DRAFT v1.0 — Presented upon signup in the Ora Virtus Partner Program. Electronic acceptance, with record of date, time, IP address and device, has the same effects of an electronic signature.
ORA VIRTUS PARTNER PROGRAM AGREEMENT
COMPANY: Ora Virtus — self-knowledge platform of the FSG ecosystem ("Ora Virtus", "we"), notifications via contato@oravirtus.com.
PARTNER/AFFILIATE: the person identified in the signup form ("Partner", "you"), acting for yourself.
1. PURPOSE
1.1. This agreement governs participation in the Ora Virtus Partner Program: promotion, at the Partner's own risk, of a trackable promotional link ("Affiliate Link") for the Oracle Report and other products designated by Ora Virtus.
1.2. In return, the Partner earns commission on completed, non-refunded sales attributed to the Affiliate Link, under clauses 4 and 5.
2. NATURE OF THE RELATIONSHIP
2.1. Strictly commercial and autonomous. The Partner acts independently: no exclusivity, subordination, working hours, workplace, or power to represent Ora Virtus.
2.2. No employment, partnership, agency, mandate, franchise or joint venture is created. The Partner may not present themselves as owner, legal representative, employee or agent of Ora Virtus.
3. SIGNUP, REVIEW AND APPROVAL
3.1. Participation requires truthful, complete, up-to-date signup information, including professional identification, social media profiles and audience reach.
3.2. Ora Virtus reviews each application at its sole discretion and may approve, refuse or suspend at any time, with or without justification, with no compensation due.
3.3. The Partner declares being of legal age and fully capable. Regulated professionals (physicians, psychologists, therapists and other licensed classes) act solely as promoters, without professional endorsement, in compliance with their council's rules.
4. COMMISSION
4.1. Rate: the Partner earns 40% (forty percent) of the price actually paid by the buyer on each sale attributed to the Affiliate Link, net of discounts, coupons and promotions. No commission on fees or refunded amounts.
4.2. Attribution: a sale is attributed when the Affiliate Link is the last touchpoint before purchase, within a 30 (thirty) day window from the click. Self-referred purchases earn no commission.
4.3. Refunds: cancelled, refunded, charged-back or fraudulent sales earn no commission and claw back commissions already credited.
4.4. Rate and rules may change via a new contract version (clause 14), never retroactively over consolidated commissions.
5. PAYMENT — TWO TRACKS
5.1. Track A — Lemon Squeezy (default). For Partners residing outside Brazil and for Brazilians without a CNPJ able to issue a commission invoice, payment is processed entirely by Lemon Squeezy (Merchant of Record of the sales), upon the Partner's enrollment in the Lemon Squeezy affiliate program using the email provided at signup. In this track: (a) Lemon Squeezy is responsible for the sale, collection, transaction taxes and affiliate payouts; (b) amounts, schedules, payout methods (e.g. PayPal) and any Lemon Squeezy or withdrawal fees follow that platform's terms; (c) Ora Virtus does not intervene in and is not liable for the payout.
5.2. Track B — Brazil with CNPJ. Brazilian Partners with a CNPJ able to issue a commission invoice may be paid directly by Ora Virtus, subject to item 5.3.
5.3. Track B rules: (a) payment within 15 calendar days after the monthly cycle closes, conditioned on prior issuance of the commission invoice; (b) minimum payout balance of R$ 100.00; (c) statutory withholding taxes (income tax and other taxes applicable to the nature of the operation) apply to the gross commission, plus deduction of refunds (clause 4.3), transaction fees and bank charges; (d) net amount due = gross commission − refunds and chargebacks of the period − statutory withholdings − fees and charges.
5.4. Ora Virtus may move the Partner between tracks at any time for fiscal, tax or regulatory compliance.
6. PARTNER OBLIGATIONS AND CONDUCT
The Partner must promote lawfully, ethically and identified as advertising (#ad, #publicidade, "affiliate link"), observing consumer protection law, advertising self-regulation (CONAR standards), data protection law (LGPD), anti-spam rules and each platform's rules. Specifically, the Partner shall not: promise or imply cure, diagnosis, treatment or prevention of disease (the Oracle is a self-knowledge product, not a health service); promise guaranteed outcomes or wealth; send unsolicited messages or buy email lists; use cookie stuffing, typosquatting, forced redirects or any deceptive attribution technique; buy paid traffic using the "Ora Virtus" brand or variations without prior written authorization; misrepresent their relationship with Ora Virtus; or provide false information.
7. TRADEMARK AND MATERIALS
7.1. While approved, the Partner receives a personal, free, revocable, non-exclusive license to use Ora Virtus name, marks, logos and official materials solely for authorized promotion.
7.2. Altering materials, implying sponsorship, registering domains or handles with the brand, or using the brand in a disparaging way is forbidden.
8. LIABILITY, INDEMNIFICATION AND RISK SHIELD
8.1. Each party is fully responsible for its own acts, taxes, charges, employees and obligations. The Partner is solely responsible for the fiscal, tax, social-security and legal regularity of amounts received, and for declarations to authorities of their country.
8.2. The Partner shall indemnify and hold Ora Virtus (and its FSG ecosystem) harmless from any claim, lawsuit, assessment, fine, tax, fee, charge or expense (including attorneys' fees) arising from: (a) conduct of the Partner or third parties hired by them; (b) breach of this agreement, law or advertising rules; (c) false signup information; (d) the Partner's failure to meet tax obligations on amounts received.
8.3. Ora Virtus does not guarantee sales results, minimum commission volume, continuous platform availability or campaign performance.
8.4. Neither party is liable for force majeure, third-party failures (including Lemon Squeezy, ISPs, social platforms) or acts of authority.
9. TAXATION
10. PERSONAL DATA AND LGPD
10.1. Signup data is processed to: review and approve applications; manage the Program; prevent fraud; comply with legal and fiscal duties; and contact the Partner about the Program.
10.2. Legal basis: performance of this agreement, legitimate interest in fraud prevention, and regulatory duties. The Partner may request access, correction, portability, anonymization or deletion via contato@oravirtus.com, subject to legal retention (including this agreement and accounting/tax records).
10.3. Rejected applications have their data deleted within 90 days, unless retention is needed for legal defense or required by law.
11. TERM, SUSPENSION AND TERMINATION
11.1. Effective from application approval, for an indefinite term.
11.2. Either party may terminate at any time by email, without cause and without penalty, with immediate effect. Ora Virtus may also suspend the Partner immediately and preventively during investigation of irregularity.
11.3. On termination without irregularity, commissions consolidated and not refunded by the termination date remain due and are paid in the next cycle, subject to Track B's minimum balance. In case of fraud or breach, pending commissions are forfeited.
11.4. Upon termination the Partner immediately stops using the brand and Affiliate Links; clauses 8, 9, 10, 12, 14 and 15 survive.
12. CONFIDENTIALITY
Non-public information exchanged (including conversion rates, campaign materials and sales data) is confidential during the term and for 2 years after termination, unless disclosure is required by law.
13. NOTICES
Notices are valid by email (Partner: signup email; Ora Virtus: contato@oravirtus.com). The Partner must keep it updated.
14. VERSIONS AND AMENDMENTS
14.1. This agreement is versioned. New versions are published on this page and notified at least 15 days before taking effect.
14.2. Continuing to promote after a new version takes effect (or electronically re-accepting it, when required) implies full acceptance. Refusing implies termination on the effective date, subject to item 11.3.
15. GENERAL PROVISIONS AND FORUM
15.1. Governed by the laws of the Federative Republic of Brazil. By accepting, foreign Partners expressly agree to Brazilian law and the forum below, without prejudice to tax duties in their country of residence.
15.2. Court of jurisdiction: Comarca de São Paulo — SP, Brazil, waiving any other.
15.3. Nullity of one clause does not affect the others. Failure to enforce a right is not a waiver.
15.4. Electronic acceptance records date, time, IP address and device identification as proof of consent to version 1.0.
ELECTRONIC ACCEPTANCE: by checking "I have read and accept the Partner Program Agreement" in the signup form, the Partner declares full acceptance of version 1.0, including the 40% commission, payment rules, withholdings and deductions, required conduct, and the indemnity in clause 8. In case of divergence, the Portuguese (pt-BR) version prevails.
9.1. In Track A, sales are processed by Lemon Squeezy as Merchant of Record under its terms; the Partner's obligations to Lemon Squeezy or to their country's tax authorities are the Partner's sole responsibility.
9.2. In Track B, Ora Virtus withholds taxes as legally required and demands a commission invoice as a condition of payment (clause 5.3).