Affiliate & Referral Program Agreement

Zipchat AI Affiliate & Referral Program Agreement

Last Updated: June 16, 2026

1. Agreement to Terms

This Affiliate & Referral Program Agreement (this "Agreement") is a legally binding contract between Zipchat Inc. ("Zipchat," "we," "us," or "our") and the individual or entity that applies to or participates in the Zipchat Partner Program ("Partner," "you," or "your"). It governs your participation in Zipchat's affiliate, referral, and partner programs (collectively, the "Program").

The Program covers all partner types, including affiliates who promote Zipchat through links and media, referral partners who introduce prospective customers, agencies, and any other partner who earns or may earn compensation for directing customers to Zipchat. Unless a clause states otherwise, every provision of this Agreement applies to all Partner types.

By submitting a Program application, clicking "I Accept," "Submit," or any similar control, accessing the partner dashboard, or accepting any payment under the Program, you represent and warrant that:

You are at least 18 years of age and have the legal capacity to enter into binding contracts;
If you accept on behalf of an organization, you have the authority to bind that organization, and "you" refers to both you and that organization;
You have read, understood, and agree to be bound by this Agreement;
This electronic agreement has the same legal force and effect as a handwritten signature, and clicking the acceptance control constitutes your valid and binding signature.

If you do not agree to this Agreement, you may not participate in the Program.

2. Definitions

"Affiliate Link" means a unique tracking link, code, or identifier issued by Zipchat or its tracking platform that attributes a referral to you.

"Commission" means any fee, bounty, revenue share, or other compensation that Zipchat may, in its sole discretion, make payable to you under the Program for a Qualified Referral, as further described in Section 5.

"Commission Schedule" means the rates, tiers, structures, qualifying actions, attribution windows, payout thresholds, payout methods, and payout timing that Zipchat publishes in the partner dashboard or otherwise communicates to you, as Zipchat may modify at any time under Section 6.

"Partner Program Policies" means the rules, guidelines, brand standards, and operational procedures that Zipchat makes available in the partner dashboard, the Program terms page, or by written notice, as updated from time to time, all of which are incorporated into this Agreement by reference.

"Qualified Referral" means a prospective customer that you introduce to Zipchat through your Affiliate Link or an approved referral method, that Zipchat accepts in its sole discretion, that is not excluded under Section 4, and that completes the qualifying action defined in the then-current Commission Schedule.

"Referred Customer" means a Qualified Referral that becomes a paying customer of Zipchat.

"Services" means Zipchat's conversational AI commerce platform and all related products, software, applications, and services.

3. Enrollment and Eligibility

3.1 Application. You must submit a complete and accurate Program application and provide any tax, identity, and payment documentation Zipchat requests. Zipchat may accept or reject any application for any reason or no reason, in its sole and exclusive discretion.

3.2 Acceptance. Your participation begins only when Zipchat accepts your application. Zipchat may communicate acceptance through the partner dashboard or by written notice. Acceptance does not create any obligation for Zipchat to generate referrals, traffic, or Commission for you.

3.3 Accurate Information. You must keep your account, contact, tax, and payment information accurate and current at all times. Zipchat is not responsible for any Commission delay, withholding, or loss caused by incomplete, inaccurate, or outdated information, and may withhold or void Commission until valid information is provided.

3.4 One Account. Unless Zipchat agrees otherwise in writing, you may hold only one Program account. Zipchat may merge, suspend, or terminate duplicate or related accounts in its sole discretion.

4. Referral Attribution and Exclusions

4.1 Attribution. Zipchat attributes referrals using its own tracking systems and records. Zipchat's records are the sole and final authority on whether a referral occurred, whether it is a Qualified Referral, and to whom it is attributed. Cookie windows, attribution periods, and qualifying actions are defined in the Commission Schedule and may change under Section 6.

4.2 Excluded Referrals. No Commission is due, and a referral does not qualify, where the prospective customer:

is or was an existing customer, trial user, or account holder of Zipchat, or had previously contacted Zipchat or been introduced to Zipchat by any source before your referral;
was already in Zipchat's sales pipeline or had otherwise expressed interest in the Services through any channel;
is you, your affiliate, your subsidiary, an entity under common control, or an account you create or control;
results from prohibited conduct under Section 7; or
Zipchat determines, in its sole discretion, was not genuinely generated by your permitted promotional activity.

4.3 Duplicate Claims. Where more than one Partner claims the same referral, Zipchat decides attribution in its sole discretion, and its decision is final.

4.4 No Guarantee. Zipchat does not guarantee that any referral will be accepted, that any Referred Customer will be retained, or that any Commission will become payable.

5. Commission

5.1 Discretionary Commission. Subject to this Agreement, Zipchat may pay Commission for Qualified Referrals at the rates and on the terms set out in the then-current Commission Schedule. Commission is payable only for net-new customers: customers who create a new Zipchat account as a result of your referral and who were not existing, former, trial, or prospective customers of Zipchat, and who had not previously contacted, used, signed up for, or been introduced to Zipchat through any source, before your referral. No Commission is payable on your own accounts or on any customer already working with or previously working with Zipchat. All Commission is calculated from net revenue actually received and retained by Zipchat, excluding taxes, refunds, chargebacks, credits, discounts, fraud losses, and amounts Zipchat does not collect.

5.2 Commission Schedule Controls. The Commission Schedule, including rates, tiers, qualifying actions, attribution windows, payout thresholds, payout methods, and payout timing, is set by Zipchat and is not a fixed or guaranteed term of this Agreement. Any rate, tier, or structure communicated to you, including any rate described as "lifetime," "recurring," "unlimited," or similar, is provided solely under the then-current Commission Schedule and remains subject to change, reduction, suspension, or discontinuation under Section 6, both prospectively and retroactively, with respect to future and previously Referred Customers.

5.3 Conditions to Payment. Commission is payable only if, at the time of payment: (a) your account is active and in good standing; (b) you have satisfied the activity requirements in Section 8; (c) you have provided all required tax and payment documentation; (d) the underlying revenue has been received and retained by Zipchat and the applicable refund, chargeback, and clawback periods have passed; and (e) you are not in breach of this Agreement. Zipchat may withhold, offset, reverse, or recover Commission tied to revenue that is later refunded, charged back, or uncollected.

5.4 Payout Threshold. Commission becomes payable only once your accrued balance reaches the minimum payout threshold shown in your account. Balances below the threshold roll forward until the threshold is met. If your accrued balance does not reach the payout threshold within twelve (12) months of the date the balance first began to accrue, Zipchat may, in its sole discretion, void and remove that balance, and you waive any claim to it.

5.5 Unclaimed and Dormant Commission. Any Commission that remains unclaimed, unpaid for reasons within your control, or undelivered because of missing, invalid, or outdated payment or tax information, or that is otherwise not collected by you, for more than twelve (12) months is forfeited. Forfeited Commission is permanently lost, is treated as expired, and Zipchat has no obligation to pay it.

5.6 Disputes. You must submit any dispute regarding a Commission calculation or payment in writing within thirty (30) days of the relevant statement or payment date. Disputes not raised within this period are waived and barred. Zipchat's determination of any Commission dispute is final.

5.7 Taxes. Commission is exclusive of all taxes. You are solely responsible for reporting and paying all taxes on any Commission you receive. Zipchat may withhold taxes where required by law and may require valid tax documentation before any payment. All amounts payable to you are subject to offset against any amount you owe Zipchat.

5.8 Expenses. Zipchat is not responsible for any of your expenses unless approved in advance in writing.

6. Changes to the Program and Commission

6.1 Right to Change. Zipchat may modify, reduce, restructure, suspend, or discontinue the Program, any Commission Schedule, any rate, any tier, any payout threshold, or any other Program term at any time, for any reason, in its sole and exclusive discretion, with or without cause.

6.2 Prospective and Retroactive Effect. Changes under Section 6.1 may apply both to referrals and Referred Customers arising after the change and, where Zipchat determines it appropriate, to Commission associated with customers referred before the change. Without limiting the foregoing, Zipchat may reduce or end an existing rate, including a rate previously described as lifetime, recurring, or unlimited, and may apply the new rate to Commission that would otherwise have continued on previously Referred Customers.

6.3 Grounds. Zipchat may exercise its rights under this Section for any reason, including where it determines that the profitability, margin, unit economics, or strategic value of the Program or of any Partner relationship is not satisfactory, or where market conditions, pricing, product strategy, or business priorities change. Zipchat is not required to demonstrate or justify the existence of any such ground.

6.4 Notice and Continued Participation. Zipchat may communicate changes through the partner dashboard, the Program terms page, or written notice. Changes are effective when posted or on any later date Zipchat specifies. Your continued participation after a change takes effect constitutes acceptance of the change. If you do not accept a change, your sole remedy is to stop participating and, if you choose, to terminate under Section 11.

6.5 No Vested Right. You acknowledge that you have no vested, accrued, or guaranteed right to any particular rate, tier, structure, or continued Commission, and that Commission expectations do not constitute a property right or a fixed contractual entitlement.

7. Promotion Standards and Prohibited Conduct

7.1 Permitted Promotion. You may promote the Services only through lawful methods and only using Affiliate Links, codes, and materials that Zipchat provides or approves. You must follow the Partner Program Policies and all applicable advertising, marketing, privacy, anti-spam, and disclosure laws, including clear disclosure of your affiliate or referral relationship where required.

7.2 Brand Representation. You must represent Zipchat and its brand accurately, professionally, and favorably at all times. You may not make any false, misleading, disparaging, exaggerated, or unauthorized statement about Zipchat, the Services, pricing, features, or results, and you may not make any representation, warranty, or guarantee on Zipchat's behalf.

7.3 No Branded Keyword Bidding. You may not bid on, purchase, or use Zipchat's brand name, trademarks, product names, or any confusingly similar or misspelled variation as keywords, ad text, display URLs, or domains in Google Ads, Bing Ads, any other search or social advertising platform, or any paid placement. You may not direct-link to Zipchat from paid search, register domains containing Zipchat marks, or otherwise divert or intercept Zipchat's branded traffic.

7.4 Prohibited Conduct. You may not, and may not permit any third party to:

generate referrals, clicks, or sign-ups through fraud, bots, incentivized traffic, cookie stuffing, forced clicks, self-referral, or any artificial or deceptive method;
spam, send unsolicited communications, or violate any anti-spam law;
use, register, or display Zipchat's name, trademarks, or logos except as expressly authorized, or in any manner that suggests partnership, endorsement, or authority beyond the Program;
modify Zipchat materials, misstate pricing, or offer unauthorized discounts, rebates, or coupons;
represent yourself as Zipchat, as an agent of Zipchat, or as able to bind Zipchat;
approach, solicit, or interfere with Zipchat's existing customers or active prospects; or
engage in any conduct that harms or could harm Zipchat's reputation, brand, customers, or business.

7.5 Consequences. Any violation of this Section is a material breach. Zipchat may withhold or void Commission, reverse referrals, downgrade, suspend, or terminate your participation, and pursue any other remedy, in its sole discretion.

8. Activity Requirements

8.1 First Referral. If you do not submit a Qualified Referral within thirty (30) days of acceptance into the Program, Zipchat may suspend or terminate your participation and remove you from the Program in its sole discretion.

8.2 Ongoing Activity. You are expected to refer customers consistently. Zipchat may downgrade your tier, reduce your Commission Schedule, suspend, or terminate your participation if you do not refer customers on a regular monthly basis, or if your referral activity, conversion quality, or production falls below the levels Zipchat expects, as determined by Zipchat in its sole discretion.

8.3 Annual Minimum. You must submit at least one new Qualified Referral that Zipchat accepts in each rolling twelve (12) month period. If you do not, Zipchat may terminate your participation, remove you from the Program, downgrade your tier, and reduce or discontinue Commission, including Commission associated with customers you referred before the period of inactivity.

8.4 Effect on Prior Referrals. Any downgrade, reduction, suspension, or termination under this Section may, in Zipchat's sole discretion, apply to your entire account and to Commission associated with all of your prior Referred Customers, not only to future referrals. Reinstatement, if any, is at Zipchat's sole discretion and does not restore forfeited Commission.

9. Suspension, Banning, and Account Control

9.1 Discretionary Suspension and Termination. Zipchat may suspend, restrict, downgrade, ban, or terminate your participation, your account, or your Affiliate Links at any time, for any reason or no reason, with or without cause, and with or without notice, in its sole and exclusive discretion.

9.2 Effect. On suspension, banning, or termination, your right to promote the Services and to earn further Commission ends immediately. Zipchat may withhold, void, or forfeit unpaid Commission where it determines, in its sole discretion, that you engaged in prohibited conduct, breached this Agreement, or otherwise acted in a manner that harms Zipchat.

9.3 No Liability. Zipchat is not liable to you for any loss, expense, or expectation arising from suspension, banning, downgrade, removal, or termination, or from any change to or discontinuation of the Program.

10. Intellectual Property and License

10.1 Zipchat IP. Zipchat and its licensors own all right, title, and interest in the Services, the Zipchat marks, and all Program materials. You acquire no ownership rights.

10.2 Limited License. Zipchat grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Zipchat-approved Affiliate Links and marketing materials solely to promote the Services under this Agreement and the Partner Program Policies. This license ends automatically on suspension, expiration, or termination, and may be revoked at any time.

10.3 No Trademark Rights. Except as expressly permitted, you may not use Zipchat's name, trademarks, or logos. Zipchat may require you to modify or remove any use of its marks or any promotional material at any time.

10.4 Feedback. Any feedback, ideas, or suggestions you provide become Zipchat's property, and you assign all rights in them to Zipchat, royalty free and irrevocably.

11. Term and Termination

11.1 Term. This Agreement begins when Zipchat accepts your application and continues until terminated under this Section.

11.2 Termination by You. You may terminate your participation at any time by written notice to Zipchat or through the partner dashboard.

11.3 Termination by Zipchat. Zipchat may terminate this Agreement and your participation at any time under Section 9.1.

11.4 Effect of Termination. On termination: (a) all licenses end immediately and you must stop all promotion and use of Zipchat materials and marks; (b) you have no right to any further Commission; (c) Zipchat may, in its sole discretion, withhold, void, or forfeit any accrued but unpaid Commission, including where Section 5.4, 5.5, 7, 8, or 9 applies; and (d) Sections that by their nature should survive will survive, including Sections 2, 4, 5, 6, 7, 9, 10, 11.4, 12, 13, 14, 15, and 16.

12. Confidentiality

You may receive non-public information about Zipchat, including pricing, strategy, customer data, and Program terms ("Confidential Information"). You must keep Confidential Information confidential, use it only to perform under this Agreement, and not disclose it without Zipchat's prior written consent. This obligation survives termination. Information that is or becomes public through no fault of yours, that you already lawfully held, or that you are legally compelled to disclose (with prompt notice to Zipchat where permitted) is excluded.

13. Relationship of the Parties

You are an independent contractor. This Agreement does not create any partnership, joint venture, employment, franchise, or agency relationship. You have no authority to bind Zipchat, incur obligations on its behalf, make representations for it, or enter into contracts with customers. Zipchat contracts directly with each customer and is solely responsible for fulfillment, invoicing, and collection. The Program is non-exclusive, and Zipchat may market the Services through any channel and engage any number of other partners.

14. Disclaimers and Limitation of Liability

14.1 Disclaimer. THE PROGRAM AND ALL MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ZIPCHAT DOES NOT WARRANT THAT THE PROGRAM, TRACKING, OR ANY COMMISSION OPPORTUNITY WILL BE UNINTERRUPTED, ERROR FREE, OR PROFITABLE.

14.2 Limitation. TO THE FULLEST EXTENT PERMITTED BY LAW, ZIPCHAT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PROGRAM OR THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSION ACTUALLY PAID TO YOU BY ZIPCHAT IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 Exclusion. TO THE FULLEST EXTENT PERMITTED BY LAW, ZIPCHAT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST COMMISSION, LOST OPPORTUNITY, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Indemnification

You agree to defend, indemnify, and hold harmless Zipchat, its affiliates, and their respective officers, directors, employees, and agents from and against any claim, damage, loss, liability, cost, and expense (including reasonable attorneys' fees) arising out of or related to: (a) your participation in the Program; (b) your promotional methods, content, websites, or communications; (c) your breach of this Agreement, the Partner Program Policies, or any applicable law; (d) your violation of any third-party right, including intellectual property, privacy, or publicity rights; or (e) your fraud, negligence, or willful misconduct.

16. General Provisions

16.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Dispute Resolution and Arbitration. The parties will first attempt to resolve any dispute informally by written notice and good-faith negotiation for thirty (30) days. If unresolved, any dispute will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, conducted in English and held remotely or in Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or equitable relief in court to protect intellectual property, trademarks, or confidential information without first arbitrating.

16.3 Class Action Waiver. YOU AND ZIPCHAT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

16.4 Amendment. Zipchat may amend this Agreement at any time by posting the revised Agreement or by notice through the partner dashboard, the Program terms page, or email. Changes are effective when posted or on any later date Zipchat specifies. Your continued participation after the effective date constitutes acceptance. If you do not agree, you must stop participating.

16.5 Assignment. You may not assign or transfer this Agreement without Zipchat's prior written consent, and any attempted assignment is void. Zipchat may assign this Agreement freely, including to an affiliate or successor.

16.6 Offset. Zipchat may offset any amount you owe it against any Commission or other amount payable to you.

16.7 Waiver and Severability. No failure to enforce any right is a waiver. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to be enforceable, or severed, and the remaining provisions remain in full force and effect.

16.8 No Third-Party Beneficiaries. This Agreement benefits only you and Zipchat, except that Zipchat's affiliates and personnel are intended beneficiaries of the disclaimer, limitation of liability, and indemnification provisions.

16.9 Notices. Notices to you will be sent to the email or account on file. Notices to Zipchat must be sent to the address below. You are responsible for keeping your contact information current.

16.10 Entire Agreement. This Agreement, together with the Commission Schedule and the Partner Program Policies, is the entire agreement between you and Zipchat regarding the Program and supersedes all prior agreements and understandings, whether written or oral. In the event of a conflict, this Agreement controls over the Partner Program Policies unless Zipchat states otherwise.

16.11 Interpretation. Headings are for convenience only. "Include" and "including" are not limiting. This Agreement will not be construed against the drafter.

17. Contact

Zipchat Inc.
407 E Ayre St #1207
Wilmington, Delaware DE 19804
United States

Partner Program inquiries: partners@zipchat.ai
Legal inquiries: legal@zipchat.ai

BY PARTICIPATING IN THE PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.

Last Updated: June 16, 2026