Orakul Partners

Version 1.1 · effective from 29.10.2026

ORAKUL REFERRAL PROGRAM PUBLIC OFFER

Version: 1.1
Effective date: October 29, 2026
Currency: USD

This Referral Program Public Offer (“Offer”) sets out the terms and conditions under which a person or entity may participate in the Orakul referral program by referring potential customers to Orakul through a referral link, promo code, approved marketing materials, direct introduction, or other approved referral method.

This Offer is addressed to individual entrepreneurs, legal entities, and other business participants wishing to refer potential customers to Orakul.

By registering in the Orakul partner portal, accepting this Offer electronically, using a referral link or promo code, submitting a referred lead, receiving or requesting referral remuneration, or otherwise participating in the Referral Program, the participant accepts this Offer in full and enters into a binding agreement with the Service Provider.

This Offer does not create a reseller, distributor, agency, employment, franchise, joint venture, partnership, or representative relationship. The Referral Partner acts independently and only refers potential customers to Orakul.

1. Service Provider

The service provider, product owner and operator of the Referral Program is:

Maksim Safianov, Individual Entrepreneur (P/E), registered in Georgia
Taxpayer / Registration No.: 304589032
Legal address: 19/3 Rustavi Highway, Tbilisi, Georgia
E-mail for notices: max@orakul.digital

Bank details

Bank: JSC TBC Bank, Tbilisi, Georgia
SWIFT/BIC: TBCBGE22
IBAN: GE51TB7247645064400002
Beneficiary name: MAKSIM SAFIANOV
Intermediary bank for USD/EUR: Citibank N.A., New York, USA
Intermediary bank SWIFT: CITIUS33

Hereinafter referred to as the “Service Provider”, “Orakul”, “we”, “us”, or “our”.

2. Legal Documents

The Referral Partner acknowledges and agrees that the use of Orakul products, services, software, website, platform, and related materials may be subject to the following legal documents, as amended from time to time:

  • End User License Agreement (EULA): https://orakul.digital/legal/eula/
  • Privacy Policy: https://orakul.digital/privacy/
  • Data Processing Agreement (DPA): https://orakul.digital/legal/dpa/
  • Standard Contractual Clauses (SCC): https://orakul.digital/legal/scc/

The Referral Partner shall not make any representations, warranties, promises, commitments, or legal statements regarding Orakul, its products, services, software, data processing practices, security measures, licensing terms, pricing, discounts, refunds, or contractual obligations other than those expressly stated in the above legal documents or otherwise approved in writing by the Service Provider.

For the avoidance of doubt, the Referral Partner is not authorized to amend, waive, replace, supplement, interpret, or conclude any of the above documents on behalf of the Service Provider.

3. Definitions

For the purposes of this Offer:

“Agreement” means the legally binding agreement between the Service Provider and the Referral Partner formed by acceptance of this Offer.

“Referral Partner” means an individual entrepreneur, legal entity, or other business participant who accepts this Offer and participates in the Referral Program.

“Referral Program” means the Orakul program under which Referral Partners may receive remuneration for referring eligible customers to Orakul.

“Referred Customer” means a customer introduced to Orakul by the Referral Partner through an approved referral method and accepted by the Service Provider as eligible under this Offer.

“Qualified Referral” means a Referred Customer who meets all eligibility criteria under this Offer and whose payment to Orakul gives rise to referral remuneration.

“Referral Link” means a unique tracking link assigned to the Referral Partner.

“Promo Code” means a unique promotional code assigned to the Referral Partner.

“Referral Remuneration” means the commission, fee, reward, or other remuneration payable to the Referral Partner under this Offer.

“Net Revenue” means amounts actually received by the Service Provider from a Qualified Referral, excluding VAT, sales tax, withholding tax, refunds, chargebacks, payment processing fees, bank fees, discounts, credits, bonuses, penalties, and any other third-party costs or deductions, unless otherwise stated in writing by the Service Provider.

“Orakul Products” means Orakul software, SaaS products, digital services, subscriptions, licenses, updates, support services, and related materials made available by the Service Provider.

4. Subject Matter of the Offer

Under this Offer, the Referral Partner may refer potential customers to Orakul.

In return, subject to the terms of this Offer, the Referral Partner may receive Referral Remuneration for Qualified Referrals.

The Referral Partner does not purchase, resell, distribute, sublicense, lease, transfer, or otherwise commercially exploit Orakul Products.

The Referral Partner receives no rights to Orakul Products, software, source code, object code, documentation, trademarks, domain names, databases, customer accounts, or intellectual property, except for the limited right to promote Orakul strictly in accordance with this Offer.

5. Nature of the Referral Relationship

The Referral Partner is an independent contractor and not an agent, commercial representative, employee, reseller, distributor, franchisee, partner, broker, or legal representative of the Service Provider.

The Referral Partner has no authority to:

  • conclude contracts on behalf of the Service Provider;
  • accept payments on behalf of the Service Provider;
  • issue invoices on behalf of the Service Provider;
  • grant licenses or sublicenses to Orakul Products;
  • modify Orakul’s terms, policies, prices, or legal documents;
  • make warranties or guarantees regarding Orakul Products;
  • provide binding technical, legal, financial, or commercial commitments;
  • represent that the Referral Partner is part of Orakul or legally authorized to act for Orakul.

All contracts with customers are concluded directly between the Service Provider and the relevant customer, unless otherwise agreed in writing by the Service Provider.

6. Eligibility and Registration

To participate in the Referral Program, the Referral Partner shall:

  • register in the partner portal (registration requires only a name, e-mail and acceptance of this Offer);
  • accept this Offer electronically in the partner portal (click-wrap acceptance; the date, time (UTC), IP address and version of the accepted Offer are recorded);
  • before requesting any Referral Remuneration, complete the payout profile in the partner portal: legal or full name of the beneficiary, country, tax identification number and tax status, legal or residential address, and payment details (bank account with IBAN and SWIFT/BIC, or PayPal account);
  • confirm legal capacity to enter into this Agreement;
  • comply with applicable laws and this Offer.

No Referral Remuneration is paid while the payout profile is incomplete; accrued amounts are retained until the profile is completed. Changes to payment details take effect only after confirmation by e-mail, and payouts are suspended for seventy-two (72) hours after such a change to prevent fraud.

The Service Provider may approve, reject, suspend, or terminate participation in the Referral Program at its sole discretion, including where the Referral Partner provides incomplete, inaccurate, misleading, or unlawful information.

The Referral Partner is responsible for keeping all account, payment, and tax information up to date.

7. Referral Methods

The Referral Partner may refer potential customers by using methods approved by the Service Provider, including:

  • Referral Link;
  • Promo Code;
  • direct introduction by email or other written communication;
  • approved campaigns;
  • approved content, publications, or advertising materials;
  • other methods confirmed by the Service Provider in writing.

The Service Provider may provide the Referral Partner with unique tracking instruments, marketing materials, instructions, and brand usage guidelines.

Referral Links. The Referral Partner may create several named Referral Links for different campaigns in the partner portal. A click on a Referral Link sets a first-party cookie on the orakul.digital domain for the attribution window stated in Section 9; each new click on a link of any referral partner replaces the previous one (last click).

Promo Codes. A Promo Code gives the Referred Customer a discount of 5% off the list price. Promo Codes are personal, may have a usage limit and an expiry date set in the partner portal, and cannot be combined with other discounts or codes.

Attribution priority. If several grounds for attribution exist, the following order applies: (1) a deal registered and approved in the partner portal by a partner of the Service Provider; (2) a Promo Code applied at purchase; (3) the last click on a Referral Link within the attribution window; (4) otherwise, no attribution.

The Service Provider is not responsible for failure to attribute a referral where:

  • the Referral Link or Promo Code was not used correctly;
  • cookies, tracking technologies, or browser settings prevented tracking;
  • the Referred Customer used another channel, partner, code, campaign, or account;
  • the Referral Partner failed to follow attribution instructions;
  • the Referred Customer was already known to Orakul;
  • the referral was not approved or verified by the Service Provider.

8. Qualified Referrals

A Referred Customer will be considered a Qualified Referral only if all of the following conditions are met:

  • the customer was referred by the Referral Partner through an approved referral method;
  • the customer was not previously known to, registered with, or in active communication with the Service Provider, unless otherwise approved in writing;
  • the customer entered into a paid contract, subscription, license, or other paid arrangement directly with the Service Provider;
  • the Service Provider actually received payment from the customer;
  • the payment was not refunded, reversed, charged back, cancelled, disputed, or declared fraudulent;
  • the Referral Partner complied with this Offer;
  • the referral was approved by the Service Provider.

The Service Provider has the right to determine whether a referral is a Qualified Referral.

The Service Provider may reject or disqualify referrals that are fraudulent, self-referrals, duplicate referrals, spam-based, misleading, unlawful, abusive, or inconsistent with this Offer.

9. Referral Remuneration

The Referral Partner may receive Referral Remuneration for Qualified Referrals in the amount, percentage, period, and manner specified by the Service Provider in the partner portal, individual written terms, email confirmation, or other written communication.

Unless otherwise agreed in writing, Referral Remuneration is calculated based on Net Revenue actually received by the Service Provider from the relevant Qualified Referral.

The default remuneration terms are as follows, unless different terms are confirmed by the Service Provider in writing:

  • Commission rate: 10% of the amount actually paid by the Qualified Referral for an Orakul licence (after any Promo Code discount);
  • Commission period: one-time, on the first paid licence purchase of the Qualified Referral; pilots, renewals of updates and support, LLM tokens and hosting are not commissionable;
  • Hold period: 14 days from the date the payment is received from the Qualified Referral and until the software is installed by the customer;
  • Payment threshold: USD 100; smaller amounts are carried over to the next period;
  • Payment frequency: monthly;
  • Attribution window: 90 days from the last valid referral interaction.

If the parties agree individual commercial terms, such terms prevail over the default terms above.

The Service Provider may withhold, adjust, offset, or cancel Referral Remuneration in case of:

  • refunds;
  • chargebacks;
  • payment disputes;
  • fraud;
  • duplicate attribution;
  • breach of this Offer;
  • unlawful marketing;
  • incorrect payment details;
  • sanctions or compliance restrictions;
  • tax or legal withholding obligations;
  • termination for cause.

10. Payment Procedure

Referral Remuneration shall be paid to the payment details saved in the Referral Partner's payout profile, subject to verification and compliance checks.

Payouts are prepared once a month for all amounts that have passed the hold period. For each payout the partner portal generates a self-billing report for the period, which the Referral Partner signs electronically through PandaDoc; the signed report serves as the invoice and the basis for payment. Each payout is reviewed and approved manually by the Service Provider before it is executed.

Payments are made in USD by SWIFT bank transfer or PayPal. The Service Provider bears the bank charges for SWIFT transfers (charge code OUR) and PayPal fees, so that the Referral Partner receives the full amount payable. Deductions by correspondent banks, if any, are compensated by the Service Provider upon the Referral Partner's request with a bank statement, up to USD 25 per transfer. Currency conversion on the Referral Partner's side is borne by the Referral Partner.

The Service Provider is not responsible for payment delays caused by banks, payment providers, compliance checks, incorrect payment details, tax issues, sanctions screening, or incomplete documentation.

If the Referral Partner fails to provide valid payment details or required documents within a reasonable time, the Service Provider may defer payment until such information is provided.

11. Taxes

The Referral Partner is solely responsible for:

  • determining tax status;
  • declaring income;
  • paying all applicable taxes, levies, contributions, and duties;
  • issuing valid invoices or tax documents where required;
  • complying with local tax, accounting, and reporting obligations.

The Service Provider may withhold taxes or other amounts if required by applicable law, bank rules, payment provider requirements, or government authority.

The Referral Partner shall indemnify the Service Provider against any claims, penalties, costs, or liabilities arising from the Referral Partner’s failure to comply with tax obligations.

12. Marketing Rules

The Referral Partner shall promote Orakul honestly, lawfully, and professionally.

The Referral Partner shall not:

  • use spam, unsolicited messages, illegal advertising, or misleading communications;
  • make false, exaggerated, or unapproved claims;
  • guarantee results, profits, performance, rankings, traffic, sales, legal compliance, or other outcomes;
  • imitate Orakul’s official website, accounts, branding, or communications;
  • register domains, social media accounts, ads, keywords, or trade names confusingly similar to Orakul;
  • bid on Orakul trademarks or brand terms in advertising without written approval;
  • use malware, cookie stuffing, hidden frames, forced clicks, fake leads, bots, or automated traffic;
  • misrepresent discounts, pricing, subscription terms, refund terms, license terms, or product capabilities;
  • target minors or vulnerable persons unlawfully;
  • violate advertising, consumer protection, anti-spam, data protection, intellectual property, sanctions, or unfair competition laws.

The Service Provider may require the Referral Partner to remove, modify, or stop any marketing activity at any time.

13. Use of Orakul Brand and Materials

Subject to this Offer, the Service Provider grants the Referral Partner a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free right to use approved Orakul trademarks, logos, descriptions, screenshots, links, and marketing materials solely for the purpose of referring potential customers to Orakul under this Offer.

The Referral Partner shall:

  • use only approved or accurate materials;
  • comply with brand guidelines and instructions;
  • not alter trademarks or logos without approval;
  • not register or claim ownership over Orakul marks or confusingly similar names;
  • not use Orakul materials in a manner damaging to Orakul’s reputation.

All goodwill arising from use of Orakul’s trademarks belongs exclusively to the Service Provider.

The Service Provider may revoke permission to use any brand materials at any time.

14. Intellectual Property

All rights, title, and interest in and to Orakul Products, software, source code, object code, algorithms, documentation, designs, databases, trademarks, trade names, domain names, know-how, content, business processes, and related intellectual property belong to the Service Provider or its licensors.

Nothing in this Offer transfers or assigns any intellectual property rights to the Referral Partner.

The Referral Partner shall not:

  • copy, modify, reverse engineer, decompile, disassemble, or attempt to derive source code from Orakul Products;
  • create derivative works based on Orakul Products;
  • sublicense, sell, rent, lease, distribute, or otherwise provide Orakul Products to third parties;
  • remove proprietary notices;
  • challenge or register Orakul intellectual property;
  • use Orakul intellectual property outside the scope of this Offer.

15. Customer Relationship

All Referred Customers are customers of the Service Provider, not of the Referral Partner.

The Service Provider has sole discretion to:

  • accept or reject any customer;
  • set pricing and payment terms;
  • negotiate individual commercial terms;
  • provide or refuse discounts;
  • approve or reject subscriptions, licenses, or accounts;
  • suspend or terminate customer access;
  • process refunds;
  • amend product features, pricing, legal documents, or business model.

The Referral Partner has no right to interfere with the Service Provider’s customer relationships.

16. Personal Data and Privacy

The Referral Partner shall comply with all applicable data protection and privacy laws when collecting, processing, storing, transferring, or disclosing personal data in connection with the Referral Program.

The Referral Partner shall only provide personal data of potential customers to the Service Provider where the Referral Partner has a valid legal basis, consent, authorization, or other lawful ground to do so.

The Referral Partner shall inform potential customers, where required, that their data may be shared with the Service Provider for referral, communication, sales, onboarding, and contractual purposes.

The Service Provider processes personal data in accordance with the Privacy Policy:

https://orakul.digital/privacy/

Where applicable, data processing may also be governed by the DPA and SCC:

  • https://orakul.digital/legal/dpa/
  • https://orakul.digital/legal/scc/

The Referral Partner shall indemnify the Service Provider against claims, penalties, costs, or liabilities arising from unlawful collection, use, transfer, or disclosure of personal data by the Referral Partner.

17. Confidentiality

The Referral Partner may receive non-public information relating to Orakul, including commercial, technical, product, financial, customer, pricing, roadmap, security, business, or legal information.

The Referral Partner shall keep such information confidential and shall not disclose it to third parties without prior written consent of the Service Provider, except where disclosure is required by law.

The Referral Partner shall use confidential information only for participation in the Referral Program.

Confidentiality obligations survive termination of this Agreement.

18. Compliance

The Referral Partner shall comply with all applicable laws and regulations, including laws relating to:

  • advertising and marketing;
  • consumer protection;
  • electronic communications and anti-spam;
  • data protection and privacy;
  • intellectual property;
  • unfair competition;
  • anti-bribery and anti-corruption;
  • sanctions and export controls;
  • tax and accounting.

The Referral Partner represents that neither the Referral Partner nor its beneficial owners, directors, officers, or representatives are subject to applicable sanctions or restrictions that would prohibit participation in the Referral Program or receipt of payments.

The Service Provider may suspend or terminate the Referral Partner’s participation and withhold payments if required for legal, compliance, sanctions, banking, or reputational reasons.

19. Prohibited Conduct

The Referral Partner shall not:

  • engage in fraudulent, deceptive, abusive, illegal, or unethical conduct;
  • create fake accounts, fake leads, fake purchases, or self-referrals;
  • manipulate tracking, attribution, cookies, links, or promo codes;
  • publish Promo Codes on coupon, cashback, or promo-code aggregator websites;
  • use stolen payment methods or encourage chargebacks;
  • mislead customers regarding affiliation with Orakul;
  • impersonate Orakul or its employees;
  • make unauthorized public statements on behalf of Orakul;
  • interfere with Orakul systems, services, security, or customer relationships;
  • use Orakul’s name in connection with unlawful, offensive, defamatory, discriminatory, or harmful content;
  • violate this Offer or any applicable Orakul legal document.

20. No Warranties

The Referral Program is provided on an “as is” and “as available” basis.

The Service Provider does not warrant that:

  • the Referral Program will be uninterrupted or error-free;
  • tracking will always be accurate or complete;
  • any referral will become a paying customer;
  • the Referral Partner will earn any remuneration;
  • Orakul Products will meet any specific customer expectations;
  • the Referral Program will continue indefinitely.

To the maximum extent permitted by law, the Service Provider disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy.

21. Limitation of Liability

To the maximum extent permitted by applicable law, the Service Provider shall not be liable for any indirect, incidental, special, consequential, punitive, exemplary, or lost-profit damages, including loss of revenue, goodwill, business opportunity, data, reputation, or anticipated savings.

The total aggregate liability of the Service Provider arising out of or in connection with this Offer, the Agreement, or the Referral Program shall not exceed the unpaid Referral Remuneration validly accrued and payable to the Referral Partner for Qualified Referrals during the three (3) months preceding the event giving rise to liability.

Nothing in this Offer excludes liability where such exclusion is not permitted by applicable law.

22. Indemnification

The Referral Partner shall indemnify, defend, and hold harmless the Service Provider from and against any claims, damages, liabilities, penalties, fines, losses, costs, and expenses, including reasonable legal fees, arising out of or related to:

  • breach of this Offer;
  • unlawful marketing or advertising;
  • violation of data protection or privacy laws;
  • infringement of third-party rights;
  • tax non-compliance;
  • fraud, misrepresentation, or unauthorized commitments;
  • claims made by customers due to statements or actions of the Referral Partner;
  • violation of applicable laws.

23. Term and Termination

This Agreement becomes effective upon acceptance of this Offer by the Referral Partner and remains in force until terminated.

Either party may terminate this Agreement at any time by written notice.

The Service Provider may suspend or terminate the Referral Partner’s participation immediately without prior notice if:

  • the Referral Partner breaches this Offer;
  • the Referral Partner engages in fraud, spam, unlawful conduct, or misleading marketing;
  • continued participation may create legal, tax, banking, sanctions, compliance, or reputational risks;
  • the Referral Partner provides false or incomplete information;
  • the Referral Partner violates Orakul’s intellectual property or confidentiality rights.

Upon termination:

  • the Referral Partner shall stop using Referral Links, Promo Codes, Orakul trademarks, and marketing materials;
  • the Referral Partner shall stop representing any connection with Orakul;
  • accrued valid Referral Remuneration may be paid subject to this Offer;
  • no remuneration shall be payable for referrals generated after termination;
  • the Service Provider may cancel unpaid remuneration if termination is due to breach, fraud, unlawful conduct, or violation of this Offer.

Sections relating to taxes, intellectual property, confidentiality, personal data, limitation of liability, indemnification, governing law, dispute resolution, and other provisions intended to survive shall survive termination.

24. Changes to the Offer

The Service Provider may amend this Offer, the Referral Program, remuneration rates, payment rules, attribution rules, eligibility criteria, and related policies.

A new version of this Offer is published in the partner portal and on the Orakul website and notified by e-mail at least thirty (30) calendar days before it takes effect. Changes do not affect remuneration already accrued for Qualified Referrals paid before the effective date.

After the effective date, the Referral Partner must accept the new version in the partner portal to continue using it; until then, access to the partner portal is limited to the acceptance screen.

If the Referral Partner does not agree to the amended terms, the Referral Partner must stop participating in the Referral Program; accrued valid Referral Remuneration is paid in accordance with Section 23.

24A. Upgrade to Partner Level 1

The Referral Partner may apply in the partner portal for the status of Partner Level 1 under the Orakul Partner and Distribution Agreement. Upon approval and signature of that agreement, the Referral Partner's participation under this Offer ends and the relationship is governed by the Partner and Distribution Agreement; Referral Remuneration accrued before that date remains payable under this Offer.

25. Notices

Notices to the Service Provider shall be sent to:

E-mail: max@orakul.digital

Notices to the Referral Partner may be sent to the email address provided during registration or otherwise used in communications with the Service Provider.

Electronic notices are deemed received on the next business day after sending, unless the sender receives an automatic delivery failure notice.

26. Assignment

The Referral Partner may not assign, transfer, delegate, or sublicense any rights or obligations under this Agreement without prior written consent of the Service Provider.

The Service Provider may assign or transfer this Agreement, in whole or in part, to an affiliate, successor, purchaser, acquirer, or other third party in connection with a reorganization, sale of business, transfer of assets, or change of control.

27. Severability

If any provision of this Offer is found invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid, illegal, or unenforceable provision shall be replaced, to the extent possible, by a valid provision that most closely reflects the original commercial and legal intent.

28. Entire Agreement

This Offer, together with any individual written terms confirmed by the Service Provider and applicable Orakul legal documents, constitutes the entire agreement between the Service Provider and the Referral Partner regarding the Referral Program.

It supersedes all prior communications, proposals, understandings, or arrangements relating to the Referral Program.

29. Governing Law

This Offer and the Agreement shall be governed by and construed in accordance with the laws of Georgia, without regard to conflict of law rules.

The Referral Partner acknowledges that the Service Provider is registered in Georgia and operates the Referral Program from Georgia.

30. Dispute Resolution

The parties shall first attempt to resolve any dispute, controversy, or claim arising out of or in connection with this Offer, the Agreement, or the Referral Program through good-faith negotiations.

If the dispute is not resolved through negotiations within thirty (30) calendar days, the dispute shall be submitted to the competent courts of Georgia, unless the parties agree in writing to another dispute resolution mechanism.

The Service Provider may seek injunctive or equitable relief in any competent jurisdiction to protect its intellectual property, confidential information, reputation, systems, or legal rights.

31. Acceptance of the Offer

The Referral Partner accepts this Offer and enters into the Agreement by ticking the acceptance box and registering in the partner portal (or by clicking “Accept” on the acceptance screen of the partner portal). The Service Provider records the date and time (UTC), IP address, and version of the accepted Offer.

Using a Referral Link or Promo Code, submitting a referred lead, or requesting Referral Remuneration without such electronic acceptance does not create a right to Referral Remuneration.

By accepting this Offer, the Referral Partner confirms that:

  • it has read and understood this Offer;
  • it has legal capacity and authority to enter into this Agreement;
  • the information provided to the Service Provider is accurate and complete;
  • it will comply with this Offer and applicable laws;
  • it understands that it is not authorized to act on behalf of the Service Provider.

32. Contact

For questions regarding this Referral Program Public Offer, please contact:

Maksim Safianov, Individual Entrepreneur (P/E), registered in Georgia
Taxpayer / Registration No.: 304589032
Legal address: 19/3 Rustavi Highway, Tbilisi, Georgia
E-mail: max@orakul.digital

End of document