AI Broker System

TERMS OF BUSINESS

Revised 23 January 2026 Accelerator Next Gen Information Technology Consultants EST (Trade License Number - 1586544) a company incorporated in Dubai, United Arab Emirates, whose registered address is Office No. 528, Malek Hind Abd Al Ghafar Gholoum Hussein, Deira Al Khibisi., Dubai, United Arab Emirates (the “Company”) And (the “Service User”) By executing this Agreement, or by accepting this Agreement electronically (including via Clickwrap), the Affiliate acknowledges that they have read, understood, and agree to be legally bound by the terms set out herein

SCALON.AI SERVICES BRONZE

1. APPOINTMENT & SCOPE OF SERVICES

1.1 Appointment. The Company appoints the Service User on a non-exclusive, limited, revocable basis to market and promote the Company’s products and services strictly in accordance with this Agreement.

1.2 No Authority. The Service User has no authority to bind the Company, negotiate or modify pricing, issue refunds or credits, offer guarantees, or make representations outside of Company-approved marketing materials.

1.3 Independent Contractor. The Service User acts solely as an independent contractor. Nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.

1.4 Subject to the Service User’s ongoing compliance with this Agreement and timely payment of all applicable fees, the Service User shall be entitled to the following Bronze Tier benefits for the duration of the Agreement:

Non-exclusive resell rights to Scalon.AI services;
Access to the Scalon.AI Service User dashboard displaying tracked leads, sales, commissions, residuals, and team data;
Copy-and-paste funnel framework and marketing structure;
Meta Ads training;
YouTube Ads training;
Copy-and-paste email marketing templates;
Copy-and-paste SMS marketing templates;
Weekly group coaching calls delivered by the Company;
Community access (Discord or equivalent platform);
Done-for-you sales enablement support;
Done-for-you success support;
Done-for-you team building and management guidance;
A limited license to use Company-approved social proof assets;
Training on the proper use of Scalon.AI systems and tools;
Social media branding templates; and
Free traffic generation training. The Company may modify or substitute specific tools, platforms, or delivery mechanisms provided that the overall commercial value of the Bronze Tier is not materially reduced.

2. TERM

2.1 Initial Term. This Agreement shall commence on the date of acceptance by the Service User (the “Effective Date”) and shall continue for an initial fixed term of twelve (12) months (the “Initial Term”).

2.2 Automatic Renewal. Upon expiry of the Initial Term, this Agreement shall automatically renew for successive twelve (12) month renewal terms unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

2.3 Survival. Termination or expiration shall not affect provisions which by their nature are intended to survive, including intellectual property, confidentiality, non-disparagement, limitation of liability, indemnities, dispute resolution, and payment clawback rights.

3. COMMERCIAL TERMS

3.1 Bronze Membership Access Fee The Service User shall pay an annual Bronze Membership Access Fee, which is strictly non-refundable. The Membership Fee grants the Service User access to the Scalon.ai Bronze Membership, including proprietary tools, systems, training, operational support, technology access, and Service User enablement services described in Clause 1.4. The Membership Fee is not an investment, franchise fee, business opportunity purchase, or payment made in consideration for recruitment-based compensation. The Membership Fee is payable solely in exchange for access to services and infrastructure and is not dependent on the Service User earning any commissions or income.

3.2 Qualified Sales. Commissions shall be earned solely on sales that are successfully tracked by the Company, fully collected, not refunded, not reversed, not disputed, and compliant with this Agreement (“Qualified Sales”).

3.2A Primary Income Source – End-Customer Sales The Parties expressly acknowledge and agree that the primary and intended method by which an Service User may earn commissions under this Agreement is through the direct referral and sale of the Company’s products and services to bona fide end-user customers. No Service User is required to recruit other Service Users in order to earn commissions, and recruitment is neither necessary nor promoted as a primary means of earning income under this Agreement.

3.3 Direct End-User Sales Commission The Service User shall earn a five percent (5%) commission on gross cash collected by the Company from Qualified Sales made directly to end-user customers who are not Service Users, and who are referred by the Service User through Company-approved marketing channels.

3.4 Limited Team Support Override (Incidental) The Service User may earn a limited override commission equal to ten percent (10%) of commissions earned by directly referred Service Users, provided that:

such override commissions are incidental to the Service User’s direct end-user sales commissions;
override commissions shall never exceed the Service User’s direct end-user sales commissions in any given calendar month; and
override commissions are paid solely as consideration for mentoring, training support, and quality assurance provided to such Service Users. Under no circumstances shall recruitment-based commissions constitute the primary source of compensation for the Service User.

3.5 Customer Subscription Residuals The Service User shall earn a USD $33 monthly residual commission for each active, paying end-user subscription customer directly referred by the Service User, payable only while such customer’s subscription remains active, paid, and in good standing. Residual commissions are earned exclusively in respect of end-user customers and are not payable in respect of Service User membership fees or Service User participation.

3.6 Commission Hold Period. All commissions, team match commissions, and residuals shall be subject to a thirty (30) day hold period from the applicable customer purchase date.

3.7 Reversals, Offsets & Clawbacks. The Company may reverse, withhold, or offset commissions in the event of refunds, charge reversals, payment disputes, fraud, duplicate attribution, policy violations, or tracking errors.

3.8 All commission payments and residuals due to the Service User shall be paid by the Company via Company-designated payout methods, which may include bank transfer, payment processor payout, or other electronic payment mechanisms selected by the Company from time to time. The Service User shall provide all information reasonably required to facilitate payment. The Company is not obligated to process payments via Service User-issued payment links unless expressly agreed in writing.

3.9 The Company may, at its discretion, monitor aggregate program economics to ensure that the majority of revenue and commissions arise from end-user customers rather than Service User participation.

4. TRACKING & REPORTING

4.1 System of Record. The Scalon.AI Service User dashboard shall constitute the sole and final system of record for all tracking, attribution, commissions, residuals, and team match calculations.

4.2 Discrepancies. Any tracking discrepancy must be raised in writing within thirty (30) days of the relevant entry appearing in the dashboard.

5. NO REFUNDS

5.1 A strict No-Refund Policy applies. All Service User program fees are strictly non-refundable.

5.2 Waiver of Chargebacks. To the fullest extent permitted by law, the Service User agrees not to initiate chargebacks or payment disputes relating to fees paid under this Agreement and shall instead engage in good-faith dispute resolution pursuant to Clause 12.

6. CONFIDENTIALITY, INTELLECTUAL PROPERTY & NON SOLICITATION

6.1 Confidential Information “Confidential Information” includes all non‑public commercial, technical, financial, strategic, operational, and proprietary information disclosed by the Company, including systems, templates, training materials, IP, data, pricing, margins, and the terms of this Agreement.

6.2 Obligations The Service User shall keep all Confidential Information strictly confidential, use it solely for performing this Agreement, and restrict access to authorised personnel bound by equivalent confidentiality obligations.

6.3 Exclusions Confidential Information excludes information that is publicly available without breach, lawfully known prior to disclosure, or independently developed without reference to Company information.

6.4 Compelled Disclosure Where disclosure is legally required, Service User shall provide prompt notice (where permitted) and disclose only the minimum required.

6.5 Survival Confidentiality obligations survive termination for five (5) years and indefinitely for trade secrets.

6.6 Intellectual Property All intellectual property, derivatives, templates, systems, know‑how, and materials remain the exclusive property of the Company. No rights are transferred.

6.7 Confidentiality of Disputes The Parties shall keep confidential the existence and nature of disputes except as required to enforce this Agreement.

6.8 Neither party will solicit the other's employees, contractors, or clients during the term and for 24 months thereafter.

6.9 Restrictions. The Service User shall not reverse-engineer, modify, or create derivative works of the Licensed Product, nor permit others to do so.

6.10 Injunctive Relief The Service User acknowledges that breach may cause irreparable harm entitling Company to terminate this agreement with immediate effect and seek injunctive and equitable relief.

7. WARRANTIES & DISCLAIMERS

7.1 Standard of Care Company warrants that Services will be provided with reasonable skill and care consistent with industry standards.

7.2 No Guarantee of Results Except as expressly stated, Services are provided “as‑is”. The Company makes no guarantees regarding results, performance, profitability, or earnings.

7.3 No Earnings Claims Examples, case studies, and testimonials are illustrative only and not guarantees of results. Outcomes depend on factors outside the Company’s control.

7.4 No Responsibility for Outcomes The Company assumes no responsibility for Service User’s business outcomes, advertising performance, or financial success.

7.5 FTC & Advertising Compliance The Service User shall comply at all times with all applicable advertising, marketing, and consumer protection laws and regulations, including without limitation the U.S. Federal Trade Commission Endorsement Guides (16 CFR Part 255). Without limiting the foregoing, the Service User shall clearly and conspicuously disclose any material connection with the Company in all promotional content, including but not limited to the use of hashtags such as #ad, #Service User, or #sponsored, in a manner that is unavoidable and easily understood by the intended audience. The Service User shall not make any express or implied earnings, income, profit, performance, or lifestyle claims unless expressly authorised in writing by the Company and supported by verifiable evidence approved by the Company in advance. The Service User shall not publish, communicate, or imply any earnings, income, or financial performance claims relating to the Company’s services unless expressly approved in writing by the Company and accompanied by appropriate disclosures and substantiation as required by applicable law. The Service User shall not engage in deceptive, misleading, or aggressive marketing practices, including spam, impersonation, false urgency, fake reviews, or misrepresentation of the Company or its services. The Company may require the Service User to modify, remove, or correct any marketing content that the Company reasonably believes violates this Agreement or applicable law. The Service User shall comply within twenty-four (24) hours of written notice. Failure to comply constitutes a material breach.

7.6 No Pyramid, MLM, or Recruitment-Driven Scheme The Service User acknowledges and agrees that this Agreement does not constitute a pyramid scheme, multi-level marketing scheme, chain distribution scheme, or investment opportunity. Compensation under this Agreement is earned solely from the sale of bona fide products and services to end-user customers, and not from the act of recruiting other Service Users. The Service User shall not market, represent, or imply that income may be earned primarily through recruitment, downlines, or passive participation.

7.6A The Service User shall not market the Program using terms such as “passive income,” “build a downline,” “residuals from Service Users,” “recruitment income,” or similar phrases that could reasonably imply that compensation is driven primarily by recruitment rather than customer sales.

8. NON DISPARAGEMENT

8.1 Except with respect to a consumer review as defined by the Consumer Review Fairness Act, 15 U.S.C. § 45b, the parties agree that they will not disparage or encourage others to disparage any of the parties to this agreement. For purposes of this agreement, the term disparage includes without limitation comments or statements made in any matter or medium on social media or in the press or in any public forum about the other parties which would adversely affect any manner of the conduct of the business of the parties, without limitations to the parties’ business plans or prospects or the business reputation of the parties.

8.2 Nothing herein restricts the Service User from leaving honest reviews protected under the Consumer Review Fairness Act (15 U.S.C. § 45b). However, the Service User agrees not to make knowingly false or maliciously misleading statements that could damage the Company’s reputation or business interests.

8.3 Both parties acknowledge that breach may cause irreparable harm, entitling the non breaching party to terminate this agreement with immediate effect and seek injunctive and equitable relief. The non-disparagement obligations outlined in this clause shall survive the termination of this Agreement indefinitely.

8.4 The Parties agree to keep confidential to themselves the terms of this agreement, along with the nature of any potential dispute/s which may arise, and not use for any collateral or ulterior purposes, the nature of any potential dispute/s, except insofar as is necessary to implement and enforce any of its terms. The confidentiality obligations outlined in this clause shall survive the termination of this Agreement indefinitely.

8.5 Nothing in this Agreement restricts disclosures required by law or communications with regulatory authorities.

9. TERMINATION

9.1 Break Clause Either Party may terminate after twelve (12) months by giving thirty (30) days’ written notice.

9.2 Immediate Termination Either party may terminate with immediate effect for any material breach of this agreement.

9.3 Post-Termination Economics & Fairness Termination of this Agreement after the initial twelve (12) month period shall not affect the Service User’s right to receive:

all commissions earned on revenue generated prior to the effective termination date; and
commissions on any revenue attributable to Service User-generated leads or campaigns completed prior to termination but collected thereafter, in accordance with the standard commission schedule. This clause is intended to ensure that termination rights operate symmetrically and fairly, without depriving either Party of value already created.

10. INTELLECTUAL PROPERTY

10.1 Ownership. All intellectual property, including software, systems, training materials, funnels, dashboards, trademarks, branding, documentation, data, methodologies, and know-how, whether registered or unregistered, remains the exclusive property of the Company.

10.2 License Grant. The Company grants the Service User a limited, non-exclusive, non-transferable, revocable license to use Company-approved marketing materials solely for the purpose of promoting the Company’s services during the term of this Agreement.

10.3 Restrictions. The Service User shall not copy, modify, adapt, reverse engineer, decompile, disassemble, sublicense, resell, or otherwise exploit any Company intellectual property except as expressly permitted under this Agreement.

10.4 Brand & Trademark Restrictions. The Service User shall not register or use confusingly similar domains, social handles, paid search keywords, or representations implying it is the Company.

10.5 Cessation on Termination. Upon termination, the Service User shall immediately cease all use of Company intellectual property and confidential materials.

11. LIMITATION OF LIABILITY & INDEMNITY

11.1 In no event shall the Company be liable for any damages for any indirect, consequential or special damages, or loss of data, earnings, revenue, or profit on the part of the Service User, regardless of whether the Service User was advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy. In no event shall Company’s aggregate liability under this Agreement exceed the total amounts paid by the Service User in the twelve (12) months preceding the claim. Nothing in this Agreement excludes liability for gross negligence, fraud, or willful misconduct to the extent such exclusion is prohibited by law.

11.2 The Company hereby makes no guarantees, representations or warranties of any kind or nature, express or implied, with respect to the services rendered. Each party will indemnify the other against third-party claims arising from its own unlawful conduct.

11.3 The Service User shall indemnify, defend, and hold harmless the Company, its Service Users, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Service User’s use of the services, (b) any breach by the Service User of this Agreement, or (c) the Service User’s violation of any applicable law or the rights of any third party.

12. DISPUTE RESOLUTION, GOVERNING LAW, & LEGAL FEES

12.1 This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, as applied in the Emirate of Dubai, without regard to its conflict of law principles. Except for claims by the Company relating to (i) its confidential information, (ii) intellectual property rights, (iii) unpaid fees or amounts due, or (iv) indemnification obligations, any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be finally resolved by binding arbitration. The arbitration shall be conducted under the Rules of Arbitration of the Dubai International Arbitration Centre (DIAC) in force at the time of commencement of the arbitration. The tribunal shall consist of a single arbitrator appointed in accordance with the DIAC Rules. The seat and legal place of arbitration shall be Dubai, United Arab Emirates. The language of the arbitration shall be English. The arbitration proceedings may be conducted remotely by video conference unless the parties otherwise agree in writing. As a condition precedent to commencing arbitration, the parties shall first attempt in good faith to resolve the dispute by means of a 30-minute video conference between senior executive representatives of each party. If the dispute is not resolved within ten (10) business days following such a meeting (or the refusal or failure of a party to participate), either party may initiate arbitration in accordance with this clause. Nothing in this clause shall prevent the Company from seeking interim, injunctive, or equitable relief from any court of competent jurisdiction in the United Arab Emirates to protect its confidential information, intellectual property, or other proprietary rights, pending the constitution of the arbitral tribunal or otherwise.

12.2 The Client agrees to resolve disputes individually and waives any right to participate in class or consolidated actions.

12.3 In the event of any dispute between the Parties concerning this Agreement, the prevailing party, whether the Client or the Company, shall be entitled to an award of reasonable attorneys’ fees and court or arbitration costs directly incurred in connection with such dispute. Recovery shall be limited to customary legal expenses.

13. FORCE MAJEUR

Neither Party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, governmental actions, internet or telecommunications outages, or other events of force majeure. Payment obligations remain unaffected.

14. EXPORT CONTROL COMPLIANCE

The Service User acknowledges that the Services may be subject to U.S. and international export control laws and regulations. The Service User agrees not to use, export, or re-export the Services in violation of any applicable export laws or regulations.

15. ASSIGNMENT BY COMPANY

The Company may assign this Agreement, in whole or in part, to any Service User, successor, or acquirer in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, without the Service User’s prior consent. The Service User may not assign this Agreement without the Company’s prior written consent.

16. DATA PRIVACY & PROTECTION

16.1 The Company may process the Service User’s Personal Data solely as necessary to provide the Services, perform analytics, and improve systems, in compliance with applicable privacy and data protection laws, including but not limited to the EU General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”), the CPRA, and the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (“UAE PDPL”). Upon termination or written request by the Service User, the Company shall, within a reasonable period, delete or return all the Service User’s Personal Data, subject to (i) applicable legal and regulatory retention requirements, (ii) industry-standard backup and disaster recovery practices, and (iii) the Company’s legitimate business interests (e.g., fraud prevention, compliance evidence).

16.2 The parties acknowledge that, for purposes of applicable data protection laws, the Service User acts as the controller and the Company acts as the processor of Service User Personal Data.

16.3 The Service User acknowledges that Service User Personal Data may be transferred to and processed in jurisdictions outside of its country of origin. The Company shall ensure that such transfers are subject to appropriate safeguards as required by applicable data protection laws (including, where applicable, EU Standard Contractual Clauses or UAE PDPL-approved mechanisms).

16.4 The Company shall implement and maintain appropriate technical and organizational measures designed to protect the Service User’s Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, consistent with industry standards and applicable data protection laws.

17. ENTIRE AGREEMENT

17.1 This Agreement constitutes the entire understanding between the parties. Any modifications or amendments must be in writing and signed by both parties. The Service User may not assign this Agreement without written consent. Failure to enforce any provision is not a waiver. If any provision of this Agreement is held invalid or unenforceable, the rest remains in effect, and the affected provision will be enforced to the fullest extent allowed by law. The parties agree this Agreement is jointly drafted and no ambiguity shall be interpreted against either party.

17.2 This Agreement supersedes, replaces, and extinguishes all prior and contemporaneous agreements, terms of business, understandings, representations, or arrangements between the Parties, whether written or oral, including without limitation any prior client, program, or services agreement.

17.3 The Parties agree that electronic signatures, acceptance by clickwrap or equivalent online mechanism, and electronic records shall be deemed valid and enforceable execution of this Agreement.

17.4 The Company may modify, update, or substitute elements of the Services in its sole discretion.

17.5 The Company may modify, update, or amend these Terms of Business, the Services, or any policies incorporated by reference (collectively, “Updates”) at any time to reflect improvements, changes in applicable law, enhancements to the Services, operational requirements, or other legitimate business needs.

17.6 Any Update will become effective upon the earlier of:

posting the revised Terms of Business on the Company’s website or platform; or
sending written notice to the Service User via email to the Service User’s last known email address on file. Continued use of the Services after the effective date of any Update constitutes the Service User’s acceptance of the revised Terms.

17.7 The Service User acknowledges and agrees that a new physical signature or written agreement is not required for Updates to become binding, and that acceptance may occur by continued use of the Services consistent with standard industry click-wrap and browse-wrap principles.

17.8 Material changes that significantly affect the Service User’s rights, obligations, or financial commitments will be communicated via email with at least five (5) days’ prior notice before taking effect. Non-material or administrative changes may take effect immediately upon posting.

17.9 No Update shall retroactively reduce commissions earned on Qualified Sales generated prior to the effective date of such Update.

SCALON.AI SERVICES SILVER

1. APPOINTMENT & SCOPE OF SERVICES

1.1 Appointment. The Company appoints the Service User on a non-exclusive, limited, revocable basis to market and promote the Company’s products and services strictly in accordance with this Agreement.

1.2 No Authority. The Service User has no authority to bind the Company, negotiate or modify pricing, issue refunds or credits, offer guarantees, or make representations outside of Company-approved marketing materials.

1.3 Independent Contractor. The Service User acts solely as an independent contractor. Nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.

1.4 Subject to the Service User’s ongoing compliance with this Agreement and timely payment of all applicable fees, the Service User shall be entitled to the following Silver Tier benefits for the duration of the Agreement:

Non-exclusive resell rights to Scalon.AI services;
Access to the Scalon.AI Service User dashboard displaying tracked leads, sales, commissions, residuals, and team data;
Copy-and-paste funnel framework and marketing structure;
Meta Ads training;
YouTube Ads training;
Copy-and-paste email marketing templates;
Copy-and-paste SMS marketing templates;
Weekly group coaching calls delivered by the Company;
Community access (Discord or equivalent platform);
Done-for-you sales enablement support;
Done-for-you success support;
Done-for-you team building and management guidance;
A limited license to use Company-approved social proof assets;
Training on the proper use of Scalon.AI systems and tools;
Social media branding templates; and
Free traffic generation training.
24/7 AI-Powered Personalised Support, provided through Company-approved platforms and interfaces, designed to deliver on-demand guidance, responses, and operational assistance related to marketing, lead handling, Service User operations, and platform usage The Company may modify or substitute specific tools, platforms, or delivery mechanisms provided that the overall commercial value of the Bronze Tier is not materially reduced.

2. TERM

2.1 Initial Term. This Agreement shall commence on the date of acceptance by the Service User (the “Effective Date”) and shall continue for an initial fixed term of twelve (12) months (the “Initial Term”).

2.2 Automatic Renewal. Upon expiry of the Initial Term, this Agreement shall automatically renew for successive twelve (12) month renewal terms unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

2.3 Survival. Termination or expiration shall not affect provisions which by their nature are intended to survive, including intellectual property, confidentiality, non-disparagement, limitation of liability, indemnities, dispute resolution, and payment clawback rights.

3. COMMERCIAL TERMS

3.1 Silver Membership Access Fee The Service User shall pay an annual Silver Membership Access Fee, which is strictly non-refundable. The Membership Fee grants the Service User access to the Scalon.ai Silver Membership, including proprietary tools, systems, training, operational support, technology access, and Service User enablement services described in Clause 1.4. The Membership Fee is not an investment, franchise fee, business opportunity purchase, or payment made in consideration for recruitment-based compensation. The Membership Fee is payable solely in exchange for access to services and infrastructure and is not dependent on the Service User earning any commissions or income.

3.2 Qualified Sales. Commissions shall be earned solely on sales that are successfully tracked by the Company, fully collected, not refunded, not reversed, not disputed, and otherwise compliant with this Agreement (“Qualified Sales”).

3.2A Primary Income Source – End-Customer Sales The Parties expressly acknowledge and agree that the primary and intended method by which an Service User may earn commissions under this Agreement is through the direct referral and sale of the Company’s products and services to bona fide end-user customers. No Service User is required to recruit other Service Users in order to earn commissions, and recruitment is neither necessary nor promoted as a primary means of earning income under this Agreement.

3.3 Direct End-User Sales Commission The Service User shall earn a six point five percent (6,5%) commission on gross cash collected by the Company from Qualified Sales made directly to end-user customers who are not Service Users, and who are referred by the Service User through Company-approved marketing channels. The Service User may earn a limited override commission equal to seventeen and one-half percent (17,5%) of commissions earned by directly referred Service Users, provided that:

such override commissions are incidental to the Service User’s direct end-user sales commissions;
override commissions shall never exceed the Service User’s direct end-user sales commissions in any given calendar month; and
override commissions are paid solely as consideration for mentoring, training support, and quality assurance provided to such Service Users. Under no circumstances shall recruitment-based commissions constitute the primary source of compensation for the Service User.