Affiliate Program Agreement

This Affiliate Program Agreement ("Agreement") is entered into between 2morrow.ai, LLC, a Colorado limited liability company ("2morrow.ai", "we", "us"), and you ("Affiliate", "you"). By participating in the Zcope Affiliate Program (the "Program"), you agree to be bound by these terms.

Who you are contracting with. Zcope ("Zcope") is the software platform operated by 2morrow.ai, LLC. It is a product, not a legal entity, and it is not a registered trade name of the company. The party to this Agreement is 2morrow.ai, LLC. Where this Agreement says Zcope does something — pays you, withholds payment, terminates the Program — that means 2morrow.ai, LLC acting through the Zcope platform. Any legal or contractual notice must be addressed to 2morrow.ai, LLC at the address in Section 10; a notice addressed only to "Zcope" is not effective notice to us.

You and Zcope are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, agency, or franchise relationship. You have no authority to negotiate, bind, or conclude any contract on Zcope's behalf. Your sole role is to share trackable links to the Zcope platform. The relationship is non-exclusive for both parties.

Participation is by invitation. Zcope creates each Affiliate account; there is no self-service signup. Zcope may decline or discontinue any Affiliate's participation at its discretion, subject to Section 7.

2.1. Commission rate and duration. You earn a commission of 20% on Zcope SaaS subscription payments actually received by Zcope from a new, paying Zcope Publisher who signs up through your unique affiliate link (a "Referred Publisher"). The commission applies to payments made during the Referred Publisher's first 12 months of paid subscription, measured from their first successful payment.

2.2. What the commission does not cover. Commissions apply only to Zcope SaaS subscription fees. You do not earn a commission on digital products a Publisher sells to their own buyers, on any payment processing fees, or on taxes collected.

2.3. Basis of calculation. Commission is calculated on amounts actually received and retained by Zcope. Discounts, refunds, chargebacks, and sales taxes or VAT reduce the amount on which commission is due.

2.4. Maturation. A commission becomes payable only after both: the money-back or refund window for that payment has expired; and a minimum holding period of 30 days has elapsed since the payment was processed. A Publisher voluntarily waiving a trial or guarantee does not shorten the 30-day holding period. If a payment is refunded or charged back before maturation, the commission is void.

2.5. Attribution. Referrals are tracked using a first-party cookie with a 60-day lifetime. Where a visitor arrives from more than one affiliate link, the most recent link sets the cookie. Attribution is fixed at signup: once a signup has been recorded to an affiliate, a later link cannot reassign it. Zcope's server-side records are the sole and definitive source of truth for all attribution.

2.6. Consent-dependent tracking. For visitors in the European Economic Area and the United Kingdom, the tracking cookie is not set unless the visitor consents. A referral from such a visitor who declines consent cannot be tracked and will not be attributed to you.

2.7. Single tier. The Program is strictly single-tier. There are no sub-affiliate commissions, override commissions, or compensation for recruiting other affiliates.

2.8. Changes. Zcope may modify the commission rate, holding period, and payment terms on notice. Changes apply prospectively to new referrals; the rate for Publishers already referred is honoured for the remainder of their 12-month window.

3.1. Payments are made manually. Zcope does not operate an automated payout system. Zcope calculates matured commissions and arranges payment manually. Zcope will tell you the amount, the period it covers, and how it was calculated.

3.2. Payment method. The method is agreed between you and Zcope before the first payment. Zcope absorbs standard transfer fees; you are responsible for any currency conversion or receiving fees charged by your own bank or payment provider.

3.3. Information required before payment. Before Zcope makes any payment to you, you must provide the information Zcope reasonably requires to pay you lawfully. This includes your legal name and address, your payment details, and a completed Form W-9 (United States persons) or Form W-8BEN / W-8BEN-E (non-United States persons). Zcope may withhold payment until this information is provided, and may decline to pay any person or entity it is prohibited from paying under applicable sanctions or export-control law.

3.4. Minimum payment threshold. Zcope may accumulate commission until it reaches a reasonable minimum before making payment. Amounts below that minimum carry forward to the next payment.

3.5. A statement, not a balance. Zcope provides an online statement showing the commissions recorded for you and their current state. That statement is a record of what Zcope owes you; it is not a withdrawable balance and does not represent money held on your behalf. Commission is an obligation to pay for services rendered.

3.6. Clawback. If Zcope refunds a payment or suffers a chargeback after a commission on that payment has been paid to you, Zcope may deduct that amount from future commissions, or require repayment if no future commission arises.

3.7. Taxes. You are solely responsible for reporting and paying all taxes on your commission earnings. You consent to receive any tax documents Zcope is required to issue by electronic delivery.

A breach of this Section is a material breach and grounds for immediate termination and forfeiture of unpaid commissions.

4.1. FTC disclosure. If you promote Zcope in the United States or to a United States audience, you must comply with the FTC's Endorsement Guides. You must conspicuously disclose that you earn a commission, close to your affiliate link, in a way that is clear, unavoidable, and visible before a user clicks.

4.2. No deceptive claims. You must not make false, misleading, or deceptive claims about Zcope, and must not make earnings guarantees or income claims of any kind.

4.3. No spam or artificial tracking. You must not send unsolicited bulk email. You may promote Zcope by email only to recipients who gave you express opt-in consent. You must not use cookie stuffing, pop-unders, hidden iframes, or incentivised clicks to generate tracking cookies.

4.4. No self-referral. You may not refer yourself, entities you own or control, your employees, or immediate family members. Commissions generated by self-referral are void. Zcope reviews referrals before payment and may void any referral it reasonably determines to be a self-referral or a related-party referral.

4.5. Trademarks and paid search. You receive a limited, revocable, non-exclusive licence to use the Zcope name and logo solely to promote the platform truthfully. You must not bid on Zcope trademarked terms or misspellings in paid search, impersonate Zcope, or present your site as an official Zcope property.

5.1. Zcope does not disclose Referred Publisher identity. Zcope will not share the name, email address, or other identifying details of a Referred Publisher with you. Where Zcope reports on your referrals, it reports aggregate figures only — counts, dates, and commission amounts.

5.2. No self-service reporting today. The Program does not currently provide an affiliate portal or dashboard. Zcope reports your referral activity to you directly on a periodic basis or on request. If Zcope introduces a portal, Section 5.1 continues to apply to it.

5.3. No re-identification. You must not attempt to de-anonymise, cross-reference, or re-identify any Referred Publisher from information Zcope provides.

5.4. Your own compliance. You are responsible for the lawfulness of your own promotional activity, including any consent, disclosure, or privacy obligations that apply to your audience and your own mailing lists.

You accept this Agreement electronically. Zcope records the version you accepted, the date and time, and technical details of the acceptance, and retains that record as evidence of the agreement between us. Zcope may require you to accept a revised version before further commissions accrue.

7.1. At-will termination. Either party may terminate this Agreement at any time, for any reason, on written notice.

7.2. Termination without cause. If Zcope terminates without cause, you continue to receive matured commissions for Publishers already referred, for the remainder of their respective 12-month windows.

7.3. Termination for cause. If Zcope terminates for cause — including fraud, breach of Section 4, spamming, or self-referral — you forfeit all rights to unpaid commissions, matured and unmatured, and your participation ends immediately.

7.4. Survival. Sections 3.6, 3.7, 5, 8 and 9 survive termination.

8.1. Provided as is. The Program, the affiliate links, and the tracking system are provided "AS IS". Zcope makes no warranty as to the availability or accuracy of tracking, or as to your potential to earn any amount.

8.2. Tracking failure. Zcope is not liable for referrals that are not tracked, including where a visitor blocks or clears cookies, declines consent, uses a different device or browser, or where tracking otherwise fails.

8.3. Liability cap. To the maximum extent permitted by law, Zcope's aggregate liability arising out of this Agreement will not exceed the total commissions paid or payable to you under this Agreement in the twelve (12) months immediately preceding the claim.

8.4. Indemnification. You will indemnify and hold Zcope harmless against any claim, damage, or fine arising from your promotional activities, your breach of Section 4, or your breach of this Agreement.

This Agreement is governed by the laws of the State of Colorado, without regard to its conflict of law provisions. Any dispute arising from this Agreement will be resolved by binding arbitration administered by the American Arbitration Association, seated and conducted in Denver, Colorado. You and Zcope agree that any proceeding will be conducted on an individual basis only, and each waives any right to participate in a class or representative proceeding. Either party may seek injunctive or equitable relief in a court of competent jurisdiction.

Zcope is operated by 2morrow.ai, LLC, a Colorado limited liability company.

Notices under this Agreement must be addressed to the company, not to the platform:

2morrow.ai, LLC 2730 S Wadsworth Blvd, Ste B #1013 Denver, CO 80227 United States

Questions about this Agreement: legal@zcope.app