Gitogi Affiliate Agreement

1. Recitals and definitions

This Affiliate Agreement (the "Agreement") is entered into between:

• Gitogi Srl, with registered office in Italy, VAT IT14288420962 (the "Company" or "Gitogi"), and
• the natural or legal person who registers for the affiliate program by completing the signup form on gitogi.com/affiliates/signup and accepting this Agreement (the "Affiliate").

1.1 Definitions

• "Affiliate Program" or "Program": the initiative promoted by Gitogi that allows the Affiliate to promote the Gitogi Services and earn a Commission on subscriptions concluded by Referred Users they generate.
• "Gitogi Services": the AI Adoption & Governance training, certification, and tooling ecosystem published at gitogi.com, including the subscription tiers (free / professional / business / consultant / fcaio) and ad-hoc consulting services.
• "Affiliate Code": the unique alphanumeric identifier (e.g. AFF-XXXXX for affiliates, CONS-XXXXX for consultants, FAIO-XXXXX for Fractional AI Officers) automatically generated at signup and bound to the Affiliate's identity.
• "Affiliate Link": a URL of the form https://gitogi.com/r/<Affiliate Code> that redirects to the Gitogi site and activates the referral tracking.
• "Referred User": a natural or legal person who, after visiting the Gitogi site through an Affiliate Link (or being attributed via the tracking cookie), subscribes to a paid plan.
• "Commission": the percentage of the net consideration paid by the Referred User to Gitogi, owed to the Affiliate per the terms of art. 4.
• "Tracking Cookie": the technical session cookie gitogi_ref with 90-day duration, described in cookie-policy/.
• "Stripe Connect Express": the payment platform operated by Stripe Inc. used to disburse payouts to the Affiliate (see art. 5).

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2. Joining the Program

2.1 Eligibility requirements

The Affiliate represents that they:

• have legal capacity per art. 2 of the Italian Civil Code (legal age, not interdicted, not incapacitated);
• act in the exercise of their professional or business activity (B2B), or as a consumer aware of the terms of this Agreement;
• provide truthful, complete, and current contact and identification data;
• are resident or have a permanent establishment in Italy or in the European Union (geographic limit for v1.0 — UK / extra-EU expansion is scheduled for v1.1 of the Agreement).

2.2 Joining process

Joining occurs through:

1. completion of the signup form at gitogi.com/affiliates/signup providing email, public name, and accepting this Agreement via active click-wrap checkbox;
2. email verification through magic link (one-time password);
3. automatic activation of the Affiliate Code and the dashboard at /dashboard/affiliate/.

2.3 Right of withdrawal (consumers)

For Affiliates qualifying as consumers per art. 3 of Italian Legislative Decree 206/2005 (Italian Consumer Code), the 14-day withdrawal right applies from the date of signup, exercisable by sending written notice to affiliates@gitogi.com. Exercising the right of withdrawal entails cancellation of the Affiliate Code and termination of any future Commission, without prejudice to amounts already accrued and tied to active Referred Users.

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3. Affiliate obligations

3.1 Promotion of Gitogi Services

The Affiliate undertakes to promote the Gitogi Services:

• with prevailing truthfulness: no deceptive or exaggerated claim; no guarantee of specific results; no technologically unsustainable statement (e.g. "I guarantee 100% compliance", "I certify AI Act-ready", "100% security");
• without spam: no promotion of the Affiliate Link via unsolicited email, automated comments, fake reviews, or black-hat SEO techniques;
• without phishing or brand damage: no creation of domains or social accounts deceptively similar to "gitogi" (squatting, look-alike), no alteration of Gitogi content, no replacement of logo or brand;
• respecting the audience: no promotion targeted at vulnerable subjects, minors, or non-target Gitogi ICP;
• respecting GDPR and Italian Privacy Code: processing of personal data collected during promotion compliant with EU Reg. 2016/679 and Italian Legislative Decree 196/2003.

3.2 Public profile (optional)

The Affiliate may make their profile public in the consultant directory (/it/consulenti/[slug] or /en/consultants/[slug]). Activation is explicitly opt-in via toggle in /dashboard/profilo/visibility. At first activation:

• the profile content (bio, services, claims) is subject to automated check via regex denylist (D10 ratified — hard mode): patterns garantisco|certifico|100%|sicuro al 100%|compliance assicurata (and English equivalents) block save and suggest reformulation;
• the Affiliate may deactivate public visibility at any time from the same page;
• activation entails authorisation to include the profile in the public sitemap (for SEO indexing) and in the directory's interactive map.

3.3 Badge and CPD for certified consultants

The Affiliate who reaches the certificato level (passing the certification path final assessment with score ≥ 80%) commits to:

• maintain at least 10 hours/year of Continuing Professional Development (CPD) rolling 12 months (D11 ratified);
• CPD hours are tracked automatically by Gitogi via training-time logs (module study hours + live session participation + assessments passed) — no manual input required from the Affiliate;
• failure to reach 10 hours by the expires_at of the certificato level automatically results in downgrade to the in_formazione level (daily cron daily-badge-decay).

3.4 Administrative cooperation

The Affiliate shall promptly provide Gitogi with the data required to disburse Commissions (tax code, VAT number if applicable, IBAN through Stripe Connect Express) and for tax compliance per the terms of art. 5.

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4. Commissions

4.1 Rates

The Affiliate is entitled to a Commission calculated on the net consideration (net of VAT, discounts, refunds, chargebacks) paid by the Referred User to Gitogi:

• Standard affiliate (code prefix AFF-): 20%;
• Consultants (code prefix CONS-): 20%;
• Fractional AI Officer consultants (code prefix FAIO-): 25%.

The rate applies to the consideration of plans subscribed by the Referred User for the entire duration of the active subscription (lifetime commission — D9 ratified), with no time limit.

4.2 Attribution and tracking

The Commission is attributed to the Affiliate under the following conditions:

• the Referred User accesses the Gitogi site through the Affiliate Link or a link containing the query parameter ?ref=<Affiliate Code>;
• the Tracking Cookie gitogi_ref is set for 90 days from the visit;
• in case of multiple consecutive visits with different codes, the most recent Code in chronological order wins (last-click attribution) before subscription;
• the Referred User's subscription occurs during the validity window of the Tracking Cookie;
• the Referred User's payment is not subject to chargeback, refund, or active dispute.

4.3 Accrual and periods

The Commission accrues monthly based on the payments actually collected by Gitogi in the calendar reference month. The calculation includes:

• net payments collected in the month (net of refund, chargeback, VAT);
• currency conversion not applicable in v1.0 (transactions exclusively in EUR);
• any past-due amounts to be reconciled within 30 days following the cycle.

4.4 Rate modifications

Gitogi reserves the right to modify Commission rates with at least 60 days prior written notice. Modified rates apply exclusively to new referrals generated after the effective date of the modification; referrals active before the modification continue to generate Commissions at the prior rate for the entire subscription duration.

4.5 Exclusions

No Commission accrues for:

• referrals generated by the Affiliate to themselves or to related entities (self-referral);
• referrals with detected fraud attempt (manipulated codes, bot traffic, fictitious conversions);
• subscriptions using promo codes that reduce the net consideration to zero;
• referrals related to the free plan.

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5. Commission payment

5.1 Minimum threshold

Accrued Commissions are disbursed when the net pending balance for the Affiliate reaches the threshold of € 50.00. Below threshold, the balance accumulates to the next cycle.

5.2 Payment method

Payment occurs through Stripe Connect Express:

• on first Commission accrual above threshold, the Affiliate receives in the dashboard the invitation to complete Stripe Connect Express onboarding (3-5 minutes, managed directly by Stripe Inc.);
• Stripe requires fiscal data (tax code, VAT, IBAN) needed for payment and for issuing fiscal documentation borne by the Affiliate;
• once onboarding is complete, payment is scheduled on the 1st day of the month following accrual (e.g. Commissions accrued in January = paid on 1 February).

5.3 Tax documentation

The Affiliate is required to:

• issue invoice or credit note to Gitogi for the amounts received, according to their own fiscal regime (VAT, flat-rate regime, non-fiscal receipt for occasional natural persons within the threshold of € 5,000/year per art. 67 of Italian Presidential Decree 917/1986);
• maintain documentation of received Commissions for the fiscal limitation period (10 years — Italian Legislative Decree 14/2019);
• assume any responsibility for fiscal compliance with respect to themselves.

Gitogi does not operate any withholding on Commissions; the Affiliate is solely responsible for managing the fiscal aspects of their compensation.

5.4 Payment suspension and forfeiture

Gitogi reserves the right to suspend or forfeit payment in case of:

• breach of this Agreement by the Affiliate;
• detected or suspected fraud (with 30-day audit);
• failure to provide fiscal or onboarding documentation within 90 days of accrual;
• request for suspension by the Referred User for active dispute.

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6. Co-branding and intellectual property

6.1 Gitogi brand

The Gitogi brand (logo, names, registered trademarks, payoff "AI Adoption & Governance Partner") remains the exclusive property of Gitogi Srl. The Affiliate does NOT acquire any right to it beyond the use strictly necessary to promote the Gitogi Services.

6.2 Co-branding modalities

The Referred User sees the Gitogi brand prevailing throughout the user experience, with visible acknowledgement of the Affiliate:

• in signup and checkout flows: thin banner "Introduced by [Affiliate name]";
• in onboarding emails: dedicated paragraph acknowledging the Affiliate's introduction;
• in the Referred User's dashboard: removable widget "Introduced by [Affiliate name]" with link to the public profile if active.

6.3 No white-label

The Affiliate may NOT:

• present Gitogi Services under their own brand replacing the Gitogi logo or name (white-label);
• alter content, prices, or conditions of the Gitogi Services;
• create unauthorised landing pages presenting themselves as part of the gitogi.com site;
• use the Gitogi brand in contexts that may cause reputational harm.

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7. Personal data processing

Processing of the Affiliate's personal data occurs per EU Reg. 2016/679 (GDPR) and Italian Legislative Decree 196/2003. Details of processing — including purposes, legal bases, data categories, retention, and data subject rights — are published at /privacy-policy/.

The Affiliate declares having read and understood the Privacy Policy. In particular, the Affiliate is informed that:

• fiscal onboarding data (VAT, IBAN) is processed by Stripe Payments Europe Limited (Ireland) as external processor (sub-processor — see /sub-processori/ or /sub-processors/);
• referral tracking data (cookies, click logs) is processed by Gitogi for a duration equal to the active subscription of the Referred User + 24 months (retention compliant with art. 5(1)(e) GDPR);
• the Affiliate has rights of access, rectification, erasure, restriction, opposition, and portability per arts. 15-22 GDPR exercisable at privacy@gitogi.com.

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8. Duration, withdrawal, and termination

8.1 Duration

This Agreement is for an indefinite term from the date of acceptance and Affiliate Code signup.

8.2 Affiliate's unilateral withdrawal

The Affiliate may withdraw at any time by written notice to affiliates@gitogi.com or by deactivating the Code in the dashboard. In such case:

• Commissions accrued at the date of withdrawal are paid per art. 5;
• Commissions that would accrue from active Referred Users in the 90 days following withdrawal are still paid (forfeited after 90 days);
• no future Commission is owed beyond such period.

8.3 Gitogi's withdrawal for cause

Gitogi may withdraw immediately from this Agreement, without notice, in case of:

• breach of the "prevailing truthfulness" prohibition (art. 3.1) with claims harmful to the brand;
• detected or suspected fraud with confirmed audit;
• spam, phishing, or reputational harm to the Gitogi brand;
• failure to cooperate administratively for over 90 days;
• inactivity of the Affiliate Code for over 24 consecutive months.

In case of withdrawal for cause, accrued Commissions are paid in full but residual Commissions (post-withdrawal) lapse.

8.4 Effects of withdrawal

Following withdrawal by either party:

• the Affiliate Code is deactivated;
• the dashboard /dashboard/affiliate/ remains accessible read-only for 5 years (fiscal retention);
• the public profile in the consultant directory is removed;
• the certificato badge (if any) automatically lapses.

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9. Limitation of liability

9.1 Gitogi's responsibilities

Gitogi commits to:

• maintain the referral tracking system functioning with reasonable availability (target 99.5% uptime);
• disburse Commissions per the terms of art. 5;
• protect the Affiliate's personal data per GDPR.

Gitogi is not responsible for:

• failure of the Affiliate to generate referrals;
• subscription decisions of the Referred User;
• market or pricing variations that reduce the Commission calculation base;
• force majeure events (including service interruptions of Stripe, AWS, Vercel).

9.2 Affiliate's responsibilities

The Affiliate indemnifies Gitogi against any third-party claim arising from:

• deceptive or false claims spread by the Affiliate during their promotion activity;
• violation of third-party rights (intellectual property, privacy, competition);
• failure to fulfil tax obligations resting on the Affiliate.

9.3 Liability cap

In any case, Gitogi's total liability towards the Affiliate under this Agreement is limited to the amount of Commissions accrued by the Affiliate in the 12 months preceding the event giving rise to liability. Such limitation does not apply in the cases provided by art. 1229 of the Italian Civil Code (wilful misconduct or gross negligence).

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10. Governing forum and applicable law

10.1 Exclusive forum

For any dispute arising from this Agreement, the Court of Milan has exclusive competence, save in the case of a dispute with an Affiliate qualifying as a consumer, for whom art. 33 of Italian Legislative Decree 206/2005 (consumer's forum) applies.

10.2 Applicable law

This Agreement is governed by Italian law, with the exclusion of conflict-of-laws provisions. The 1980 Vienna Convention on the international sale of goods is expressly excluded.

10.3 Dispute resolution

Before bringing the matter to the judicial authority, the parties commit to attempting amicable dispute resolution for a period of 30 days from sending the formal notice of dispute.

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11. Modifications to the Agreement

Gitogi reserves the right to modify this Agreement. Modifications will be notified to the Affiliate with 30 days prior written notice (via email to the registered contact address). In case of substantial unfavorable modifications, the Affiliate has the right to withdraw without penalty by the effective date of the modifications; failing withdrawal, modifications are deemed accepted.

Modifications relating to Commission rates follow the specific procedure of art. 4.4 (60-day notice, application only to new referrals).

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12. Final provisions

12.1 Communications

Communications relating to this Agreement occur at the email address registered by the Affiliate at signup time. It is the Affiliate's responsibility to update such address in case of change.

12.2 Assignment

The Affiliate may not assign this Agreement to third parties without Gitogi's prior written consent. Gitogi may assign the Agreement in case of extraordinary operations (transfer of business, merger) with notice to the Affiliate.

12.3 Severability

The possible invalidity or ineffectiveness of one or more clauses of this Agreement does not entail invalidity of the entire Agreement. The parties commit to replacing the invalid clause with another that, within the limits allowed by law, achieves an equivalent regulation.

12.4 Language

The Italian version of this Agreement is legally binding. The English translation (AFFILIATE_AGREEMENT_EN.md) is provided for purposes of comprehension only and does not constitute an autonomous Agreement.

12.5 Version and traceability

The version of this Agreement is identified by the version number + effective date in the heading. The Affiliate accepts the version in force at the time of signup; subsequent modifications follow the procedure of art. 11.

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Signature (online click-wrap)

Acceptance of this Agreement occurs through active checkbox at the time of completion of the signup form on gitogi.com/affiliates/signup. Activation of the Affiliate Code constitutes confirmation of full acceptance of the Agreement.

Affiliate (auto-populated by the system at signup)
Public name	automatic
Email	automatic
Generated Affiliate Code	automatic (e.g. AFF-XXXXX)
Agreement version accepted	1.0
Date and time of acceptance	automatic (ISO-8601 UTC timestamp)
IP of acceptance	automatic (for GDPR Art. 7.1 evidence)

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Gitogi Srl — VAT IT14288420962 — info@gitogi.com — privacy@gitogi.com — affiliates@gitogi.com