Helix Affiliate Program Agreement

Version: October 5, 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 applicable ZonGuru and Helix Terms of Service and Privacy Policy are incorporated into these Terms by reference.

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.

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 subscription payment received from a New Paying Customer, after any applicable review or refund period and subject to these Terms.

• “Approved Renewal Payment” means an eligible subscription renewal payment received from a New Paying Customer after the Approved First Payment and within the customer’s first 12 months, after any applicable review or refund period and subject to these Terms.

• “Growth Bonus” means the additional percentage an Affiliate may earn on Approved First Payments based on the number of New Paying Customers referred during a calendar month.

• “Net Revenue” means amounts actually collected by ZonGuru, after discounts, refunds, credits, chargebacks, reversals, and applicable taxes. Free access, promotional credits, and amounts not successfully collected do not form part of Net Revenue.

• “New Paying Customer” means a unique, first-time paying Helix subscription customer attributed to the Affiliate under these Terms. Self-referrals, duplicate or related accounts, fraudulent transactions, returning customers, and reactivated customers do not qualify unless ZonGuru approves them in writing.

• “Tracker” means an affiliate link, tracking code, coupon code, promotional code, lead form, or other tracking method supplied or approved by ZonGuru.

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.

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.

The standard tracking window is 45 days from the prospective customer’s most recent qualifying click. Attribution is based on last click. If the prospective customer clicks another valid affiliate link before purchasing, the later qualifying affiliate may receive the 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 separately paid sponsorship, placement, or media package do not qualify for Affiliate commissions unless the relevant written agreement expressly states otherwise.

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

8. Commission on New Customer Revenue

The Affiliate’s commission rate on Approved First Payments is based on the total Net Revenue generated from New Paying Customers during each calendar month:

Approved new customer Net Revenue in the month Commission rate

Below $5,000 20%

$5,000 to $9,999.99 25%

$10,000 or more 30%

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. Renewal revenue from customers referred in earlier months does not count toward the new customer revenue thresholds.

9. Monthly Growth Bonus

In addition to the commission described above, the Affiliate may earn a Growth Bonus based on the number of New Paying Customers attributed to the Affiliate during the calendar month:

New Paying Customers in the month Additional Growth Bonus

0 to 2 No Growth Bonus

3 to 4 Additional 3%

5 to 9 Additional 4%

10 or more Additional 5%

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

The maximum standard combined payout on Approved First Payments is 35%. This is a maximum percentage rate and does not create a fixed dollar 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.

10. Recurring Commission

The Affiliate earns 20% commission on Approved Renewal Payments made during each New Paying Customer’s first 12 months, measured from the date of the customer’s Approved First Payment.

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 recurring commission.

Renewal revenue does not unlock or increase the monthly new customer commission tier or Growth Bonus.

For an annual subscription, the full qualifying Net Revenue collected is treated as an Approved First Payment in the month collected. The customer counts once toward the Growth Bonus. The annual payment is not divided across later months and does not create additional renewal commission during the prepaid annual term.

11. Commission Eligibility and Exclusions

A transaction qualifies for commission only when:

• it is attributed to the Affiliate through a valid Tracker under Section 7;

• it comes from a New Paying Customer;

• ZonGuru successfully collects the payment;

• the transaction remains valid after any applicable review, refund, fraud, and chargeback period; and

• the Affiliate complies with these Terms.

Commission is calculated on Net Revenue. ZonGuru does not pay commission on taxes, refunded or reversed amounts, chargebacks, fraudulent or duplicate transactions, free plans, free or promotional credits, test transactions, unauthorized discounts, or payments that cannot be successfully collected.

If a commission has already been paid on a transaction that is later refunded, reversed, charged back, identified as fraudulent, or found to be ineligible, ZonGuru may deduct the overpayment from future amounts due or require repayment.

12. Payments

Approved commissions and Growth Bonuses are paid on a Net 30 basis following the end of the applicable calendar month. ZonGuru may delay approval or payment when reasonably required to review fraud, refunds, chargebacks, sanctions, anti-money laundering concerns, attribution disputes, or compliance with these Terms.

All payments will be made electronically via a third-party payment processor as determined by ZonGuru. You are responsible for maintaining accurate payment details and completing all information required by the payment provider.

If the approved balance due on a payment date is less than $100, ZonGuru may carry the balance forward until the total approved balance reaches at least $100.The threshold for newly registered Affiliates is $300. Once reached, the standard minimum threshold becomes $100.

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.

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;

• 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 changes will be communicated through the Affiliate Account, by email, or by another reasonable method before or when they take effect.

Changes apply prospectively from their stated effective date and do not reduce commissions already approved before that date. Continued participation after the effective date of an update constitutes acceptance of the updated Terms.

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 or ZonGuru affiliate and remove Program links, Trackers, and brand materials within seven business days;

• no new customers or first payments will be attributed after the termination date;

• valid amounts approved before termination remain payable under the normal payment rules; and

• if the Affiliate leaves or is terminated without fraud, unlawful conduct, or material breach, eligible Approved Renewal 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.

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 arising from the Affiliate’s breach of these Terms, violation of law, infringement of third-party rights, promotional activity, 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.

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.

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 affiliates@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.

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 Program and replace prior discussions, representations, and agreements concerning the same subject matter.

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