Partner Programme Terms

HESPERA AI, LLC

Version 1.0 · Effective from 26 September 2026

These Partner Programme Terms (the "Partner Terms") govern participation in the Hespera partner programme operated by Hespera AI, LLC, a limited liability company organised under the laws of the State of Delaware, United States of America, having its registered office at 131 Continental Dr, Suite 305, Newark, Delaware 19713, United States of America ("Hespera", "we", "us" or "our").

By opening a Partner Profile you accept these Partner Terms.

1. Definitions and Interpretation

1.1. Definitions. In these Partner Terms, the following capitalised terms have the meanings set out below:

1.2. Interpretation. In these Partner Terms: (a) headings are for convenience only and do not affect construction; (b) the singular includes the plural and vice versa; (c) "including" is to be construed without limitation; (d) references to an Article are to an Article of these Partner Terms unless another document is named; and (e) where these Partner Terms are made available in more than one language, the English text prevails in the event of any discrepancy.

2. Relationship to Other Agreements

2.1. The Terms apply to participation in the Programme, save as modified by these Partner Terms.

2.2. Precedence. In the event of any conflict between these Partner Terms and the Terms, these Partner Terms prevail in respect of the Programme alone.

2.3. Referral Programme. The referral programme governed by the Referral Programme Terms published at /referrals is a separate programme. A person who holds a Partner Profile participates in the Programme and not in that programme, and a single event gives rise to a benefit under one of them only.

3. Status of the Partner

3.1. Independent capacity. The Partner acts as an independent contractor. Nothing in these Partner Terms creates a partnership, joint venture, franchise, agency or employment relationship between the Partner and Hespera.

3.2. No authority. The Partner has no authority to enter into any commitment on behalf of Hespera, to make any representation as to the Service beyond what Hespera has published, or to hold itself out as acting for Hespera.

3.3. Own costs. The Partner bears its own costs of participation. Nothing under these Partner Terms is payable by Hespera other than the sums provided for in Articles 5 and 6 and the shares provided for in Article 9 of the App Developer Terms.

3.4. Non-exclusivity. Neither party is restricted from engaging in equivalent arrangements with any other person.

4. Joining the Programme

4.1. No approval required. A Partner Profile is opened on registration. No prior approval, application or minimum volume is required, and Hespera does not select who may take part.

4.2. One account. Registration as a Partner also creates an ordinary Hespera account, and an existing account holder may open a Partner Profile within that account. The Partner has a single set of credentials for both.

4.3. Own use. The Partner may use the Service as an ordinary customer. Workspaces held or controlled by the Partner are not Clients, are not counted under Article 5.7, and the Partner's own use of its own Contributions is free of charge.

4.4. Eligibility. Participation requires legal capacity to contract and, where the Partner acts for an organisation, authority to bind it.

5. Clients

5.1. Referral Link. Each Partner Profile is issued a personal Referral Link. The Partner may share it in any manner permitted by Article 11.

5.2. Attribution by link. A person becomes a Client upon creating a Hespera account and a workspace having followed the Partner's Referral Link. Attribution is recorded at the moment the workspace is created.

5.3. Duration and priority of attribution. Attribution to a Referral Link lapses ninety (90) days after the person follows it; where a person has followed more than one Referral Link, the first followed prevails; and a person may be attributed once only. No attribution arises where the person already holds or has previously held a Hespera account.

5.4. Attribution by workspace. The Partner may create a workspace within the Partner Profile and obtain a Workspace Link for it. A person who opens that link creates an account of their own, to which the Partner has no access, and becomes a Client attributed to the Partner. A Workspace Link may be used once.

5.5. Qualifying Subscription. A Client gives rise to a commission only upon concluding a paid subscription and paying the first sum due under it. Registration alone, use of the free tier alone, and a trial which is not converted into a paid subscription do not qualify.

5.6. Commission. The commission is a single sum, calculated on the first payment made under the Qualifying Subscription at the rate applicable to the Partner. The rates, the bands by which they rise, and the sums they produce for each plan are stated on the Partner Page, and the rate stated at the time the Qualifying Subscription is concluded governs. No further sum is payable on any renewal, and the Partner does not invoice the Client for the subscription.

5.7. Progression. The rate rises with the number of the Partner's Clients holding a paid business plan. A Client is counted towards progression only where (a) the plan held is a business plan, and (b) at least one half of the Partner's counted Clients pay annually. A commission is payable for every Client irrespective of progression, and a Client which does not count towards progression is paid at the base rate stated on the Partner Page.

5.8. No reduction. A rate attained is not reduced by reason of a Client ceasing to pay.

5.9. Client relationship. The Client contracts with Hespera and pays Hespera directly. No sum belonging to a Client passes through the Partner, and the Partner acquires no right in respect of the Client's account or its content.

6. Contributions to the Library

6.1. Submission. The Partner may submit Templates and Storefront Themes to the Library. Each Contribution is reviewed before publication in accordance with Article 7.

6.2. Licence granted to Hespera. The Partner grants Hespera a worldwide, non-exclusive, sub-licensable, royalty-bearing licence to reproduce, adapt to the formats of the Service, display, distribute and license the Contribution to users of the Service for the purposes of the Programme, together with the right to use extracts of it to promote the Library. The licence is non-exclusive: the Partner remains free to use and to license the Contribution elsewhere.

6.3. Ownership. The Partner retains ownership of the Contribution. Hespera acquires no right in it beyond the licence granted by Article 6.2.

6.4. Hespera as supplier. Hespera licenses the Contribution to users in its own name and is the supplier of record in respect of that transaction. Hespera accounts for any tax on the supply to the user, deals with the user's complaints and refunds, and the Partner has no contractual relationship with the user.

6.5. The Partner's share. The Partner is entitled to seventy per cent (70%) of the price paid by the user for each licence of the Contribution. The price is expressed in Credits, and one thousand (1,000) Credits correspond to one United States dollar for the purpose of calculating the share. The share is credited to the Balance in United States dollars.

6.6. Change of share. Hespera may change the share upon notice given in accordance with Article 14. A change operates for the future only, and a licence granted before the change takes effect is accounted for at the previous share.

6.7. Counted uses. A licence is counted where the user holds a paid plan and Credits are actually spent. Use by the Partner of its own Contribution, and any use for which no Credits are spent, are not counted.

6.8. Templates submitted by other users. A user of the Service who does not hold a Partner Profile may submit a Template to the Library free of charge. By doing so the user accepts, in respect of that Template, Articles 6.2, 6.3, 7, 10 and 13.4, which apply to the user as if the user were a Partner, save that no price may be set and no share arises.

7. Publication, Pricing and Removal

7.1. Review. Each Contribution is reviewed by a person before it appears in the Library. Hespera may decline to publish a Contribution, and shall state the ground on request.

7.2. Price set by the Partner. The Partner sets the price of the Contribution within the range published for its category on the Partner Page. Where no price is set, the price suggested by the Service applies.

7.3. Free contributions. The Partner may publish a Contribution free of charge. No share arises in respect of a licence granted free of charge.

7.4. Price on review. Where the price set is manifestly out of proportion to the Contribution, Hespera may reduce it to within the range or decline to publish, in each case upon notice to the Partner stating the ground. Hespera does not otherwise alter a price the Partner has set.

7.5. Removal for quality. Hespera may remove a Contribution from the Library where it is persistently rated poorly by users, where it infringes Article 10, or where it breaches the Acceptable Use Policy published at /aup.

7.6. Removal for disuse. Hespera may remove from the Library a Contribution which has not been licensed by any user for three (3) consecutive months. Removal under this Article is not a finding against the Partner, and the Contribution may be submitted again.

7.7. Effect of removal on users. Removal from the Library does not affect a licence already granted to a user, and a user who has licensed the Contribution retains it on the terms on which it was licensed.

7.8. Withdrawal by the Partner. The Partner may withdraw a Contribution from the Library at any time, with the same effect as to users as under Article 7.7. Shares in respect of licences granted before withdrawal remain payable.

7.9. Entitlement of the user. A licence of a Contribution is granted for the workspace which licensed it. Export of a project in the Hespera project format carries the Contribution as a reference to that licence and not as a transferable copy; where the project is opened in a workspace which has not licensed the Contribution, the licensed layers are displayed but cannot be edited or exported.

8. The Balance and Payment

8.1. The Balance. Sums accrued under Articles 5 and 6, and shares accrued under Article 9 of the App Developer Terms, are recorded on the Balance in United States dollars. The Balance is a record of sums owed by Hespera to the Partner; it is not a deposit, bears no interest, and is not transferable or assignable.

8.2. Use within the Service. The Partner may at any time apply the Balance, in whole or in part, to the price of its own subscription or to the purchase of Credits. No threshold, Verification or other condition applies to use within the Service. Application of the Balance in this way discharges the corresponding sum owed.

8.3. Verification. Payment out of the Balance requires Verification, which consists of:

8.3.1. the tax certification applicable to the Partner, namely — for an individual outside the United States, including a sole trader, form W-8BEN; for an entity outside the United States, form W-8BEN-E; and for any United States person, whether an individual or an entity, form W-9;

8.3.2. the details of an account in the Partner's own name to which payment may be made; and

8.3.3. where Article 8.4 so requires, evidence that the Partner is registered to carry on business, whether as a company or as a sole trader.

8.4. Who may be paid. Any person may be paid out of the Balance. Registration to carry on business is not required of the Partner until the total paid within a calendar year exceeds six hundred United States dollars (US$600); beyond that sum, further payment requires the evidence described in Article 8.3.3. The limit is applied to sums paid, and not to sums accrued or applied under Article 8.2.

8.4.1. The limit is counted per tax identity, and not per account. Where two or more Partner accounts are certified under Article 8.3.1 with the same taxpayer identification number, the sums paid to them within a calendar year are added together for the purpose of Article 8.4, and the evidence described in Article 8.3.3 is required of each of them once the total is exceeded. A sum received by transfer under Article 8.10 is counted in the same way as a sum earned.

8.5. Effect of absent certification. Where the certification required by Article 8.3.1 is not provided, Hespera is obliged by the law of the United States to deduct tax at source at the rate prescribed. Verification therefore precedes payment, and Hespera makes no payment before it.

8.6. Threshold and frequency. Payment is made upon the Partner's request where the Balance available for payment is not less than fifty United States dollars (US$50). Requests are settled once a month.

8.7. Costs of transfer. Payment is made by bank transfer. The charges of the transferring and receiving institutions and any currency conversion applied by them are borne by the Partner and deducted from the sum transferred. Hespera states the sum transferred and the charges deducted on the statement in the Partner Profile.

8.8. Invoice. Where the Partner is registered to carry on business, the Partner issues an invoice for each payment, or accepts the statement issued by Hespera in the Partner Profile as an invoice issued on the Partner's behalf, where the law applicable to the Partner permits it. Where the Partner is not so registered, that statement stands as the record of the payment and no invoice is required.

8.9. Set-off. Hespera may set off against the Balance any sum owed to it by the Partner under these Partner Terms, the App Developer Terms or the Terms.

8.10. Transfer to another Partner. The Partner may transfer any part of the Balance to another Partner whose participation is active, by naming that Partner's account email. The transfer is made from the Balance and is irreversible once made; Hespera does not mediate disputes between Partners about it. Hespera charges the sending Partner a fee of one per cent (1%) of the sum transferred, deducted from the Balance in addition to that sum, and states the fee separately on the statement in the Partner Profile. The receiving Partner receives the sum named, in full. A transfer is not a payment out of the Balance within the meaning of Article 8.4, but the sum received is counted under Article 8.4.1 when it is later paid out.

9. Confirmation, Holds and Reversal

9.1. Confirmation Period. A sum accrued becomes available for payment upon the expiry of fourteen (14) days from its accrual (the "Confirmation Period"), being the period during which the underlying payment may be withdrawn from or refunded in accordance with Articles 12.1 and 12.5 of the Terms. A sum within the Confirmation Period may be applied under Article 8.2.

9.2. Non-accrual and reversal. A sum is not accrued where, before the expiry of the Confirmation Period, the underlying payment is refunded, charged back or otherwise reversed, or the subscription is cancelled. A sum already accrued is reversed only where (a) the underlying payment is charged back or otherwise reversed at the instance of the payer or of a payment provider, or (b) the accrual is found to breach Article 11. A refund made by Hespera after the expiry of the Confirmation Period does not give rise to a reversal.

9.3. Extent of reversal. Reversal is effected by deduction from the Balance and is limited to the Balance available at the time of deduction. Where the Balance is insufficient, the shortfall is deducted from sums subsequently accrued. No sum of money is payable by the Partner by reason of a reversal save where Article 11 has been breached. This Article applies equally where a share accrued under the App Developer Terms is recovered under Article 10.2 or Article 10.4 of those terms.

9.4. Sums already paid. A sum already paid out is not recoverable save where Article 11 has been breached.

10. The Partner's Warranties as to Contributions

10.1. Originality and rights. The Partner warrants that it holds all rights necessary to grant the licence in Article 6.2 and that the Contribution does not infringe the intellectual property, privacy or publicity rights of any person.

10.2. Third-party material. The Partner shall not incorporate into a Contribution any photograph, typeface, icon, recording or other material which it is not licensed to sub-license on the terms of Article 6.2. Typefaces, stock imagery and sample content supplied within the Service may be used to the extent the licences applicable to them permit.

10.3. Trade marks and likeness. The Partner shall not incorporate the trade mark, logo, name or likeness of any person into a Contribution without the right to do so.

10.4. Artificial intelligence. Where a Contribution or a substantial part of it was generated or materially altered by artificial intelligence, the Partner shall mark it as such on submission. This Article gives effect to the transparency obligation identified at paragraph 4 of Annex A.

10.5. Indemnity. The Partner shall indemnify Hespera against any claim by a third party arising from a breach of this Article, and Hespera shall notify the Partner of any such claim without undue delay and shall not settle it without the Partner's consent, such consent not to be unreasonably withheld.

11. Prohibited Conduct

11.1. Self-attribution. The Partner shall not procure the attribution as a Client of any account held or controlled by the Partner, by a member of the Partner's household, or by an entity under the Partner's control.

11.2. Artificial accounts and use. The Partner shall not create, procure the creation of, or knowingly benefit from accounts or Credit expenditure made for the purpose of producing an accrual, including accounts created with false particulars or by automated means.

11.3. Paid search on our name. The Partner shall not bid for, or cause any person to bid for, advertising keywords consisting of or incorporating "Hespera", any misspelling of it, or any domain name of Hespera.

11.4. Disclosure of the connection. A Partner who recommends the Service publicly shall disclose the connection clearly and conspicuously, within the recommendation itself and not behind a hyperlink or a similar device. A statement to the effect that the Partner is paid if the reader subscribes through the link is sufficient. This Article gives effect to the disclosure required of an endorser having a material connection to an advertiser under the instruments identified at paragraphs 1 to 3 of Annex A.

11.5. Unsolicited distribution. The Partner shall not distribute a Referral Link or a Workspace Link by unsolicited electronic mail, by automated posting, by mass messaging, or in any manner contrary to the rules of the channel used or to applicable law on electronic communications.

11.6. Misrepresentation. The Partner shall not represent that it acts for Hespera, describe the Programme otherwise than as it is described on the Partner Page and here, or make any statement as to the Service which is untrue or misleading.

11.7. Coupon and voucher placement. The Partner shall not publish a Referral Link on a coupon, voucher or discount-aggregation website, or represent it as a discount code.

11.8. Charging the Client. The Partner shall not charge a Client for the subscription itself, represent that it resells the Service, or issue an invoice in respect of the subscription. This Article does not restrict the Partner from charging a Client for the Partner's own services.

12. Suspension and Forfeiture

12.1. Hespera may suspend participation, withhold an unaccrued sum and reverse an accrued sum where it reasonably considers that Article 10 or Article 11 has been breached. Hespera shall notify the Partner of the ground, and the Partner may respond; where the response satisfies Hespera, the sum is restored.

12.2. Suspension under Article 12.1 does not affect the Partner's ordinary account or the workspaces of Clients.

13. Amendment, Termination and Survival

13.1. Amendment. Hespera may amend these Partner Terms upon notice given in accordance with Article 14. An amendment operates for the future only: a commission which qualified, and a licence which was granted, before the amendment takes effect are completed under the terms in force at that time.

13.2. Termination by the Partner. The Partner may close the Partner Profile at any time. Sums accrued before closure remain payable, subject to Verification and to Article 8.6.

13.3. Termination by Hespera. Hespera may terminate participation upon thirty (30) days' notice, or without notice where Article 10 or Article 11 has been breached.

13.4. Effect on Contributions. On termination, Contributions are removed from the Library. Licences already granted to users are unaffected, in accordance with Article 7.7, and the licence in Article 6.2 survives to the extent necessary to give effect to them.

13.5. Survival. Articles 6.3, 7.7, 8.9, 9, 10, 13.4 and 15 survive termination.

14. Notices

14.1. Notices to the Partner are given by electronic mail to the address recorded on the Partner's account, or by notice within the Service.

14.2. Notices to Hespera are given to support@hespera.ai.

15. General

15.1. Data protection. Hespera processes the personal data of Partners and of Clients as controller, in accordance with the Privacy Policy published at /privacy. A Partner who transmits another person's contact details to Hespera, or who uses those details to distribute a Referral Link, is responsible for having a lawful basis for doing so. Hespera discloses to the Partner no information about a Client beyond the counts and sums displayed in the Partner Profile.

15.2. Confidentiality. Each party shall keep confidential the non-public information of the other disclosed in connection with the Programme, and shall use it only for the purposes of the Programme.

15.3. No third-party rights. A person who is not a party to these Partner Terms has no right to enforce any of their provisions.

15.4. Assignment. The Partner may not assign or transfer its rights under these Partner Terms. Hespera may assign them to a successor in its business.

15.5. Severability. If any provision is held to be invalid or unenforceable, it shall be severed and the remaining provisions continue in full force.

15.6. Governing law. These Partner Terms are governed by, and construed in accordance with, the law identified in Article 30 of the Terms, and the provisions of the Terms as to jurisdiction and as to mandatory consumer rights apply equally here.

Annex A. Instruments referred to

This Annex is for reference. It forms part of these Partner Terms for the purpose of identifying the instruments referred to in the Articles named below, and creates no obligation of its own.

1. *Guides Concerning the Use of Endorsements and Testimonials in Advertising*, title 16, Code of Federal Regulations, part 255, issued by the Federal Trade Commission of the United States of America. Referred to in Article 11.4.

2. *Rule on the Use of Consumer Reviews and Testimonials*, title 16, Code of Federal Regulations, part 465, issued by the Federal Trade Commission of the United States of America, effective 21 October 2024. Referred to in Article 11.4.

3. *Directive 2005/29/EC of the European Parliament and of the Council of 11 May 2005 concerning unfair business-to-consumer commercial practices in the internal market (Unfair Commercial Practices Directive)*, in particular point 11 of Annex I thereto. Referred to in Article 11.4.

4. *Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonised rules on artificial intelligence (Artificial Intelligence Act)*, in particular Article 50 thereof. Referred to in Article 10.4.

5. *Internal Revenue Code of the United States*, chapter 3 (sections 1441 to 1446), and the regulations made under it, requiring the withholding of tax on certain payments to foreign persons in the absence of a valid certification of status. Underlies Article 8.4.

6. *Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector (e-Privacy Directive)*, in particular Article 13 thereof. Underlies Article 11.5.

7. *Council Directive 93/13/EEC of 5 April 1993 on unfair terms in consumer contracts*. Underlies Articles 6.6 and 13.1.

16. Company Details

Hespera AI, LLC 131 Continental Dr, Suite 305, Newark, Delaware 19713, United States of America Electronic mail: support@hespera.ai