ZonGuru Affiliate Program Agreement

Version: October 8, 2026

By applying to or participating in the Helix Affiliate Program (the “Program”), you agree to these terms and conditions (the “Terms”). These Terms form a legal agreement between ZonGuru Holdings LLC (“ZonGuru,” “we,” “us,” or “our”) and the person or legal entity participating in the Program (“Affiliate,” “you,” or “your”).

These Terms take effect on the date you click “I Accept” or otherwise accept them electronically (the “Effective Date”). The ZonGuru Terms of Service at https://www.zonguru.com/terms-of-service and Privacy Policy at https://www.zonguru.com/privacy-policy are incorporated by reference to the extent applicable to your participation. These Terms control any conflict concerning affiliate attribution, commissions, payment, termination or Program changes, subject to a custom agreement under Section 15.

1 Purpose of the Program

Helix™ is ZonGuru’s AI Listing Engineering product for Amazon sellers, brands, and agencies. The Program allows approved Affiliates to promote Helix and earn commissions for eligible new paying customers attributed to their promotional activity.

Participation in the Program is subject to ZonGuru’s approval. Nothing in these Terms guarantees acceptance into the Program or any minimum level of earnings.

These Terms govern the Helix Affiliate Program only. Participation does not replace or amend an Affiliate’s separate ZonGuru Affiliate Program agreement or the entitlements associated with referrals under that agreement, unless separately agreed in writing.

2 Definitions

For these Terms:

• “Affiliate Account” means the account created by the Affiliate in the affiliate platform designated by ZonGuru.
• “Approved First Payment” means the first qualifying Helix subscription payment successfully collected from a New Paying Customer and approved under Section 11. Separately itemized add-ons or additional credits are not included in the subscription amount used for first-payment tiers or Growth Bonuses.
• “Approved Subsequent Payment” means an eligible Helix payment from an attributed New Paying Customer, other than the Approved First Payment, successfully collected within that customer’s Commission Window and approved under Section 11. This includes renewals, plan changes, upgrades, downgrades, add-ons, additional credit purchases, prorated charges and reactivation payments. Separately itemized add-ons or credits purchased with the first subscription are also eligible at the rate in Section 10, without receiving first-payment commission twice.
• “Commission Window” means the period starting when the customer’s first qualifying subscription payment is successfully collected and ending immediately before its first anniversary. Later approval does not change this start date. Payments collected on or after that anniversary are excluded.
• “Growth Bonus” means the additional percentage points an Affiliate may earn on Approved First Payments based on the number of qualifying New Paying Customers attributed to the Affiliate during a calendar month.
• “Net Revenue” means amounts actually collected by ZonGuru, after discounts, refunds, credits applied against the price, chargebacks, reversals and applicable taxes. Free access, free or promotional credits, and amounts not successfully collected do not form part of Net Revenue. Actual payments for additional Helix credits are eligible under Section 10; using previously purchased credits does not create another commission.
• “New Paying Customer” means a unique, first-time paying Helix subscription customer attributed to the Affiliate under these Terms. Self-referrals and duplicate or related accounts do not qualify unless ZonGuru approves an exception in writing. Fraudulent transactions never qualify. A customer is counted only once; reactivation or a plan change does not create another New Paying Customer.
• “Tracker” means an affiliate link, tracking code, coupon code, promotional code, lead form or other tracking method supplied or approved by ZonGuru.

Calendar months and payment dates are measured in Coordinated Universal Time (UTC). A qualifying first payment and its customer count are assigned to the month in which payment was successfully collected, even if approval occurs later. Later approval does not move the payment or customer count into another month. Refunds, exclusions and late approvals are handled under Sections 11 and 12.

3 Affiliate Account and Approval

You must be at least 18 years old and legally able to enter into these Terms. You must provide accurate and complete information, including your legal name, valid email address, promotional channels, payment information, and any tax information if requested by ZonGuru.

Each Affiliate Account may be used by one individual or one legal entity. You may not create multiple accounts, share login credentials, or allow unauthorized users to access your account. You are responsible for keeping your account and payment information accurate and secure.

ZonGuru may approve or reject any application at its discretion. Approval applies only to the promotional channels and methods disclosed by the Affiliate or subsequently approved by ZonGuru.

4 Affiliate Responsibilities

During participation in the Program, you must:

• promote Helix accurately, lawfully, and in a manner consistent with the current materials, claims, and brand guidance provided by ZonGuru;
• clearly and conspicuously disclose your affiliate relationship wherever you promote Helix, in accordance with applicable advertising and endorsement laws;
• use only authorized offers, discounts, claims, and promotional materials;
• update or remove outdated Program content within seven business days after ZonGuru requests a change;
• provide accurate information about where and how Helix is promoted;
• notify ZonGuru promptly of any unauthorized use of Helix or ZonGuru materials that comes to your attention;
• comply with applicable privacy, marketing, advertising, intellectual property, anti-spam, consumer protection, and tax laws; and
• provide and maintain any tax forms reasonably requested by ZonGuru or its payment provider.

You may express your honest opinions about Helix, but you may not make false, misleading, unsubstantiated, or unauthorized claims about Helix, ZonGuru, expected results, Amazon, or any third party.

Affiliates may create original content for approved channels without obtaining approval for every individual post, provided the content complies with these Terms and current brand guidance. Prior written approval is still required for custom offers, discounts, claims outside the approved guidance, and material changes to supplied brand materials.

5 Affiliate Disclosures

Whenever you publish an endorsement, recommendation, review, comparison, demonstration, or promotional link for Helix, you must clearly disclose that you may earn a commission from qualifying purchases.

The disclosure must be easy to notice, easy to understand, and placed close to the endorsement or affiliate link. A disclosure hidden in a profile, footer, terms page, group of hashtags, or expandable section is not sufficient when applicable law requires a more prominent disclosure.

You are responsible for adapting disclosures to the format and laws that apply to your audience and promotional channel.

6 License and Brand Materials

Subject to your compliance with these Terms, ZonGuru grants you a limited, non-exclusive, revocable, non-transferable, and non-assignable license to use the approved Helix and ZonGuru names, trademarks, links, copy, images, and other Program materials solely to promote Helix through approved channels.

All intellectual property rights remain with ZonGuru or their respective owners. You may resize or reformat supplied materials when reasonably necessary for an approved channel, but you may not materially alter their wording, meaning, claims, branding, or design without prior written approval.

You may not register or use any domain name, social media account, advertising account, business name, or other identifier that contains or imitates Helix, ZonGuru, or their trademarks in a way that suggests ownership, endorsement, or official status.

7 Tracking and Attribution

Affiliates must use the Trackers supplied or approved by ZonGuru. It is your responsibility to place, test, and maintain your Trackers correctly.

Attribution is established when the customer’s first qualifying subscription payment is successfully collected, subject to approval. Signup or free registration alone does not establish attribution. The first payment must occur within 45 days of the most recent qualifying affiliate click. Where more than one Affiliate has a qualifying click, the last qualifying click before that payment receives attribution.

Once a customer is validly attributed, later affiliate clicks do not reassign that customer’s eligible payments during the original Commission Window. ZonGuru may correct a verified tracking error or remove invalid or fraudulent attribution.

An approved coupon or promotional code does not override last-click attribution unless ZonGuru has expressly agreed a different attribution rule in writing before the relevant promotion. A discount code does not automatically establish affiliate attribution.

Tracking may be affected by deleted or blocked cookies, browser settings, device changes, privacy tools, incorrect link implementation, or other technical factors outside ZonGuru’s reasonable control. ZonGuru is not responsible for commissions that cannot be reliably attributed because a Tracker was changed, removed, blocked, or incorrectly implemented.

ZonGuru’s affiliate platform records will control attribution and commission calculations unless ZonGuru identifies a clear tracking or calculation error. ZonGuru will review reasonable attribution questions in good faith, but its determination will be final.

You may not alter, redirect, shorten, or combine a Tracker with another tracking method without prior written approval. Approved URL shortening or analytics tools may be used when they preserve accurate Program tracking.

Sponsored placements

Affiliate commissions apply to eligible customers generated through the Affiliate’s approved organic or additional promotional activity. Traffic and customers generated through a sponsorship, placement, or media package paid for by ZonGuru do not qualify for Affiliate commissions unless the relevant written agreement expressly states otherwise. This exclusion does not, by itself, exclude approved advertising funded by the Affiliate.

The Affiliate must tell ZonGuru where Helix will be promoted and must cooperate in keeping sponsored activity separate from commissionable affiliate activity.

The applicable sponsorship agreement must identify the paid placements and the tracking method used to distinguish those placements from eligible affiliate activity.

8 Commission on New Customer Revenue

The Affiliate’s commission rate on Approved First Payments is based on the total Net Revenue from Approved First Payments attributed to the Affiliate for each calendar month:

• 20% commission: Below $5,000 in approved new customer Net Revenue.
• 25% commission: $5,000 to $9,999.99 in approved new customer Net Revenue.
• 30% commission: $10,000 or more in approved new customer Net Revenue.

The highest commission tier reached during the calendar month applies retroactively to all Approved First Payments attributed to the Affiliate for that month.

Commission tiers reset at the beginning of each calendar month. Approved Subsequent Payments do not count toward the new customer revenue thresholds.

No ongoing minimum number of new referrals is required to remain eligible for commissions under these Terms. The customer thresholds in Section 9 determine the Growth Bonus only.

Monthly tier calculations are subject to the finalization and adjustment rules in Section 11.

9 Monthly Growth Bonus

In addition to the commission described in Section 8, the Affiliate may earn a Growth Bonus based on the number of New Paying Customers whose qualifying first payments were collected in that calendar month and approved under Section 11:

• 0–2 New Paying Customers: No Growth Bonus.
• 3–4 New Paying Customers: Add 3% to the applicable first-payment commission rate.
• 5–9 New Paying Customers: Add 4% to the applicable first-payment commission rate.
• 10 or more New Paying Customers: Add 5% to the applicable first-payment commission rate.

The Growth Bonus applies to all Approved First Payments attributed to the Affiliate for the same calendar month. Only the highest Growth Bonus reached applies, and Growth Bonuses do not stack.

For example, a 25% commission rate plus a Growth Bonus of 4 percentage points results in a combined commission rate of 29% on Approved First Payments for that month.

The maximum standard combined commission rate on Approved First Payments is 35%. This percentage limit does not create a fixed cap on the Affiliate’s total earnings.

ZonGuru may offer custom campaigns, rates, or performance incentives to selected high-volume Affiliates under a separate written agreement.

Growth Bonus counts reset each calendar month and are subject to the finalization and adjustment rules in Section 11.

10 Recurring Commission and Other Customer Payments

The Affiliate earns 20% commission on the Net Revenue from Approved Subsequent Payments successfully collected during each New Paying Customer’s Commission Window.

The Approved First Payment receives the applicable new customer commission and Growth Bonus described in Sections 8 and 9. It does not also receive the 20% commission described in this section.

Eligible subsequent payments include renewals, plan switches, upgrades, downgrades, add-ons, additional credit purchases, prorated charges and reactivation payments. Only money actually collected qualifies. A plan change without a new payment does not create a commission. Refunds and credits are handled under Section 11.

These payments do not increase the monthly new customer revenue tier or Growth Bonus. A plan change, additional purchase, pause, cancellation or reactivation does not restart or extend the original Commission Window. No new commission accrues while no eligible payment is collected.

For annual subscriptions:

• The full qualifying Net Revenue from an initial annual subscription is treated as an Approved First Payment in the month collected. The customer counts once toward the Growth Bonus.
• Commission on that annual subscription payment is earned once and is payable under Section 12. The annual payment is not spread across later months and does not generate monthly revenue or additional monthly commission during the prepaid term.
• The first annual renewal, when collected on or after the first anniversary of the first qualifying subscription payment, is outside the Commission Window and earns no commission.
• If a customer switches from monthly to annual during the original Commission Window, the actual qualifying annual payment is an Approved Subsequent Payment at 20%. It is counted once when collected, without spreading it over the future service period or restarting the Commission Window.
• Separate eligible payments made by an annual subscriber, such as additional credit purchases or paid upgrades, still earn 20% if collected within the original Commission Window. These are commissions on additional payments, not repeated commission on the original annual fee.

11 Commission Eligibility and Exclusions

A transaction qualifies for commission only when:

• it is an eligible first or subsequent payment from a customer validly attributed under Section 7;
• ZonGuru successfully collects the payment;
• the payment passes the ordinary review described below, or an exceptional review where reasonably required; and
• the Affiliate complies with these Terms, including the continuation provisions in Section 16.

Commission is calculated on Net Revenue. No commission is paid on taxes, refunded or reversed amounts, chargebacks, fraudulent or duplicate transactions, free plans, free or promotional credits, test transactions, unauthorized discounts or uncollected amounts. Customer cancellation alone does not reverse commission on an otherwise valid, non-refunded payment.

Monthly review and finalization

ZonGuru will ordinarily review the month’s transactions and issue a finalized monthly commission statement within 30 calendar days after month-end. The statement identifies the applicable first-payment rate, Growth Bonus and approved amounts. This finalization occurs even if the Affiliate has not reached the payout threshold.

Before finalization, refunds, reversals and disqualifications reduce the original month’s qualifying Net Revenue. The commission tier and Growth Bonus are recalculated using the remaining qualifying revenue and customer count. A fully refunded, fully reversed or disqualified first payment removes the customer from that month’s bonus count. A partially refunded first payment reduces Net Revenue, but the customer continues to count once if the subscription transaction remains valid and positive qualifying Net Revenue is retained.

Routine approval does not require every possible future chargeback deadline to expire. A transaction subject to a genuine unresolved refund request, chargeback, attribution dispute, fraud concern or other compliance review may remain pending. Unrelated eligible transactions will not be held solely because another transaction is under review.

Adjustments after finalization

After a monthly statement is finalized, an ordinary refund, reversal or customer chargeback adjusts only the commission and Growth Bonus paid or payable on the affected transaction. The adjustment uses that transaction’s original combined rate and the refunded or reversed Net Revenue. It does not reduce the finalized rate or Growth Bonus on unrelated valid transactions. A partial refund results in a proportional adjustment; a full refund reverses the commission on that payment in full.

This protection does not apply to fraud, deliberate threshold manipulation, duplicate or otherwise ineligible transactions, or a verified tracking or calculation error. ZonGuru may correct the original month’s revenue, customer count, tier, Growth Bonus and resulting commissions to the extent affected by such circumstances, including after payout.

If a pending first payment is later approved, it is assigned to its original collection month. ZonGuru will issue a revised statement and pay any resulting additional commission or upward tier or bonus adjustment. An ordinary late refund will not be used to reduce rates on other valid transactions in a finalized month.

ZonGuru will show material adjustments and their reasons in the Affiliate Account or provide them by email. Overpayments may be deducted from future amounts due or requested for repayment. Any repayment request must identify the affected transactions and calculation; undisputed repayment amounts are due within 30 calendar days of the request.

12 Payments

Subject to approval, required payment information and the applicable minimum payout threshold, commissions and Growth Bonuses are payable within 30 calendar days after the end of the calendar month in which the qualifying payments were collected (Net 30 after month-end).

The minimum approved balance required before an Affiliate’s first payout is $300. Once the Affiliate has received at least one commission payout from ZonGuru under either the ZonGuru or Helix Affiliate Program, the minimum approved balance for subsequent Helix payouts is $100. Affiliates who have already received a ZonGuru affiliate payout qualify for the $100 threshold when joining Helix.

These thresholds are measured against the approved unpaid Helix balance. Balances below the applicable threshold carry forward without being forfeited merely because the threshold has not been reached. These Terms do not change payment thresholds or rights under a separate ZonGuru Affiliate Program agreement. Final settlement after termination is addressed in Section 16.

ZonGuru may delay approval or payment only as reasonably necessary to resolve fraud, refunds, chargebacks, sanctions, anti-money laundering concerns, attribution disputes, missing payment or tax information, or compliance with these Terms. ZonGuru will provide the general reason for a hold and a progress update at least every 30 calendar days while it continues, unless disclosure is legally prohibited or would compromise an investigation. Unrelated approved amounts remain payable under the normal rules.

Amounts approved after the normal payment date, including resulting tier or bonus top-ups, will be paid within 30 calendar days after approval if the applicable approved balance threshold and payment requirements are met. Approved amounts held solely for missing payment or tax information will be paid within 30 calendar days after the required information is completed, subject to the threshold.

All payments will be made electronically through a third-party payment processor selected by ZonGuru. You are responsible for maintaining accurate payment details and completing the payment provider’s requirements.

All Program amounts are stated and paid in US dollars unless ZonGuru confirms otherwise in writing. The Affiliate is responsible for bank charges, conversion charges, taxes, duties, assessments and other obligations arising from Program payments. Where customer payments are collected in another currency, the USD value recorded for the transaction in ZonGuru’s payment records is used for commission calculations.

ZonGuru may request a valid Form W-9, W-8BEN, W-8BEN-E or other applicable tax documentation before issuing payment and may make any withholding required by law.

13 Prohibited Promotional Activity

The following activities are prohibited and do not qualify for commission:

• self-referrals or purchases made through an account controlled by the Affiliate, its employees, household members or related entities, unless ZonGuru has expressly approved a non-fraudulent exception in writing;
• bidding on Helix, ZonGuru, misspellings, variations, or other protected brand terms in paid search or pay-per-click advertising without prior written approval;
• cookie stuffing, forced clicks, hidden links, automatic redirects, adware, spyware, browser extensions, or other methods that place or overwrite tracking without a genuine customer action;
• spam, unsolicited bulk communications, or marketing that violates applicable consent or anti-spam requirements;
• false, misleading, unsubstantiated, or deceptive statements;
• impersonating ZonGuru, Helix, their employees, or an official ZonGuru or Helix channel;
• using unauthorized coupons, rebates, discounts, incentives, or coupon websites;
• publishing low-quality, automatically generated, copied, or doorway content primarily intended to manipulate search rankings or attribution;
• black-hat search engine optimization, spam link building, or other deceptive traffic practices;
• promoting Helix on websites or channels containing illegal, hateful, violent, sexually explicit, discriminatory, or otherwise harmful content;
• altering Trackers or approved promotional materials in a way that affects attribution or misrepresents the offer; or
• any conduct that violates applicable law, infringes third-party rights, harms customers, or damages the reputation of Helix or ZonGuru.

ZonGuru may reject transactions, withhold related commissions, suspend tracking, or terminate an Affiliate Account when it reasonably determines that prohibited activity has occurred.

14 Records and Compliance Review

You must maintain reasonable records showing where and how you promote Helix and provide them to ZonGuru upon reasonable request. ZonGuru may review promotional placements, traffic sources, disclosures, and transaction patterns to verify compliance with these Terms.

Failure to provide reasonably requested information may result in delayed commission approval, suspension, or termination from the Program.

15 Program Changes

ZonGuru may update these Terms or the Program from time to time. Material commercial changes will be communicated by email at least 30 calendar days before they take effect. A shorter notice period may apply where reasonably necessary to comply with law or address fraud or an urgent security risk.

Changes apply prospectively from their stated effective date. Eligible payments collected before that date remain governed by the applicable prior terms, even if commission approval occurs later. Customers validly referred before that date retain their existing renewal commission rate and remaining commission window, subject to eligibility requirements and valid adjustments under those terms. Continued participation after the effective date of an update constitutes acceptance of the updated Terms for activity governed by the update.

A separate written agreement signed or expressly approved by ZonGuru may provide custom terms for a specific Affiliate. If it conflicts with these Terms, the separate written agreement controls only for the matters it expressly covers.

16 Suspension and Termination

Either party may end participation in the Program by written notice. ZonGuru may suspend or terminate an Affiliate Account immediately for fraud, unlawful conduct, material breach of these Terms, misuse of Trackers or brand materials, deceptive promotion, or conduct that creates material legal, financial, customer, or reputational risk.

When participation ends:

• the Affiliate must stop presenting itself as a Helix affiliate and remove Helix Program links, Trackers and brand materials within seven business days; separate authorized ZonGuru affiliate activity is unaffected;
• no new customers or first payments will be attributed after the termination date;
• eligible payments collected before termination remain eligible for review and payment under these Terms, even if commission approval occurs after termination, subject to applicable exclusions and adjustments; and
• if the Affiliate leaves or is terminated without fraud, unlawful conduct, or material breach, eligible Approved Subsequent Payments from customers validly referred before termination will continue through each customer’s existing 12-month commission window.

If termination results from fraud, unlawful conduct, or material breach, ZonGuru may withhold or cancel commissions connected to that conduct and may recover amounts previously paid on ineligible transactions.

Approved balances continue to be paid under Section 12 during any remaining eligible Commission Windows. Once all such windows have ended, ZonGuru will issue a final settlement within 30 calendar days, regardless of the normal minimum payout threshold, subject to complete payment and tax information. Any amount still under an exceptional review may be held separately and, if approved, must be paid within 30 calendar days after the review is resolved. An outstanding review does not delay payment of unrelated approved balances. If no Commission Window remains at termination, the final settlement is due within 30 calendar days after termination on the same basis.

No grace period applies to first payments collected after termination, even if the customer clicked a Tracker beforehand. The continued-payment provisions above apply only to customers whose first qualifying payment was collected before termination.

ZonGuru may refuse service to any prospective or referred customer at its discretion and has no obligation to accept or retain any customer.

17 Confidentiality

The Affiliate must protect non-public business, product, customer, commercial, technical, and financial information received through the Program (“Confidential Information”) and may use it only to participate in the Program.

Confidential Information does not include information that is publicly available through no breach of these Terms, was already lawfully known to the Affiliate, is independently developed without use of the Confidential Information, or is lawfully received from a third party without a duty of confidentiality.

The Affiliate may disclose Confidential Information when required by law, provided that the Affiliate gives ZonGuru reasonable advance notice when legally permitted.

This section does not prevent the Affiliate from disclosing the existence of the Program or these standard Terms. Non-public custom rates, campaigns, product information, and partner arrangements remain confidential unless ZonGuru agrees otherwise in writing.

18 Privacy and Customer Data

The Affiliate must comply with applicable privacy and data protection laws. Unless ZonGuru has given written approval, the Affiliate may not collect personal information on behalf of ZonGuru or Helix, represent that it is authorized to do so, or transfer personal information to ZonGuru outside approved Program processes.

The Affiliate is responsible for any privacy notice, cookie notice, consent, security, and data handling obligations that apply to its own websites, forms, mailing lists, analytics tools, and promotional channels.

19 Representations and Warranties

Each party represents that it has authority to enter into these Terms and perform its obligations.

The Affiliate represents that its promotional channels and content do not infringe third-party rights and are not unlawful, defamatory, fraudulent, obscene, or otherwise prohibited under these Terms.

Except as expressly stated in these Terms, ZonGuru makes no representation or guarantee concerning the amount of traffic, conversions, commissions, revenue, or other results an Affiliate may achieve.

20 Indemnification

The Affiliate will indemnify, defend and hold harmless ZonGuru, its affiliates, officers, employees and agents from third-party claims, damages, losses, liabilities, costs and reasonable legal fees to the extent caused by the Affiliate’s breach of these Terms, violation of law, infringement of third-party rights, negligence or willful misconduct. This obligation does not apply to the extent a claim is caused by ZonGuru’s own breach, negligence or willful misconduct.

21 Limitation of Liability

To the maximum extent permitted by law, ZonGuru will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenue, data, goodwill, or business opportunity, arising from or related to the Program, these Terms, the affiliate platform, tracking failures, or the use or inability to use Helix.

To the maximum extent permitted by law, ZonGuru’s total liability arising from or related to these Terms will not exceed the total commissions paid or payable to the Affiliate during the six months immediately preceding the event giving rise to the claim.

The exclusions and cap in this section do not reduce ZonGuru’s obligation to pay valid commissions and Growth Bonuses due under these Terms. Nothing in these Terms excludes liability that cannot lawfully be excluded or limited.

22 Disclaimer of Warranties

The Program, affiliate platform, Trackers, promotional materials, Helix, and related services are provided “as is” and “as available.” To the maximum extent permitted by law, ZonGuru disclaims all express and implied warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, and error-free tracking.

ZonGuru does not guarantee that the Program, Trackers, affiliate platform, or Helix will always be available, accurate, uninterrupted, secure, or free from errors.

23 Independent Contractor Relationship

The Affiliate participates as an independent contractor. Nothing in these Terms creates an employment, agency, franchise, partnership, joint venture, fiduciary, or representative relationship between the parties.

The Affiliate has no authority to make commitments, representations, warranties, or contracts on behalf of ZonGuru or Helix. Each party is responsible for its own personnel, costs, taxes, insurance, and business operations.

24 Assignment

The Affiliate may not assign or transfer these Terms, its Affiliate Account, or any right to payment without ZonGuru’s prior written approval. ZonGuru may assign these Terms as part of a merger, reorganization, sale of assets, or transfer of the Program or relevant business. The assignee must assume ZonGuru’s obligations under these Terms, including valid accrued payment obligations and protected existing Commission Windows.

25 Notices

Notices under these Terms must be in writing. ZonGuru may send notices to the email address connected to the Affiliate Account or through the affiliate platform. Notices to ZonGuru must be sent to support@zonguru.com, unless ZonGuru provides another notice address.

The Affiliate is responsible for keeping its contact information current.

26 Governing Law and Venue

These Terms are governed by the laws of the State of California, USA, without regard to conflict of law principles.

To the extent permitted by law, disputes arising from or related to these Terms will be submitted exclusively to the state or federal courts with subject matter jurisdiction located in Los Angeles County, California. Each party consents to the personal jurisdiction of those courts and waives trial by jury to the extent permitted by law.

Except for applicable indemnification obligations or costs awarded under mandatory law, each party is responsible for its own legal fees and court costs.

27 Severability and Waiver

If any provision of these Terms is held unenforceable, it will be limited or removed only to the minimum extent necessary, and the remaining provisions will remain in effect.

A failure or delay by ZonGuru to enforce a provision does not waive the right to enforce it later.

28 Entire Agreement

These Terms, together with the policies incorporated by reference and any applicable written custom agreement, constitute the entire agreement between the parties concerning the Helix Affiliate Program and replace prior discussions, representations, and agreements concerning that Program. They do not supersede separate ZonGuru Affiliate Program arrangements described in Section 1. Custom agreements have the priority stated in Section 15.

29 Electronic Acceptance

These Terms are delivered electronically. By clicking “I Accept” or otherwise accepting them electronically, you confirm that you have read, understood, and agreed to these Terms. Your electronic acceptance has the same force and effect as a handwritten signature to the extent permitted by law.

End of Terms