Partner program terms

Effective date: The date you submit your application and accept these terms.

This agreement is between Zernio ("we," "us," "the Company") and you, the approved partner ("you," "Partner"). By applying to the Zernio Partner Program ("Program") and accepting these terms, you agree to the following.

1. Definitions

Referral: a potential customer you introduce to Zernio through your unique partner link.

Qualified Referral: a Referral that meets all of the following criteria:

• A first-time Zernio customer who has not previously held an account in our system.
• Becomes a paying customer by connecting 3 or more accounts, as the first 2 are free.
• Full, valid payment is received by the Company.
• Remains an active, paying customer for at least 30 days after their initial payment.

The Company decides whether a Referral qualifies.

2. Eligibility and approval

The Program is application-based. We review each application individually and reserve the right to approve or decline at our discretion. We may also end a partnership if these terms are not being followed.

3. Partner responsibilities

As a partner, you agree to:

• Represent Zernio's products and capabilities accurately
• Share your partner link only through authorized methods and channels
• Comply with all applicable advertising, marketing and data protection laws in your jurisdiction
• Follow the brand guidelines we provide upon approval

4. Program guidelines

To keep the Program fair for everyone, the following activities are not permitted:

• Bidding on Zernio brand terms in paid search, or running paid advertising that competes directly with Zernio's own campaigns
• Listing Zernio on coupon, deal or discount aggregator sites without prior approval
• Using automated, incentivized or artificially inflated traffic methods (including bots, cookie stuffing or misleading redirects)
• Referring accounts that you own, operate or control
• Operating sub-affiliate arrangements or reselling access to the Program
• Representing yourself as an employee, agent or official representative of Zernio
• Misrepresenting Zernio's product capabilities or pricing to drive signups

Violations may result in removal from the Program and forfeiture of unpaid commissions.

5. Revenue share

Commission

Partners earn a 20% revenue share on the qualifying connected-account fees paid by each Qualified Referral, for up to 12 months from the date of their first payment or until the customer cancels, whichever comes first.

What the calculation includes

Commission is calculated on Zernio's own connected-account revenue: the connected-accounts line of the referral's invoice, and nothing else. The following are excluded:

• Every other meter on the invoice: messages, managed ads, phone numbers, SMS, calls and 10DLC registration
• Taxes, discounts and promotional credits
• X API pass-through costs (billed at exact platform rates with no Zernio margin)
• WhatsApp pass-through charges

6. Payment terms

• Platform: Payouts are processed through Dub Partners and paid out via Stripe.
• Schedule: Commissions accrue monthly and are issued at the end of each calendar month.
• Holding period: The first month's commission for each new Qualified Referral is held for 30 days after month-end, which gives time to verify eligibility and confirm no refund or cancellation occurred.
• Minimum payout: $10. Balances below this threshold carry forward to the following month.
• Delivery: Payments are sent within 30 days following month-end.

7. Refunds and adjustments

If a Qualified Referral cancels, receives a refund, initiates a chargeback, or is found to have been obtained through methods that do not comply with these terms, the associated commissions may be adjusted or withheld. We will notify you if this happens.

8. Taxes

Partners are responsible for all applicable taxes on earnings received through the Program.

9. Intellectual property

Any trademarks, logos, screenshots or promotional materials we provide remain the property of Zernio. You may use them to promote the Program in accordance with our brand guidelines, but no ownership rights are transferred. If we update or retire specific materials, we will ask you to update accordingly.

10. Term and termination

This agreement remains in effect from the date of your acceptance until either party ends it.

• You may leave the Program at any time.
• We may end the partnership at any time, with or without cause, by providing notice. In cases of serious or repeated violations of these terms, we may terminate immediately.

Upon termination, any earned and verified commissions are still paid out according to the normal schedule. Commissions that have not yet cleared the 30-day holding period are reviewed and paid if eligible.

11. Changes to the Program

We may update these terms, adjust commission rates or modify Program mechanics over time. When we do:

• We provide at least 15 days' notice by email before changes take effect
• Continued participation after the notice period constitutes acceptance of the updated terms

12. Disputes

If you believe a commission was calculated incorrectly, tell us in writing within 30 days of the relevant payment and we will work with you to resolve it.

13. General provisions

• Governing law: This agreement is governed by the laws of Spain.
• Independent relationship: Partners are independent and are not employees, agents or contractors of Zernio. Nothing in this agreement creates an employment or agency relationship.
• Non-exclusivity: This agreement is non-exclusive. Both parties are free to enter into similar arrangements with others.
• Entire agreement: This document represents the complete agreement between both parties regarding the Program and supersedes any prior discussions or understandings.
• Severability: If any provision is found to be unenforceable, the remaining provisions continue in full effect.

14. Contact

For questions about the Program, write to affiliates@zernio.com.

By submitting your application to the Zernio Partner Program and accepting these terms, you confirm that you have read, understood and agree to this agreement.