Bulk Receipt Scanner Affiliate Agreement

Version v2.0

1. The agreement and who it is between

This Affiliate Agreement is between Zyzyva LLC, which operates Bulk Receipt Scanner ("we," "us," "the Company"), and you, the person or business enrolling as an affiliate ("you," "Affiliate").

You accept this Agreement by submitting the affiliate application and checking the box confirming you have read and agree to it. We record the version you accepted and the date and time you accepted it. If you do not agree, do not enroll.

2. Definitions

Referral Link — the unique web address we issue to you, containing your referral code, which identifies you as the source of a visitor.

Referred Customer — a person who arrives at our site through your Referral Link and then creates a brand-new Bulk Receipt Scanner account in that same browsing session.

Attribution — our record that a Referred Customer is associated with you. Attribution happens when the account is created, and it is permanent for that account.

Qualifying Payment — a payment we actually collect from a Referred Customer for a Bulk Receipt Scanner subscription, after the money has settled.

Net Collected Amount — the amount of a Qualifying Payment after any discounts applied to it and after any refund of it, and before any deduction for payment processing fees, bank fees, or our own costs. We do not net your commission against what it costs us to collect the money.

Commission — the amount you earn on a Qualifying Payment, calculated under Section 5.

3. Enrollment and approval

Enrollment is by application. Submitting an application does not make you an affiliate. We review applications and approve or decline them at our discretion, and we are not obligated to give a reason. We may decline anyone.

You must be at least 18 years old and legally able to enter into a contract. You must provide accurate information about yourself or your business and keep it current. One affiliate account per person or business entity.

You become an active affiliate only when we approve you. Referrals you make before you are approved are attributed normally, but they begin earning Commission only from the date we approve you, going forward. You do not lose the customer; you do not receive back-dated Commission for payments they made before your approval.

4. Referral Links and how attribution works

You may share your Referral Link through your own website, email to your own contacts, social media, presentations, client conversations, and similar channels, subject to Section 8.

Three rules govern attribution, and you should understand all three before you plan any campaign:

(a) Brand-new accounts only. Attribution happens only when a visitor creates an account that did not previously exist. If someone who already has a Bulk Receipt Scanner account clicks your Referral Link, no attribution occurs and no Commission is ever earned on that account. This means emailing your Referral Link to people who are already our customers earns you nothing. This is deliberate and is applied identically to every affiliate.

(b) First touch wins, and there are no splits. If a visitor arrives through more than one affiliate's Referral Link before creating an account, the first link they arrived through is the one that gets attribution. We do not divide Commission between affiliates, and we do not arbitrate competing claims to the same customer. If two affiliates approach the same business, the earlier link wins entirely.

(c) Attribution is tied to the browsing session. A visitor who clicks your link and then creates an account later from a different device, a different browser, or after clearing their browser data may not be attributed to you. We do not manually attribute accounts after the fact, and we cannot reconstruct attribution that did not record.

You may not earn Commission on your own account, or on accounts created by anyone acting on your behalf to generate Commission.

5. Commission

Rate. 25% of the Net Collected Amount of each Qualifying Payment from your Referred Customers.

Duration. Commission continues for as long as the Referred Customer keeps paying for their subscription, with no month or year cap, subject to Section 10 (Term Changes) and Section 11 (Termination and Program Changes). We call this "lifetime" in our marketing; Sections 10 and 11 are the honest boundaries of that word, and you should read them.

When Commission is earned. Commission is earned on payments we actually collect. Free accounts, trial periods, and accounts that never pay generate no Commission. If a Referred Customer is on a free trial, Commission begins with their first Qualifying Payment.

Launch-period note. During our launch period, new accounts receive a more generous free allowance than they will later. A Referred Customer may therefore use the product for some time before they have a reason to subscribe. Attribution persists throughout — you keep the customer — but your Commission begins at their first Qualifying Payment, which may be well after they sign up.

6. Payment

Holding period. Commission on a Qualifying Payment becomes payable 35 days after we collect that payment. This holding period exists so that refunds and payment disputes, which usually surface within the first billing cycle, are resolved before money leaves.

How and when we pay. We pay Commission manually, on a schedule we publish to you, by a payment method we agree with you at enrollment. A $25 minimum payout applies. Balances below $25 roll forward to the next payment.

Tax paperwork is required before your first payment. Before we pay you anything, you must provide a completed IRS Form W-9 (or Form W-8BEN if you are not a U.S. person). We collect this directly from you, not through the application form. If we pay you $600 or more in a calendar year, we will issue you a Form 1099-NEC.

Your taxes are yours. You are responsible for all taxes on Commission you receive. We do not withhold.

Records. We maintain the record of your Commission — what accrued, on what payments, and what was paid. That record is what governs. If you believe it is wrong, tell us within 60 days of the payment in question and we will look at it.

7. Reversals and clawback

If a Qualifying Payment is later refunded, charged back, or successfully disputed, the Commission on that payment is reversed.

If the reversal happens before we have paid you, we simply do not pay it. If we have already paid you, the reversed amount is deducted from your next Commission payment. If your balance goes negative and you stop earning, we may ask you to return the amount, and you agree to repay it.

We do not reverse Commission because a customer stops subscribing. Cancellation is not a reversal — you keep everything you earned on the payments they made.

8. How you may and may not promote

You must disclose the relationship. Whenever you recommend Bulk Receipt Scanner in a context where you would earn Commission, you must clearly and conspicuously disclose that you have a financial relationship with us. This is required by the U.S. Federal Trade Commission's endorsement guidelines. A disclosure that a reader has to hunt for does not count. If you are a CPA, bookkeeper, or other professional advising a client, you must disclose to that client that you receive compensation if they subscribe.

You must not misrepresent what the product does. Bulk Receipt Scanner extracts data from photographs of receipts and can send that data to QuickBooks Online. It does not prepare or file tax returns, and it does not provide tax, accounting, or legal advice. Do not say or imply that it does. Do not promise specific tax outcomes, refund amounts, or audit protection. Do not state feature capabilities, pricing, or guarantees that we have not published.

You must not:

• send unsolicited bulk email, or any email that violates the CAN-SPAM Act or equivalent law where you or your recipients are located;
• post your Referral Link to coupon, deal, discount, or cashback sites without our written permission;
• bid on our brand name or product name, or confusingly similar terms, in paid search advertising, or use our name in ad copy or display URLs, without our written permission;
• register domain names, social accounts, or app listings containing our name or a confusingly similar name;
• represent yourself as us, as our employee, or as authorized to speak for us, or make commitments on our behalf;
• offer unauthorized rebates or incentives to induce signups, or otherwise create signups that are not genuine customers;
• use automated means, bots, or deceptive placement to generate clicks or accounts.

Trademarks. We grant you a limited, revocable, non-exclusive permission to use our name and logo solely to promote Bulk Receipt Scanner while this Agreement is in effect, in the form we provide. You gain no ownership. That permission ends when this Agreement ends.

9. Your relationship with us

You are an independent contractor. This Agreement does not create an employment relationship, partnership, joint venture, or agency. You have no authority to bind us, to accept obligations for us, or to speak for us. You control how and when you promote, subject to Section 8. You are responsible for your own business expenses and your own compliance with the laws and professional rules that apply to you — including, if you are a licensed professional, the independence and disclosure rules of your licensing body.

10. Changes to these terms

We may change this Agreement, including the Commission rate and the holding period, going forward. We will give you 30 days' notice before a change takes effect, at the email address on your affiliate account.

Changes never apply backward. Commission that has already accrued was priced under the terms in force when it accrued, and it stays priced that way. A rate change affects only Commission accruing after the effective date.

If you do not agree to a change, your remedy is to terminate under Section 11 before it takes effect. Continuing to use your Referral Link after the effective date means you accept the change.

11. Termination, program changes, and what "lifetime" really means

Either of us may terminate at any time, for any reason, with notice to the other. You may terminate by telling us; we may terminate by telling you at the email address on your affiliate account.

On ordinary termination, your Referral Links stop attributing new customers, and Commission stops accruing on your existing Referred Customers as of the termination date. Commission that has already accrued and is not reversed will be paid on the normal schedule.

On termination for cause — meaning a material breach of Section 8, fraud, misrepresentation about us or our product, or conduct that exposes us to legal or reputational harm — we may withhold unpaid Commission accrued in connection with that conduct, and we may terminate immediately without notice.

If you close your Bulk Receipt Scanner account, your affiliate enrollment ends with it and Commission stops accruing.

We may modify or discontinue the affiliate program itself. If we discontinue the program, we will give you 30 days' notice. Commission accrued through the end of that notice period will be paid on the normal schedule; Commission stops accruing after it.

If our business is sold, this Agreement may be assigned to the buyer, who may continue or discontinue the program under this Section. You may not assign this Agreement without our written consent.

So, plainly: "lifetime" means for as long as your Referred Customer keeps paying, while this Agreement is in effect and the program exists. It is a real commitment and we intend to honor it. It is not a promise that binds us regardless of your conduct, or a promise that the program or the company will exist forever. We would rather say that clearly now than have you discover it later.

12. No guarantees

We do not guarantee any level of earnings, any number of referrals, or that the product, the pricing, or the plans will stay as they are. We may change the product, pricing, or plans at any time, and those changes may affect what you earn. We provide the affiliate program "as is."

To the fullest extent the law allows, we are not liable to you for indirect, incidental, special, consequential, or punitive damages, or for lost profits. Our total liability to you under this Agreement is limited to the Commission payable to you in the 12 months before the event giving rise to the claim.

13. Indemnity

You will defend and indemnify us against claims, damages, and costs (including reasonable legal fees) arising from your promotional activities, your statements about us or our product, your breach of this Agreement, or your violation of any law or professional rule.

14. Confidentiality

Non-public information we give you about the program — unpublished pricing, unreleased features, other affiliates' performance — is confidential, and you will not disclose it. Your own Commission figures are yours to disclose.

15. General

Governing law. This Agreement is governed by the laws of Tennessee, USA, without regard to conflict-of-laws rules. Any dispute will be brought in the state or federal courts located in Tennessee, USA, and we each consent to that jurisdiction.

Entire agreement. This Agreement is the whole agreement between us about the affiliate program and replaces any earlier discussions or promises about it.

Severability. If any part of this Agreement is unenforceable, the rest stays in effect.

No waiver. If we do not enforce a provision, we have not waived it.

Notices. We will send notices to the email address on your affiliate account; you are responsible for keeping it current. You may send notices to the support address published on our site.