ZenGen Affiliate Agreement

This Affiliate Agreement (the “Agreement”) is a legally binding contract between you (“Affiliate,” “you,” or “your”) and ZenGen (“ZenGen,” “we,” “us,” or “our”) governing your participation in the ZenGen Affiliate Program (the “Program”). By submitting an application, checking the box indicating your acceptance, or participating in the Program in any way, you agree to be bound by this Agreement, our Terms of Service, and our Privacy Policy. If you do not agree, do not participate.

To participate, you must: (a) be at least 18 years of age; (b) provide true, accurate, current, and complete information in your application and keep it updated; (c) consent to our verification of your identity and information, including automated and manual review; and (d) comply with all applicable laws. We may require identity verification before or at any time during your participation. Participation is void where prohibited.

Acceptance into the Program is at ZenGen's sole and absolute discretion. We may approve or decline any application, with or without reason, and we are not obligated to disclose the basis for any decision. Submitting an application does not guarantee acceptance. We may require you to complete identity verification and to connect a valid Stripe account before you can earn or receive any payment.

Upon approval, we will issue you a unique referral code and/or link. A referral is attributed to you only when a new user applies your valid, active code at sign-up through the official ZenGen app, and the resulting account becomes a paying Premium subscriber. You may not refer yourself, members of your household, or accounts you control, and you may not create or facilitate fake, duplicate, or fraudulent accounts. Attribution and qualification are determined solely by ZenGen's records.

Subject to this Agreement, you may earn a commission equal to 10% of the recurring subscription fee actually paid by each qualifying member you refer. Commissions are subject to the following:

• • Qualification period. No commission is earned until a referred member has been a continuously paying Premium member for three (3) full consecutive months. Eligible commissions begin with that member's fourth (4th) paid month.
• • Duration. Eligible commissions continue for up to twelve (12) months per referred member, and stop immediately if the member cancels, lapses, refunds, or otherwise stops paying.
• • Cleared payments only. Commissions are earned only on subscription payments that have actually been received by ZenGen and have fully cleared (generally at least 30 days after the payment), net of any fees, taxes, and platform (e.g., Apple) commissions.
• • No commission on reversed transactions. You earn no commission on any payment that is refunded, charged back, revoked, disputed, fraudulent, or otherwise reversed. If a commission was already paid on a payment that is later reversed, we may deduct (claw back) that amount from your future payouts or require repayment.

Commission rates, qualification rules, and Program structure are subject to change at any time as described in Section 12.

ZenGen may withhold, delay, reduce, decline, or reverse any payment to any affiliate at any time, for any reason, where we have a good-faith belief of bad acting, fraud, abuse, or a violation of this Agreement or applicable law — and we are not required to provide evidence or a detailed explanation. This includes, without limitation, suspected self-referral, fake or incentivized sign-ups, manipulation, misrepresentation, or any conduct we reasonably believe is intended to game the Program. Our good-faith determination is final.

You must, at all times:

• • Disclose that it is an advertisement. You are solely responsible for clearly and conspicuously disclosing your material connection to ZenGen in every promotion (for example, “#ad,” “paid partnership,” or “I earn a commission”), in compliance with the FTC Endorsement Guides and all applicable laws.
• • Make no health or medical claims. You may not claim that ZenGen diagnoses, treats, cures, or prevents any disease or mental health condition, or that it is a substitute for professional care.
• • Make no false, misleading, exaggerated, or unsubstantiated claims, including about earnings.
• • Not send spam, and comply with the CAN-SPAM Act, TCPA, and all anti-spam and messaging laws.
• • Not incentivize, solicit, or manipulate App Store ratings or reviews.
• • Not bid on ZenGen trademarks in paid search, impersonate ZenGen, or imply you are ZenGen or speak on its behalf.
• • Not use bots, cookie stuffing, or any deceptive technical means to generate referrals.
• • Not promote ZenGen on sites or in content that is unlawful, hateful, sexually explicit, or otherwise objectionable.

Without limiting Section 8, you may not engage in fraud, self-dealing, fake or duplicate accounts, purchased or incentivized installs, or any scheme designed to obtain commissions you have not legitimately earned. Violation may result in immediate removal, forfeiture of all unpaid commissions, clawback of paid commissions, and other remedies.

Either party may terminate participation at any time. ZenGen may suspend or remove you from the Program at any time, for any reason or no reason, with or without notice. Upon termination for a violation (or suspected violation) of this Agreement, you forfeit any unpaid and any not-yet-eligible commissions. Sections that by their nature should survive termination (including Sections 5–7, 9, and 11–16) survive.

You are an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, franchise, or agency relationship. You have no authority to bind ZenGen, and you are responsible for your own expenses, taxes, and conduct.

We may modify, suspend, or discontinue the Program, or change commission rates, qualification rules, payout timing, or any term of this Agreement, at any time, with or without notice. Changes apply prospectively. Your continued participation after a change constitutes acceptance.

We grant you a limited, revocable, non-exclusive, non-transferable license to use ZenGen-approved names, logos, and marketing materials solely to promote ZenGen in accordance with this Agreement. All goodwill inures to ZenGen. You may not modify our marks or use them in any misleading way. We may revoke this license at any time.

Information you provide as an applicant or affiliate — including your name, date of birth, contact details, home address, and government identification details — is collected and used to verify your identity, prevent fraud, administer payouts, and meet tax and legal obligations, as described in our Privacy Policy. We may share necessary information with identity-verification and payment providers (such as Stripe).

The Program is provided “as is” without warranties of any kind. To the maximum extent permitted by law, ZenGen is not liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or anticipated commissions, and ZenGen's total liability under this Agreement will not exceed the total commissions paid to you in the three (3) months preceding the claim. You agree to indemnify and hold ZenGen harmless from any claims, losses, or expenses arising out of your participation, your promotions, or your breach of this Agreement or applicable law.

This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules, consistent with the ZenGen Terms of Service. The parties will first attempt to resolve any dispute through good-faith negotiation for thirty (30) days; if unresolved, the dispute will be submitted to binding arbitration administered by the American Arbitration Association (AAA) in the State of Delaware, on an individual (non-class) basis, except that either party may seek injunctive or equitable relief in a court of competent jurisdiction.

This Agreement, together with the Terms of Service and Privacy Policy, is the entire agreement between you and ZenGen regarding the Program and supersedes any prior understanding. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce any provision is not a waiver. You may not assign this Agreement; we may.

Questions about the Program or this Agreement: affiliates@zengen.app.