Earn up to $369 for every client you bring us

1. Program Description

The CitaFlow Partner Program ("the Program") is an affiliate program through which individuals or legal entities ("Partners" or "Affiliates") can earn commissions by referring new customers to CitaFlow, a platform owned by Lince Media LLC ("the Company"). The Program is non-exclusive: CitaFlow may establish affiliate relationships with multiple Partners simultaneously and manage its own customer acquisition channels.

Participation in the Program is subject to full and unconditional acceptance of these terms and conditions, as well as prior and discretionary approval by CitaFlow. Electronic acceptance via checkbox, form submission, or affirmative email reply has the same legal validity as a handwritten signature.

2. Eligibility Requirements

To participate in the Program, applicants must:

• Be at least 18 years old or have legal capacity to contract in their jurisdiction.
• Have a valid bank account in their name (or their company's name) to receive commission payments.
• Provide truthful, complete, and up-to-date information during the application process, including full legal name, tax address, tax identification number (TIN/VAT/EIN as applicable), and verifiable contact details.
• Not have been previously expelled from the Program, have suspended accounts with CitaFlow, or have engaged in fraudulent activities in third-party affiliate programs.
• Comply with all applicable laws and regulations in their jurisdiction, including but not limited to tax, data protection, advertising, and e-commerce regulations.
• Not be listed on any international sanctions list (OFAC, EU, UN).

CitaFlow reserves the right to reject any application without explanation, as well as to request additional identity verification documentation (KYC) at any time during the relationship. Failure to comply with a KYC request within 15 business days shall entitle CitaFlow to suspend the Partner's account and withhold pending payments until satisfactory completion of verification.

3. Partner Representations and Warranties

By participating in the Program, the Partner represents and warrants that:

• They have full authority and legal capacity to accept these terms and fulfill the obligations arising therefrom.
• All information provided to CitaFlow is truthful, accurate, complete, and does not omit any material data.
• They are not subject to any legal, contractual, or other obligation that would prevent them from participating in the Program or complying with these terms.
• They hold all licenses, permits, and authorizations necessary to conduct promotional activities in their jurisdiction.
• They have not been convicted of fraud, embezzlement, money laundering, or any economic crime.
• They will at all times comply with FTC (Federal Trade Commission) disclosure requirements, the General Data Protection Regulation (GDPR), and any other applicable advertising and privacy laws.

These representations and warranties are deemed to be made on a continuing basis throughout the Partner's participation in the Program. The Partner undertakes to notify CitaFlow within 5 business days of any change affecting the accuracy of these representations.

4. Commission Structure

4.1 Commission Rate

The Partner will receive 100% of the first monthly payment from each customer who registers and pays through their referral. The first payment consists of the Starter base plan plus the modules the customer contracts. Reference monthly prices:

• Starter plan (base): $35
• AI Voice module: Lite $35 · Go $79 · Pro $203
• AI Chat module: Mini $23 · Pro $47 · Business $131

For reference, a customer who contracts Starter with Voice Pro and Chat Business generates a $369 commission; if the customer adds other modules or add-ons in that first payment, the commission is higher. The amounts above are indicative and correspond to the public prices in force on the date these terms were last updated; the effective commission is always calculated on the amount actually charged to the customer in their first monthly payment. Commissions accrue exclusively on the first successfully completed payment; no commissions are generated for subsequent recurring payments or for plan or module additions made later.

Annual subscriptions: if the referred customer's first payment corresponds to an annual subscription, the commission equals 2 monthly payments of the contracted plan and modules, calculated on the current monthly price. For example, if the monthly price of the contracted plan and modules is €94, an annual first payment generates a one-time €188 commission. This is a one-time, non-recurring payment; all other Program conditions (payment terms, minimum amounts, and clawbacks) apply equally.

4.2 Referral Attribution

A referral is attributed to the Partner when all of the following conditions are met:

• The Partner notifies CitaFlow by email (partners [arroba] citaflow [punto] com ) with the trade name of the referred business before or within 48 hours of the client's registration. The Partner will provide a client's email or other contact details only where the client has authorized it (see Sections 7.2 and 13.2).
• The client completes registration with CitaFlow within 30 calendar days of the notification.
• The client makes their first subscription payment and such payment is not subsequently reversed.
• The client was not previously referred by another Partner or already in commercial contact with CitaFlow.

In case of attribution disputes, CitaFlow's decision shall be final and binding. CitaFlow will verify the chronological order of notifications and may request documentary evidence of the pre-existing business relationship between the Partner and the client (emails, proposals, invoices, etc.). The Partner's mere assertion without evidence shall not be sufficient to resolve the dispute in their favor.

4.3 Ineligible Commissions

Commissions will not be paid for:

• Clients who already had a previous account with CitaFlow (active, cancelled, or suspended).
• Accounts created by the Partner themselves, their direct employees, family members up to second degree of consanguinity, or corporate affiliates.
• Fraudulent, test, or accounts that do not represent a real and operating business.
• Referrals obtained through any prohibited practice (see section 7).
• Payments that are subsequently refunded, disputed, or reversed for any reason.
• Clients who register during free promotion or trial periods, until they make their first effective payment.
• Referrals that cannot be verified or unambiguously attributed to the Partner.

5. Payment Process

5.1 Payment Term

Commissions will be paid 30 calendar days after CitaFlow has successfully charged the referred client's subscription. This waiting period allows:

• Verification of the legitimacy of the client and transaction.
• Processing of possible refunds or chargebacks within the guarantee period.
• Confirmation that the client maintains their active subscription.

5.2 Payment Method

Payments will be made by bank transfer to the account indicated by the Partner. The Partner is responsible for providing correct and up-to-date bank details. Any banking costs arising from the transfer (international fees, currency conversion, etc.) shall be borne by the Partner.

5.3 Minimum Amount

The minimum amount to request a payment is €50. If the accumulated balance does not reach this minimum, it will be carried over to the next payment period. Unclaimed balances for a period of 12 consecutive months may be declared abandoned in accordance with applicable law.

5.4 Tax Obligations

The Partner is solely responsible for declaring and paying taxes corresponding to their commissions according to the legislation of their country of tax residence. CitaFlow will provide necessary documentation for tax purposes when required. The Partner undertakes to provide CitaFlow, upon request, with applicable tax forms (W-9, W-8BEN, tax residency certificate, etc.) within 15 business days of the request.

5.5 Withholding and Set-Off

CitaFlow reserves the right to:

• Withhold payments when there is an ongoing investigation for suspected fraud, breach of these terms, or pending identity verification.
• Set off any amount owed by the Partner to CitaFlow (including commission reversals) against pending commission payments.
• Apply tax withholdings as required by applicable law, deducting such amounts from commission payments.

6. Partner Obligations

The Partner commits to:

• Promote CitaFlow honestly, accurately, and professionally, using only truthful and up-to-date information about the service.
• Not make false or misleading statements about the service's features, prices, availability, or performance.
• Clearly and prominently identify their affiliate relationship when promoting CitaFlow, complying with FTC guidelines and equivalent local regulations (e.g., "#ad", "#sponsored", "#partner" or equivalent disclosure).
• Comply with all applicable advertising, marketing, consumer protection, and e-commerce laws, including regulations on covert advertising and the EU Digital Services Act (DSA).
• Not use CitaFlow's name, logo, or brand in a way that suggests an employment, partnership, official endorsement, or representation relationship beyond the affiliate relationship.
• Keep their contact, banking, and tax information up to date, notifying any changes within 10 business days.
• Respond to CitaFlow communications regarding the Program within a reasonable period not exceeding 10 business days.
• Not subcontract, delegate, or assign the execution of promotional activities to third parties (sub-affiliates) without prior written authorization from CitaFlow.

7. Prohibited Practices

The following practices are strictly prohibited and will result in immediate suspension or termination of Program participation, loss of all pending commissions, and, where applicable, clawback of previously paid commissions:

7.1 Fraud and Manipulation

• Creating fake, fictitious, or test accounts to generate commissions.
• Using bots, scripts, automated software, click farms, or any artificial means to generate clicks, registrations, or conversions.
• Manipulating cookies, covertly inserting cookies (cookie stuffing), or altering tracking systems to claim unearned referrals.
• Offering direct financial incentives to users (cashback, personal discounts, gifts, rewards) to register through the Partner's link.
• Self-referring or referring direct family members (up to second degree), employees, business partners, or corporate affiliates.
• Providing false or incomplete information about referrals.
• Creating multiple Partner accounts to circumvent restrictions or maximize commissions fraudulently.

7.2 B2B Prospecting and Unsolicited Commercial Communications

A Partner may engage in individualized business-to-business prospecting only where the activity is lawful both in the place from which the communication is made and in the recipient's location, taking into account the channel used, the recipient's status, the source of the contact data, and the technology used.

The following are prohibited in all cases:

• (a) bulk, automated, indiscriminate, or high-volume email, SMS, instant messaging, or calling campaigns;
• (b) robocalls, autodialers, calls without human intervention, prerecorded messages, or synthetic or AI-generated voices, unless CitaFlow has given prior written authorization for a specifically reviewed campaign;
• (c) purchased, rented, exchanged, or data-broker-supplied prospecting lists or databases;
• (d) commercial prospecting directed at consumers or the use of contact data obtained in a personal or household context;
• (e) contacting any person or entity that has requested not to receive communications or is listed on an applicable suppression or do-not-contact register;
• (f) cold outreach through WhatsApp where the recipient has not provided the opt-in required under applicable WhatsApp policies;
• (g) using CitaFlow domains, email addresses, messaging accounts, profiles, sender IDs, telephone numbers, or other identifiers, or any identifier that creates the appearance that the Partner is a CitaFlow employee, agent, or authorized representative;
• (h) falsifying, concealing, or manipulating sender identity, caller ID, domain, telephone number, or the commercial nature of a communication; and
• (i) posting links in forums, comments, social media, or platforms where not permitted or where doing so violates those platforms' terms of use.

Individualized B2B prospecting may be conducted only to the extent applicable law permits that communication without prior consent. Before each communication, the Partner must:

• (1) determine and document whether the recipient is a legal entity, a sole trader or professional, or an individual contact working for a legal entity;
• (2) document the source of the contact information and the legal basis or exemption permitting both the processing of the contact data and the use of the relevant communication channel;
• (3) where applicable, screen the relevant advertising and telemarketing suppression systems, including TPS, CTPS, Lista Robinson, the National Do Not Call Registry, REPEP, Registro Nacional No Llame, Registro de Números Excluidos, and any equivalent registry;
• (4) use only telephone numbering, caller ID, and sender-identification mechanisms permitted under applicable local law;
• (5) identify themselves by their own name or professional/business name and clearly state that they are an independent CitaFlow Partner and not a CitaFlow employee or authorized agent;
• (6) disclose the commercial purpose of the communication and provide a simple and free means to object or unsubscribe;
• (7) comply with any applicable privacy notice or transparency requirement;
• (8) retain reasonable evidence of the source, legal basis, suppression checks, and any consent relied upon; and
• (9) immediately cease communications to any recipient who objects, unsubscribes, complains, or requests not to be contacted.

Where applicable law requires prior consent for the relevant communication channel, the Partner may not use that channel for the initial commercial contact for the purpose of requesting consent unless applicable law expressly permits such contact.

The lawful collection or processing of contact data does not, by itself, authorize the use of every communication channel.

The Partner must not disclose a prospect's personal information to CitaFlow until the prospect has provided the information directly to CitaFlow or there is a valid and documented legal basis for the disclosure.

CitaFlow may immediately suspend a Partner following a credible complaint, request evidence of compliance, require the Partner to discontinue a prospecting method or jurisdiction, and cancel commissions attributable to activities conducted in breach of this Section.

Annex A sets out minimum restrictions by channel and jurisdiction and forms part of these terms. It is not exhaustive: the fact that a jurisdiction or channel is not listed does not mean the communication is permitted.

7.3 Misleading Advertising

• Making false, exaggerated, or unverifiable claims about features, prices, or service conditions.
• Using fake, fabricated, or unverified testimonials.
• Promising results, performance, or benefits that CitaFlow does not explicitly guarantee.
• Hiding the affiliate nature in promotional content.
• Using misleading or disparaging comparisons with competitors.
• Posting fake or manipulated reviews on third-party platforms (Google, Trustpilot, G2, Capterra, etc.).

7.4 Improper Use of Brand

• Registering domains containing "CitaFlow," "Cita-Flow," or phonetically similar or confusing variations (typosquatting).
• Creating websites, landing pages, or social profiles that imitate CitaFlow's official site or may create confusion about their origin.
• Using paid advertising with "CitaFlow" brand keywords or variations without express written authorization.
• Modifying, altering, distorting, or using in a degrading manner the logos and brand materials provided.
• Presenting oneself as an employee, official representative, or authorized agent of CitaFlow, or using job titles that suggest membership of its staff or sales team.
• Using email addresses on CitaFlow's domain or on similar domains and subdomains, CitaFlow telephone numbers, caller IDs or sender IDs bearing the name "CitaFlow," or business messaging accounts in CitaFlow's name.

The only authorized form of introduction is: "Independent CitaFlow Partner. I may earn a commission on the sign-ups I refer."

7.5 Paid Traffic Campaigns

• Running any type of paid advertising campaign (Google Ads, Meta Ads, TikTok Ads, LinkedIn Ads, Microsoft Ads, programmatic, etc.) to promote CitaFlow without prior written authorization from CitaFlow.
• Using affiliate links in paid ads without express approval.
• Bidding on CitaFlow brand keywords on advertising platforms, including broad match that may trigger brand searches.
• Partners interested in paid campaigns must request authorization at partners [arroba] citaflow [punto] com detailing the platform, budget, targeting, and proposed creatives. Authorization, if granted, shall be in writing, revocable at any time, and limited to the specific terms approved.

7.6 Unfair Competition

• Dishonestly defaming or making derogatory comments about competitors.
• Intercepting clients who were already in the process of registering with CitaFlow or who arrived through another acquisition channel.
• Directly contacting existing CitaFlow clients to offer them promotions, discounts, or switching incentives.
• Soliciting, inducing, or attempting to hire employees, contractors, or collaborators of CitaFlow during the Program term and for 12 months after termination.

7.7 Sub-Affiliates and Networks

• Creating sub-affiliate networks, recruiting third parties to promote under the Partner's account, or delegating referral activities without prior written authorization from CitaFlow.
• Participating in multi-level marketing (MLM) or pyramid schemes using the Program.
• Sharing referral links, credentials, or exclusive Program materials with unauthorized third parties.

8. Commission Reversal (Clawback)

CitaFlow reserves the right to reverse (reclaim) commissions already paid in the following cases:

• Refunds: If a referred client requests and receives a refund within the first 90 days of registration.
• Chargebacks: If the client's payment is disputed and reversed by the bank, payment processor, or card issuer, regardless of the reason.
• Detected fraud: If it is discovered that the referral was obtained through prohibited practices, with no time limit for this claim.
• Invalid accounts: If it is determined that the referred client does not represent a legitimate business, does not actively use the service, or was created solely to generate commissions.
• Breach: If it is discovered that the Partner breached these terms in connection with the referral in question.

In case of reversal, the amount will be automatically deducted from the pending commission balance. If there is insufficient balance, the Partner shall be obligated to reimburse the amount owed within 30 calendar days of notification. CitaFlow reserves the right to pursue legal collection in case of non-payment, charging the Partner for recovery costs, including legal fees.

For detected fraud, the commission clawback is not subject to any time limit and may extend to all of the Partner's historical commissions if a pattern of fraudulent conduct is established.

9. Audit and Monitoring Rights

For the purpose of verifying compliance with these terms, protecting the brand, and preventing fraud, CitaFlow reserves the right to:

• Monitor the Partner's promotional activities, including but not limited to: websites, social media, email campaigns, published content, and acquisition methods.
• Audit the Partner's practices to verify compliance with these terms, with or without prior notice.
• Request reports from the Partner regarding their promotional activities, channels used, and performance metrics, with a 10 business day response deadline.
• Request evidence of compliance with Section 7.2: source of the contact data, legal basis, suppression-system checks, and handling of opt-outs and objections.
• Use technological tools for fraud detection, traffic analysis, and brand compliance verification.
• Preventively suspend the Partner's account and withhold pending payments during any investigation, without this giving rise to any right to compensation.

These are compliance-control rights. They do not give CitaFlow the right to select the Partner's prospects, set contact cadences or volumes, or monitor the Partner's communications in real time, except within a specific investigation arising from a complaint or from indications of non-compliance.

The Partner commits to fully cooperate with any audit or investigation, providing the requested information and documentation truthfully and completely.

10. Promotional Content Approval

CitaFlow reserves the right to review and approve any promotional material created by the Partner before publication. This review is limited to product claims, brand use, public pricing, and compliance with these terms, and does not extend to the day-to-day management of the Partner's sales activity. In particular:

• All content using CitaFlow's brand, logos, or materials must comply with the brand guidelines provided.
• CitaFlow may request the modification or removal of any content it considers inaccurate, misleading, harmful to its image, or in breach of these terms.
• The Partner must remove or modify the content within 48 hours of CitaFlow's request.
• Use of testimonials, case studies, or CitaFlow performance data requires prior written approval.

11. Intellectual Property

CitaFlow grants the Partner a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the official marketing materials provided, including logos, banners, and promotional texts, solely in the form and context approved by CitaFlow.

This license is granted solely for Program purposes and automatically terminates upon termination of the Partner's participation. After termination, the Partner must remove all use of CitaFlow's brand and materials within 5 business days.

The Partner does not acquire any intellectual property rights over CitaFlow's brand, software, content, database, algorithms, or any other intangible asset. Any content created by the Partner incorporating CitaFlow's brand does not generate intellectual property rights in favor of the Partner over the brand.

12. Confidentiality

The Partner commits to keep confidential and not disclose to third parties all non-public information accessed as part of the Program ("Confidential Information"), including but not limited to:

• Conversion rates, statistics, and Program metrics.
• Information about other Partners and their conditions.
• Commercial strategies, product roadmap, and future plans of CitaFlow.
• Data of referred clients beyond what is strictly necessary for commission tracking.
• Economic conditions, discounts, or special terms agreed upon.
• Any technical, commercial, or financial information not publicly released by CitaFlow.

This confidentiality obligation shall remain in effect during participation in the Program and for 3 years after termination. Violation of this clause may give rise to legal action for damages.

13. Data Protection and Privacy

13.1 GDPR Compliance

Both parties commit to comply with Regulation (EU) 2016/679 (GDPR), and any other applicable data protection regulations. For the purposes of this relationship:

• CitaFlow acts as the data controller for referred client data.
• The Partner independently determines the purposes and means of any processing of prospect data it carries out before those prospects interact directly with CitaFlow, and acts as an independent data controller for that processing. Nothing in this Section is intended to alter the characterization that applies under applicable law where the Parties jointly determine purposes or means.
• If the Partner accesses personal data of clients on behalf of CitaFlow, the parties shall execute a data processing agreement (DPA) pursuant to Article 28 of the GDPR.

13.2 Partner Data Protection Obligations

The Partner commits to:

• Obtain explicit and informed consent from any individual before sharing their data with CitaFlow or using tracking technologies (cookies, pixels, etc.).
• Use, as the preferred referral method, the referral link or code that allows the prospect to provide their data directly to CitaFlow.
• Maintain an accessible, up-to-date, and GDPR-compliant privacy policy on all websites and channels from which they promote CitaFlow.
• Not transfer personal data to countries outside the EEA without adequate safeguards (standard contractual clauses, adequacy decisions, etc.).
• Notify CitaFlow within 24 hours of any security breach that may affect personal data related to the Program.
• Facilitate the exercise of data subject rights (access, rectification, erasure, portability, objection) by cooperating with CitaFlow when necessary.
• Delete or return all personal data related to the Program within 30 days of termination of their participation.

13.3 Partner Data Processing

CitaFlow will process the Partner's personal data for Program management in accordance with its Privacy Policy. The legal basis for this processing is contract performance (Art. 6(1)(b) GDPR) and legitimate interest (Art. 6(1)(f) GDPR).

14. Duration, Suspension, and Termination

14.1 Duration

Participation in the Program is indefinite until either party decides to terminate it in accordance with the provisions of this section.

14.2 Suspension

CitaFlow may temporarily suspend a Partner's participation, including withholding pending payments, when:

• There is an ongoing investigation for suspected breach of these terms.
• The Partner fails to respond to information or verification requests within established deadlines.
• Unusual activity patterns are detected that require investigation.
• The Partner has not generated any valid referral in the last 6 months (inactivity).

Suspension will be notified by email and will be lifted once the cause is resolved, or will lead to termination if the cause is not satisfactorily resolved within 30 days.

14.3 Termination by Partner

The Partner may request withdrawal from the Program at any time by written communication to partners [arroba] citaflow [punto] com . Pending commissions that meet all requirements and are not subject to investigation will be paid in the next payment cycle.

14.4 Termination by CitaFlow

CitaFlow may terminate a Partner's participation:

• Without cause: With 30 days' notice, paying valid and verified pending commissions.
• For cause: Immediately and without notice in case of breach of these terms, fraud, prohibited practices, violation of applicable laws, or any conduct that may damage CitaFlow's reputation. In this case, all pending commissions will be cancelled and CitaFlow may claim return of previously paid commissions related to the infringing conduct.

14.5 Effects of Termination

• The Partner's referral link and any access to Program tools will be immediately deactivated.
• No new commissions will be generated for registrations after termination, even if the referral was notified beforehand.
• The Partner must immediately cease use of CitaFlow brand materials and remove all promotional content within 5 business days.
• The Partner must destroy or return all Confidential Information in their possession.
• Obligations regarding confidentiality, data protection, indemnification, and limitation of liability shall survive termination.

15. Limitation of Liability

CitaFlow shall not be liable to the Partner for:

• Indirect, incidental, special, consequential, or punitive damages of any nature.
• Loss of profits, revenue, or expected savings derived from the Program.
• Loss of business opportunities or reputational damage.
• Technical interruptions of the tracking service, website, or platform.
• Changes in the commission structure, Program terms, or discontinuation thereof.
• Actions or omissions of referred clients, third parties, or providers.

CitaFlow's maximum aggregate liability to the Partner, for any claim and under any legal theory, shall be limited to the total amount of commissions actually paid to the Partner in the last 6 months.

The foregoing limitations shall apply to the maximum extent permitted by applicable law, even if CitaFlow has been advised of the possibility of such damages.

16. Indemnification

The Partner agrees to indemnify, defend, and hold harmless CitaFlow, its parent company, subsidiaries, directors, employees, agents, assignees, and successors from any claim, demand, proceeding, loss, liability, damage, cost, or expense (including reasonable legal fees and court costs) arising directly or indirectly from:

• The Partner's breach of these terms.
• The Partner's promotional activities, including content created or distributed.
• The Partner's violation of third-party rights (intellectual property, privacy, personal data, etc.).
• Any false, misleading, or unauthorized statement made by the Partner.
• The Partner's breach of applicable laws, regulations, or standards.
• Claims by third parties (including data protection authorities) arising from the Partner's processing of personal data.
• Claims, penalties, or proceedings arising from the Partner's commercial communications or prospecting activities, including those based on electronic communications, telemarketing, telephone numbering, and data protection rules (among others, the TCPA, CAN-SPAM, CASL, the Spam Act, PECR, the ePrivacy Directive and its national implementations, Spain's LSSI, and the GDPR), on do-not-contact registers, or on messaging platform policies, together with reasonable investigation and remediation costs.
• The Partner's negligence or unlawful conduct in connection with the Program.

This indemnification obligation shall survive termination of the Partner's participation in the Program for a period of 3 years.

17. Regulatory Compliance and Anti-Corruption

The Partner commits to:

• Comply with all laws and regulations applicable to their activities in connection with the Program, including but not limited to: anti-corruption laws (FCPA, UK Bribery Act), anti-money laundering laws, economic and trade sanctions regulations, and consumer protection regulations.
• Not offer, promise, give, or authorize improper payments or benefits to public officials, CitaFlow employees, or third parties to gain advantages in connection with the Program.
• Immediately notify CitaFlow of any situation that may constitute a conflict of interest.
• Cooperate with any governmental or regulatory investigation affecting Program activities.

18. Program Modifications

CitaFlow reserves the right to modify these terms, the commission structure, or any aspect of the Program at any time.

• Material changes will be notified at least 15 days in advance by email to the Partner's registered address.
• Continued use of the Program after the changes take effect constitutes tacit acceptance thereof.
• If the Partner does not accept the changes, they may request withdrawal from the Program before the effective date, receiving pending commissions under the prior terms.
• Changes shall not have retroactive effect on commissions already accrued and confirmed before the modification.

19. Relationship Between Parties

The Partner acts as an independent contractor. Nothing in these terms creates or purports to create an employment, partnership, joint venture, agency, franchise, or representation relationship between the Partner and CitaFlow.

The Partner has no authority to bind CitaFlow, assume commitments on its behalf, negotiate prices or conditions with clients, or act as a CitaFlow representative beyond the referral activity authorized by the Program. The Partner is solely responsible for their own operational expenses, taxes, insurance, and employment obligations with their personnel.

The compliance, brand, privacy, and security restrictions established by CitaFlow are conditions of participation and do not give CitaFlow the right to direct the manner, schedule, location, volume, sequence, or day-to-day selection of the Partner's sales activity.

20. Dispute Resolution

20.1 Negotiation

The parties agree to attempt to resolve any dispute arising from or related to these terms in good faith through direct negotiation for a period of 30 calendar days from written notice of the dispute.

20.2 Mediation

If direct negotiation does not resolve the dispute, the parties shall submit to a mediation process before a professional and independent mediator based in Miami, Florida, with costs shared equally between the parties.

20.3 Arbitration or Litigation

If mediation does not resolve the dispute within 60 days, either party may submit the controversy to the competent courts pursuant to section 21. Both parties waive the right to participate in class actions (class action waiver) and agree that any claim will be brought on an individual basis.

21. Governing Law and Jurisdiction

These terms are governed by and construed in accordance with the laws of the State of Florida, United States, without giving effect to its conflict of laws principles. For Partners resident in the European Union, the mandatory consumer protection provisions of their country of residence shall also apply to the extent required by law.

The choice of Florida law governs exclusively the contractual relationship between the Parties and does not exclude or limit the application of mandatory rules on privacy, data protection, electronic communications, telecommunications, telemarketing, advertising, competition, consumer protection, or any other rules that apply by reason of the place from which the communication is made, the recipient's location or status, the number or address used, or the platform employed.

For any litigation not resolved through the mechanisms in section 20, the parties submit to the exclusive jurisdiction of the federal and state courts of Miami-Dade County, Florida, United States.

22. Force Majeure

Neither party shall be liable for failure to perform its obligations when such failure is caused by circumstances beyond its reasonable control, including but not limited to: natural disasters, pandemics, wars, acts of terrorism, government sanctions, legislative changes, internet infrastructure failures, cyberattacks, or third-party provider failures.

The affected party must notify the other without undue delay and take reasonable measures to mitigate the effects. If the force majeure situation continues for more than 90 days, either party may terminate the agreement without liability.

23. General Provisions

• Severability: If any provision of these terms is declared invalid, illegal, or unenforceable by a competent court, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid one that most closely approximates the original intent.
• Waiver: CitaFlow's failure to exercise or delay in exercising any right on any occasion does not constitute a waiver thereof nor prevent its future exercise.
• Assignment: The Partner may not assign, transfer, or sublicense their rights or obligations under these terms without CitaFlow's prior written consent. Any unauthorized assignment shall be null and void. CitaFlow may freely assign these terms in the event of a merger, acquisition, or asset sale.
• Entire Agreement: These terms, together with any policies incorporated by reference, constitute the entire agreement between the parties regarding the Program and supersede any prior agreement, negotiation, or communication, oral or written.
• Survival: The sections regarding confidentiality (12), data protection (13), limitation of liability (15), indemnification (16), regulatory compliance (17), dispute resolution (20), governing law (21), and this general provisions section (23) shall survive termination of the agreement.
• Notices: All notices under these terms shall be sent by email to the registered addresses and shall be deemed received upon confirmed delivery. Notices of significant legal content (termination, claims, modifications) shall additionally be sent by a means that allows proof of receipt where possible.
• Language: In case of discrepancy between the Spanish version and the English version of these terms, the Spanish version shall prevail.
• Electronic Acceptance: The Partner acknowledges and agrees that electronic acceptance of these terms (via checkbox, form submission, or affirmative email reply) has the same validity and legal effect as a handwritten signature.

24. Contact

For inquiries about the Partner Program:

Annex A. Minimum Prospecting Restrictions by Channel and Jurisdiction

This Annex supplements Section 7.2. CitaFlow may update it to reflect regulatory changes; the version published on this page is the one in force. The relevant jurisdiction is, at a minimum, that of the recipient of the communication. The Partner remains responsible for verifying the law applicable in each case.

A.1 Channel rules in every jurisdiction

• In-person visit to a business: permitted where the purpose is exclusively B2B, the Partner identifies themselves as an independent professional, and any refusal or request to leave the premises is respected immediately.
• WhatsApp: only after the recipient has opted in to receiving messages through that channel.
• SMS and other messaging: only with the recipient's prior consent.
• Calls: only individualized calls made by a human, never to randomly generated numbers, and after screening the applicable suppression systems.
• Call recording: only where lawful and disclosed in the location of both parties.
• Contact data published on websites, maps, or directories: may be looked up manually where the law permits; automated or bulk extraction is excluded.

A.2 Commercial email without prior consent

• Spain, Germany, and Italy: not permitted, whether the recipient is a legal entity (including generic addresses) or a sole trader or professional, save for the narrow statutory existing-customer exceptions.
• United Kingdom: only to companies and other corporate subscribers; not to sole traders or certain partnerships.
• Ireland: only to legal entities clearly identified as such.
• Portugal: only to legal entities and after screening the national opt-out list.
• Canada: only where the Partner can document express or implied consent under Canadian law.

A.3 Unsolicited commercial calls

• Spain: may not be made from mobile numbering. The call must be directed at a strictly professional contact, and the Partner must identify themselves at the outset, state the commercial purpose, and inform the recipient of the right to object.
• United Kingdom: after screening the TPS and CTPS registers.