constitute fraud and result in immediate permanent account termination and forfeiture of all paid and pending commissions:

• Self-referral: artificially inflating activation counts by self-registering accounts or directing others to register and immediately request refunds;
• Refund arbitrage: inducing referred users to subscribe and then refund in any manner to exploit commission timing around the Freeze Period;
• Code trafficking: transferring your Referral Code to third parties for their use, or selling your Partner status for compensation;
• Bulk spam: sending unsolicited marketing messages containing your Referral Code to email addresses, phone numbers, or social accounts that have not requested them, regardless of the technical means used;
• Click farming: using bots, scripts, or other automated tools to generate artificial clicks or installs.

4.3 Regulatory Compliance

Partners are responsible for ensuring their promotional activities comply with all applicable laws and regulations, including but not limited to:

• Appropriate disclosure of paid promotion or commercial relationships (as required by applicable advertising standards);
• Collection or processing of personal data obtained through referral activities in accordance with applicable data protection laws (PIPL in China, GDPR in the EU, or equivalent);
• Consumer protection, anti-fraud, and e-commerce regulations applicable in the jurisdictions where promotion occurs.

FEAIA grants Partners a non-transferable, non-exclusive, limited-purpose license to, during participation in the MTDN program:

• Use FEAIA's official brand assets (Logo, character art, banners, etc.) in content that promotes FEAIA products;
• Create reasonable derivative works from official assets (e.g., promotional videos, custom posters), provided such works are clearly labeled as "FEAIA Partner Content".

The above license does not permit Partners to:

• Register trademarks, domain names, or social account handles containing "FEAIA";
• Use FEAIA's brand on products or services unrelated to FEAIA;
• Modify FEAIA's Logo or character designs in any manner (including recoloring, distorting, or overlaying additional elements);
• Claim to be FEAIA's official agent or representative without written authorization.

Copyright in content created by Partners using FEAIA tools (e.g., personalized posters) remains with the Partner, subject to a worldwide, royalty-free license to FEAIA to display and share such content for non-commercial purposes.

6.1 Tier Upgrade and Downgrade Rules

Tier upgrades are evaluated automatically every 24 hours:

• RU → GA: At least 1 valid Activation (net of any refund reversals).
• GA → SP: At least 50 cumulative valid Activations, plus SP-tier audience eligibility confirmed by FEAIA.

Tier downgrade is triggered when a Partner's account shows no valid Activations in the preceding 180 days (Founding Ambassadors receive an additional 90-day grace period). Upon downgrade, commission rates adjust to the new tier; commissions already earned and past the Freeze Period are unaffected.

6.2 Founding Ambassador Program

Partners who meet the following criteria within 90 days of FEAIA's official public launch date (as announced on the feaia.cc homepage) automatically receive "Founding Ambassador" status:

• Complete Partner registration and pass review; and
• Generate at least 1 valid Activation within the qualifying window.

Founding Ambassador benefits include:

• A permanent +3% commission bonus stacked on all applicable rates;
• Tier downgrade protection: an additional 90-day grace period beyond the standard inactivity threshold;
• Priority invitation to FEAIA's annual Partner Summit (if held);
• Priority participation rights in FEAIA's profit-sharing program (if launched).

7.1 FEAIA's Right to Terminate

FEAIA may suspend or terminate a Partner's account if:

• The Partner violates any provision of these Terms;
• FEAIA reasonably suspects fraud, click-farming, or other serious misconduct (during which suspension is maintained pending investigation);
• The MTDN program is discontinued due to applicable law, government order, or regulatory requirements;
• FEAIA elects to terminate a specific Partner's status for any reason with 30 days' prior notice (no notice required for fraud-based terminations).

7.2 Voluntary Account Closure

Partners may request voluntary closure at any time via Dashboard → Account Settings → Close Account. Upon closure request:

• The Referral Code becomes immediately invalid and can no longer generate new Activations;
• Outstanding withdrawable balance (past the Freeze Period) is settled within 30 days of the closure request via the last valid payout account;
• Commissions still in Freeze are settled normally upon Freeze Period expiry; account data is retained for 90 days for export before being processed in accordance with the Privacy Policy.

7.3 Post-Termination Obligations

Upon termination, Partners must immediately cease all use of FEAIA brand assets, remove all promotional links containing their Referral Code, and discontinue all commercial activities conducted under the "FEAIA Partner" designation.

To the maximum extent permitted by applicable law:

• FEAIA is not liable for any indirect loss, loss of profit, loss of opportunity, or reputational damage suffered by Partners arising from participation in MTDN;
• FEAIA is not liable for losses resulting from Partner decisions made in reliance on Dashboard data (Dashboard data is indicative only and does not constitute a guarantee of earnings);
• FEAIA is not liable for Dashboard unavailability or commission settlement delays caused by force majeure events (including natural disasters, war, government orders, or network infrastructure failures);
• FEAIA makes no representation or warranty regarding the future price, features, operational status, or availability of FEAIA products.

FEAIA's total aggregate liability to a Partner under the MTDN program shall not exceed the total commissions actually paid by FEAIA to that Partner during the period to which the disputed commission relates.

9.1 Good-Faith Negotiation

Parties shall first attempt to resolve any dispute through good-faith negotiation. Partners may initiate a dispute via Dashboard → Contact Support or by email to partners@feaia.cc. FEAIA will respond within 5 business days.

9.2 Arbitration

If unresolved within 30 days of negotiation, disputes may be referred to the China International Economic and Trade Arbitration Commission (CIETAC) under its current arbitration rules, conducted in Chinese in Shenzhen; the award shall be final and binding on both parties. For Partners outside China, disputes may be referred to the Singapore International Arbitration Centre (SIAC) in English in Singapore.

9.3 Governing Law

For Partners in China, these Terms are governed by the laws of the People's Republic of China (excluding conflict-of-laws rules). For Partners outside China, these Terms are governed by the laws of Singapore (excluding conflict-of-laws rules).

FEAIA reserves the right to amend these Terms at any time. Material changes (including but not limited to commission rate adjustments, additions to prohibited activities, and tier rule changes) will be notified to Partners at least 14 days in advance via at least one of: the Partner's registered email, a Dashboard system announcement, or a notice on feaia.cc.

If a Partner does not accept the amended Terms, they must close their account via Dashboard before the effective date. Continued use of the Dashboard or promotional activities after the effective date constitutes acceptance of the amended Terms.