Partner Program Terms

1. Parties, scope and how these Terms fit together

1.1 These Partner Program Terms (the "Terms") are an agreement between you (the "Partner") and Roman Shostak LLC, Sharjah Media City (Shams), Sharjah, United Arab Emirates (commercial licence no. 2429518.01), which operates Zoho CRM AI Assistant (the "Service") as ZSetup ("ZSetup", "we", "us"). If you apply for a company, you confirm you are authorized to bind it and "you" includes it.

1.2 The program lets approved Partners earn commission when new customers they introduce become paying customers of the Service. It is separate from the Customer Referral program (see the Customer Referral Terms below), which any signed-in customer can use.

1.3 You must be at least 18, able to form a binding contract, and not subject to sanctions that would prohibit us from paying you.

1.4 The Service is governed by our Terms of Service and Privacy Policy. If you also use the Service as a customer, those apply to that use. If these Terms conflict with the Terms of Service about commission, referrals or Partner conduct, these Terms control for the program.

1.5 A written offer from us to you (an "Order", such as an approval email or a signed addendum) may set a different rate, period or other commercial term for you. If an Order and these Terms conflict, the Order controls for the terms it states.

2. Enrollment and approval

2.1 Apply at /partners/apply. Approval is at our discretion and is not guaranteed. We review applications by hand and aim to respond within 2 business days ; this is a target, not a commitment. We may approve, ask for more information, or decline, with or without reasons.

2.2 You must give true, complete and current information and keep it up to date. We may verify it.

2.3 Approval takes effect when we tell you by email. No commission-enabled links exist before approval. There is no fee to join, and you do not need a paid subscription.

2.4 Approval gives you a partner portal on the same sign-in as the Service. You are linked to your portal when you sign in with the verified email address you applied with.

2.5 Applicants and Partners are approved on the information given. We can suspend or remove a Partner whose information proves false or who breaches these Terms (section 15).

3. Relationship

3.1 You are an independent contractor. Nothing creates an employment, agency, partnership, joint venture, franchise or reseller relationship. You have no authority to bind us, to make promises on our behalf, to set prices, or to give discounts.

3.2 This program is non-exclusive. We may run other programs and work with anyone. You may promote other products, subject to section 11.

3.3 You do not resell the Service, host it, or receive access to any customer's CRM or account through the program.

3.4 Zoho. The Service is an independent product. It is not affiliated with, endorsed by or acting for Zoho Corporation, and this program does not make you or us a Zoho partner, reseller or authorized agent. You must not say or imply otherwise. If you are a Zoho partner, your Zoho agreements remain your responsibility, and you must comply with them.

4. Referral links and attribution

4.1 Links. You promote the Service using links and codes issued in your portal, including links with a campaign name, UTM parameters and a sub-ID you choose. Only links on our own domains are valid. A link that is not issued by the portal earns nothing.

4.2 Recording a click. When a person follows your link, we record the click and set a first-party cookie or similar identifier in their browser.

4.3 Window. A click is eligible for 90 days. If the person creates an account on the Service within 90 days of the click, that account is attributed to you, subject to sections 4.4 to 4.8.

4.4 Last click wins. If a person follows more than one referral link, whether partner links or customer-referral links, the most recent eligible click before signup is the one credited. Customer- referral links are eligible for 30 days, partner links for 90. Direct and organic visits do not replace an earlier referral.

4.5 Locked at signup. Attribution is fixed when the account is created and email-verified. A code entered afterwards, a later click or a coupon cannot change it. One customer has one beneficiary: a Referred Customer never earns both a customer-referral reward and a Partner commission for the same acquisition.

4.6 Recovery. If a person signs up without a recorded click, they may enter a referral code within 7 days of creating the account and before their first payment, and the code is accepted only if the account has no attribution. You may also ask us to review a missing attribution, with evidence, within 7 days of the signup. We decide on the evidence. We do not guarantee tracking across devices or after the person clears or blocks their browser storage.

4.7 New customers only. The person must be new to the Service: no earlier account of any kind, no recreated or aliased account, and no earlier paid subscription. Being an existing Zoho CRM customer is expected and not disqualifying.

4.8 No deal registration. At launch there is no override for deals you registered with us. Any future solutions or co-selling track will have its own terms.

5. Referred Customers and Qualified Payments

5.1 A "Referred Customer" is an account attributed to you under section 4 that we have not rejected for a reason in section 11 or 6.9.

5.2 A "Qualified Payment" is a payment of cash actually received by us for a paid subscription (currently Plus, Pro and Max, as published on our pricing page) from a Referred Customer, subject to section 6.

5.3 First payment deadline. A Referred Customer's first Qualified Payment must be made within 90 days after the account was created. If it is not, the account does not become a paying Referred Customer for commission purposes, even if it pays later.

5.4 Trials and free plans. Trial periods and the Free plan earn nothing. A new account referred through the program receives 30 days of Plus with no card, then continues on Free; a trial is not a payment.

5.5 Self-referral. You and your affiliates, employees, contractors and related entities cannot be a Referred Customer, and an account you pay for is treated as yours. A client who owns their own account and pays for it themselves is a genuine Referred Customer, even if you helped set up their CRM.

6. Commission

6.1 Rate and period. For each Referred Customer we pay you 30% of Eligible Revenue received in the period of 12 months beginning on the date of that customer's first Qualified Payment (the "Commission Period"). The period starts at the first payment, not at signup or trial start. It does not pause when a customer cancels, and it does not restart if they return. A payment made on or after the first anniversary of the first Qualified Payment earns nothing.

6.2 Eligible Revenue. Eligible Revenue is the amount of recurring subscription fees we actually receive from the Referred Customer, in cash, after discounts, promotional credits, refunds and chargebacks, and excluding:

(a) sales tax, VAT or similar taxes;

(b) one-time charges, services, and any amount that is not a subscription fee;

(c) any invoice or part of an invoice paid with promotional or referral credit rather than cash, and invoices for $0;

(d) amounts we refund or that are charged back. We do not deduct payment-processing fees from Eligible Revenue.

6.3 Plan changes. If the customer upgrades or downgrades, commission is calculated on the amounts actually received for the new plan or proration, not on the list price. A replaced invoice and its replacement are not both counted.

6.4 Billing periods. Plans are currently billed monthly. If we introduce longer prepaid terms, commission is calculated only on the part of the payment that covers service within the Commission Period; a longer payment never extends the period.

6.5 Overrides. An Order may set a different rate, a different period, or both, effective from a stated date. An override applies to Referred Customers attributed to you on or after the effective date, and does not change a customer already attributed. For each Referred Customer we record the rate and period that applied at attribution, and those stay in force for that customer.

6.6 Changes to the standard rate. We may change the standard rate or period for future Referred Customers on notice (section 16). Customers already attributed to you keep the terms they were attributed under.

6.7 Currency. Commission is calculated and paid in US dollars.

6.8 Other exclusions. No commission arises on the Free plan, on features that are not billed, or on amounts we are not entitled to keep.

6.9 Fraud and abuse. No commission is due on a payment that results from a breach of section 11, a fake or duplicate account, a stolen payment method, or a transaction we reasonably believe is fraudulent.

7. Hold, reversal and adjustments

7.1 Hold. Each commission is "Pending" for 30 days after the payment it arises from. After 30 days, if the payment has not been refunded or disputed, the commission becomes "Available".

7.2 Extended review. If we reasonably suspect fraud or abuse, we may keep a commission in review beyond 30 days, for up to a further 30 days, and will tell you why in the portal unless the law prevents us.

7.3 Reversal. If a payment is refunded in full or charged back, we reverse the whole commission arising from it. A partial refund reverses a proportionate part. Reversals are shown in your ledger with the reason. If the dispute is later decided in our favour and the money is returned to us, we restore the commission.

7.4 Amounts already paid. If a reversal arises after we paid the commission, the amount is deducted from your Available balance or from later payouts. If you have no balance and no future earnings, we may ask you to repay it; we do not debit any card or account of yours without your authorization.

7.5 Ordinary cancellation. A Referred Customer who cancels after paying keeps your earlier commissions intact; commission just stops accruing.

8. Statements and disputes

8.1 Your portal shows clicks, signups, Referred Customers (with a masked email), invoice-level commission and payout history. Figures are for the date range shown; recent months are incomplete.

8.2 If you believe a commission or attribution is wrong, tell us in writing within 30 days of the statement it appears on. We will review and answer. After 30 days the statement is final, except for a reversal under section 7 or a correction of our own error.

8.3 We may rely on our records and Stripe's as conclusive absent obvious error. We may inspect your marketing placements where reasonably necessary to confirm compliance.

9. Payouts

9.1 Request. When your Available balance is at least $50, you may request a payout of that balance in the portal. You do not choose a method in the portal. After your request, our billing team emails you to arrange payment, usually by bank transfer or another method we agree with you. Below $50 the balance carries forward.

9.2 Timing. We process payouts in a monthly run. A request received by the end of the 14th of a month (UTC) is paid by the end of that month. Your bank's or other provider's processing time comes on top. We do not promise a specific day.

9.3 Currency and fees. We pay in US dollars. We bear our own sending charges. You bear every fee, charge and conversion cost taken on receipt by your bank or any intermediary, and your taxes. We send the full commission amount unless the law requires us to withhold.

9.4 Information we need. To pay you we may require your legal name, contact details, payment details (collected by our billing team directly with you, outside the product) and, where the law requires, tax or registration details and an invoice. We may delay payment until we have them. We do not store bank details in the product.

9.5 Rejection. We may reject a request that does not meet this section or section 11, with a reason. A rejected request returns the amount to your Available balance.

9.6 Set-off. We may set off amounts you owe us under these Terms against amounts we owe you.

10. Taxes

10.1 Commission amounts are stated exclusive of VAT, GST, sales tax or similar taxes. You are solely responsible for your own income taxes, VAT/GST and other taxes arising from your participation in the program, including any required registrations, filings and payments.

10.2 If you are registered for VAT, GST or a similar tax, you must notify our billing team, provide your tax registration details and issue a valid tax invoice for any tax lawfully chargeable on your commission. We will pay that tax in addition to the commission where required by law and supported by a valid tax invoice. If you do not provide these details and a valid tax invoice, we will treat amounts payable as tax-inclusive to the extent permitted by law.

10.3 We may withhold or deduct any tax we are legally required to withhold or deduct, and will tell you the amount. We may request the tax and identity information needed to make payment lawfully and may delay payment until you provide it.

11. Prohibited conduct

You must not, and must not let anyone else:

(a) refer yourself, your company, any person or entity you control or pay for, or create or use fake, duplicate, aliased or recreated accounts to earn commission;

(b) use spam, unsolicited bulk or mass email or messages, or any promotion that breaks the laws of the country where you or your audience are;

(c) use cookie stuffing, forced or hidden clicks, pop-unders, hidden frames, auto-redirects, malicious or injecting browser extensions, or any method that sets a referral without a person knowingly following your link;

(d) without our prior written approval, bid on our brand in paid search or other paid placements: our name, the product name, our domain, or misspellings or variants of them, or "coupon", "promo" or similar words with them;

(e) run any other paid advertising for the Service without our prior written approval of the keywords, audiences, destinations and attribution ;

(f) make false, misleading or unsubstantiated claims about the Service, its price, its safety or what it can do; claim the Service is endorsed, certified or operated by Zoho, or by any AI client provider; or use claims we have not approved about accuracy, security or results;

(g) register or use domains, social handles or app names that imitate ours, or that contain Our Marks, without our prior written approval; or register or use domains, social handles or app names that imitate or contain Zoho's marks;

(h) post links on coupon or deal sites, or let a sub-affiliate or other person promote the Service for you, without our written approval;

(i) offer customers cash, gifts or commission rebates to sign up, or share your commission with them, without our written approval;

(j) promote the Service to people who have not agreed to hear from you, or use CRM data, client lists or contact data you obtained from clients' Zoho accounts to market to anyone;

(k) imply a customer's CRM data or activity is visible to you (it is not);

(l) interfere with the Service, our tracking or other Partners; or

(m) use the program in any way that breaches the law or the rules of a platform where you promote.

Consequences: we may withhold or reverse affected commission, suspend your links and account, or terminate under section 15.

12. Disclosure of your relationship

12.1 You must clearly disclose, next to each recommendation, that you may earn a commission if people buy through your link, in language ordinary people will understand and in the same medium as the recommendation: on screen and in the audio for video and podcasts, in the text of posts and emails, and not hidden in a footer, bio or link tree. Words such as "affiliate" or "paid partner" alone may not be enough.

12.2 This duty applies wherever your audience is. In particular, US advertising rules (the FTC Endorsement Guides) treat commissions and free or discounted services as a material connection, and may apply to posts made from outside the US. UK, EU and other rules may also apply. Your location in a country where you believe no rule applies is not a reason to omit disclosure.

12.3 Where you recommend the Service to clients you also advise, you must tell them you earn a commission from the introduction.

13. Brand, content and intellectual property

13.1 To the extent of the rights we are entitled to grant, we grant you a limited, revocable, non-exclusive, non-transferable licence during your participation in the program to use our product name and the brand assets we supply solely to promote the Service through the program under these Terms and in accordance with our brand guidelines supplied to you. We may update or withdraw any asset or require removal of any use at any time, and you must promptly comply.

13.2 "Our Marks" means ZSetup and the product branding we supply, excluding any trademarks owned by Zoho or another third party. You may not alter Our Marks or use them as part of a company or product name. Without our prior written approval, you may not bid on Our Marks or register or use a domain or social handle containing them. These Terms grant no licence to Zoho's or any other third party's trademarks. Any accurate plain-text reference to a third party must comply with applicable law and that party's rights; you must not use any third-party name, logo or trademark in a way that implies affiliation, sponsorship or endorsement.

13.3 You keep ownership of your own content. You give us a non-exclusive, royalty-free right to reference your name and link to your content in the program, but we will not publish your testimonial or logo without your permission.

13.4 All rights in the Service, supplied materials and trademarks remain with their respective owners. Except for the limited licence expressly granted in section 13.1, no other rights are granted to you.

13.5 You must include the following statement in your promotions of the Service: "Independent product by ZSetup, not affiliated with or endorsed by Zoho Corporation."

14. Data and confidentiality

14.1 What you see. The portal shows referral progress using a masked email address and status, not customer names, CRM data, plan content or activity. You must not try to identify, contact or profile Referred Customers using the program's data, and must not use it for anything but administering your account.

14.2 Your data. We collect and use your application, account, referral and payout information as described in the Privacy Policy and its partner section. We keep commission and payout records after account deletion where we need them for accounting, tax, legal and fraud purposes.

14.3 Confidentiality. Non-public information we give you (pricing not yet published, roadmap, Orders, portal data) is confidential. Use it only for the program and keep it protected, except as the law requires you to disclose.

14.4 Security. Keep your portal credentials secure and tell us promptly if you suspect misuse. You are responsible for activity under your account.

15. Term and termination

15.1 These Terms start when we approve you and continue until ended.

15.2 You may stop at any time by emailing partners@zsetup.com and ceasing to promote.

15.3 We may end your participation, or the program, with 30 days' notice for any reason, or at once for breach of section 11, 12 or 13, a false application, fraud, or risk to the Service or its users. We may suspend links immediately while we investigate. Paused and terminated partners retain portal reporting and access to payout requests.

15.4 What survives, unpaid commissions. On ordinary termination (notice by either side, or the program ending), Referred Customers already attributed to you keep earning commission to the end of each one's own Commission Period, and you may request your Available balance even if it is below $50. If we end your participation for cause, we may withhold or reverse commission arising from the breach and will pay the rest after review. After termination you must stop using Our Marks and remove links where you reasonably can, and we will redirect old links to the product home page without crediting you for new signups.

15.5 Sections that by their nature should survive, including 6 to 10, 11, 12, 13.4, 14.3, 16 to 19, survive termination.

16. Changes

16.1 We may change these Terms or the program (including rates, periods, thresholds and rules) by posting an updated version and giving notice by email or in the portal. We give at least 30 days' notice of a change that reduces your rights, where practical.

16.2 A change to the standard rate or period applies to Referred Customers attributed after the change takes effect (section 6.6). If you do not accept a change, you may end your participation under section 15.2 before it takes effect. Continuing to promote after the effective date means you accept it.

16.3 We may add or remove portal features and assets at any time.

17. Warranties, disclaimers, liability and indemnity

17.1 You warrant that your information is accurate, that you have the right to enter these Terms, and that your promotion complies with the law.

17.2 The program and portal are provided "as is" and "as available". We do not guarantee any level of referrals, customers, income or tracking accuracy, that links or the portal will be uninterrupted, or that the Service will remain available at any price or in any form. Any figures on our website are illustrations, not forecasts.

17.3 To the maximum extent permitted by law, we are not liable for indirect, incidental, special or consequential loss, or lost profit, revenue or opportunity. Our total liability to you under these Terms in any 12-month period is limited to the commission we paid or owed you in that period

17.4 You will defend and indemnify us and our owners, officers, employees and contractors against third-party claims, losses and reasonable legal costs arising from your promotion, your content, your breach of these Terms or the law, or any claim that you misdescribed the Service or implied an affiliation with Zoho or any other person.

18. Compliance

Each party will comply with applicable laws, including anti-bribery, sanctions and export rules. You will not offer anyone anything of value to improperly influence a decision to buy the Service.

19. Governing law and disputes

19.1 These Terms are governed by the laws of the Emirate of Sharjah and the federal laws of the United Arab Emirates, without regard to conflict-of-law rules, and any dispute will be brought exclusively in the courts of the Emirate of Sharjah, United Arab Emirates, except where applicable law gives you a non-waivable right to bring proceedings in your local courts.

19.2 Before starting proceedings, you agree to contact us and give us 30 days to try to resolve the matter informally.

20. General and contact

20.1 Entire agreement. These Terms, any Order, the Terms of Service and the Privacy Policy are the entire agreement about the program and replace any prior understanding.

20.2 Severability, waiver, assignment. If a provision is unenforceable, the rest continues. A failure to enforce is not a waiver. You may not assign these Terms without our consent; we may assign them to a successor of the Service.

20.3 Notices. We may give notice by email to your account address or in the portal. You may write to us at partners@zsetup.com.

20.4 Force majeure. Neither party is liable for delay caused by events outside its reasonable control.

20.5 Language. The English text controls.

Contact: Roman Shostak LLC, Sharjah Media City (Shams), Sharjah, United Arab Emirates · partners@zsetup.com.

Customer referral terms

1. What it is. Any signed-in customer can share an invite link or code. A new person who signs up through it (a "Friend") receives 30 days of Plus instead of the standard 14-day trial, with no card. When the Friend makes their first paid subscription payment, you (the "Sender") receive one reward.

2. Who qualifies. The Friend must be new to the Service: no earlier account, no recreated or aliased account. The Friend must sign up within 30 days of clicking your link, or enter your code within 7 days of creating their account if they signed up without a link. If a Friend has more than one referral link, the most recent eligible click before signup counts, including a partner link if its window is open. Credit is locked when the Friend creates their account and verifies their email, and cannot be changed afterward.

3. When you earn. You earn a reward when the Friend makes their first payment for a paid subscription (Plus, Pro or Max) within 90 days after their account was created. A signup, a trial or connecting Zoho does not earn a reward.

4. The reward. One reward equals one month of Plus. If you pay for a plan with Stripe, it is a $23 credit on your future subscription invoices, whatever plan you are on. If you do not, it is 30 days of Plus added to your account after any Plus time you already have. There is no waiting period.

5. Limits. You can earn up to 12 rewards in any rolling 12 months. Your Friend's offer does not depend on your limit. A reward has no cash value, cannot be transferred, sold or paid out, and does not extend beyond what is described.

6. Not eligible. You cannot refer yourself, an account you control, or anyone on the same Zoho organization as you. We do not give a reward where the Friend's account looks duplicate, fake or abusive, or where the invitation was sent by spam. Share only with people who would want to hear from you.

7. Refunds and chargebacks. If the Friend's first payment is refunded or charged back, we do not grant the reward; if it was granted and is unused, we remove it. We do not charge your card for a reward you already used.

8. Same acquisition, one reward. A Friend referred through a Partner's link earns the Partner commission, not a customer reward. A customer who becomes a Partner is rewarded under the Partner Terms for referrals made through the partner program, not under these terms.

9. Invitations by email. If you invite people by email, we send one email per address on your behalf, and no reminders. If we show a sender name, we use only the first name. You confirm you are entitled to invite them. We keep a suppression list for people who ask us to stop.

10. Privacy. You see limited progress for people you invited (masked email, status). If we display a sender name, the Friend sees only your first name. We record clicks, signups and payments to run the program; see the Privacy Policy.

11. Changes and ending. We may change, pause or end the feature on notice. Rewards already granted remain yours unless a term above applies. We may withhold or reverse rewards for abuse.

12. Contact. support@zsetup.com. Operator: Roman Shostak LLC, Sharjah Media City (Shams), Sharjah, United Arab Emirates. Independent product; not affiliated with or endorsed by Zoho Corporation.