Posted Date: January 17, 2025

These Zapier Ambassador and Affiliate Program Terms (the “Terms”) govern the terms and conditions under which eligible Zapier partners (each, a “Participant”) may participate in the Zapier Ambassador and Affiliate Program (the “Program”), refer Customers to the Service, and receive Referral Rewards.

Definitions

a. “Applicable Laws” mean all applicable foreign and domestic laws, governmental regulations, ordinances, and judicial administrative orders, including, but not limited to, trademark and copyright laws, ICANN policies and procedures governing domain names, the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act 2010, and applicable export control laws or regulations.

b. “Claims” mean any loss, damage, or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings.

c. “Customer” means a customer of the Service that has been referred to the Service by Participant and that has subsequently purchased a paid subscription to the Service.

d. “Effective Date” means the date when the Participant agreed to these Terms.

e. "Feedback" means feedback, comments, ideas, proposals, and suggestions for improvements, whether regarding the Service, or any other products, services, or business of Zapier.

f. “Partner Portal” means the Zapier-hosted portal for Participants located at zapier.partnerstack.com where Participants must register to participate in the Program.

g. “Qualified Referral” means Participant’s successful referral of a Customer meeting the criteria set forth on the Partner Portal.

h. “Participant Documentation” means Program information, requirements, and other terms located on the Partner Portal.

i. “Referral Rewards” mean the amounts that Zapier shall pay Participant for a Qualified Referral, which are a certain percentage of the total cost of the Customer’s subscription plan(s) actually received by Zapier from the Customer for a certain period of time, as set forth in the Partner Portal. For the avoidance of doubt, amounts other than the Customer’s subscription plan, such as add-on charges or taxes, will not be included when calculating the Referral Reward.

j. “Service” means Zapier’s cloud-based automation technology services available after logging into Customer’s Zapier Account (as defined below), Zapier APIs, and any updates, upgrades, modified versions, extensions, improvements, and derivative works of the foregoing.

k. "Subscription Term" means the period during which Customer has agreed to subscribe to the Service, including all applicable renewal periods.

l. “Zapier” means Zapier, Inc., a Delaware corporation.

m. "Zapier Account" means the account on the Service that Customer registers and opens in order to access and use the Service.

n. “Zapier Marks” means Zapier name, logos, artwork, or other brand features, including, without limitation, the marks listed on the Zapier Trademark Notice page located at: zapier.com/legal/trademark-notice.

o. “Zapier Materials” means promotional and marketing materials, training documentation, and other materials related to the Service.

1. Participant Eligibility Appointment; Registration; Marketing

a. Eligibility: Social media content creators and affiliates, who are at least eighteen (18) years old and who have been invited to apply or who have been approved to enter the Program by Zapier may become Participants.

b. Registration: To participate in the Program, Participant must be eligible as defined above in Section 1(a) and register for a Participant account on the Partner Portal or through such other registration processes as Zapier may communicate to Participant from time to time, and provide and maintain accurate, current, and complete account information. Participant is solely responsible for compliance with the Participant Documentation.

c. Marketing & Promotion: Participant may market, promote, and make referrals to the Service to Customers and potential customers in a professional and businesslike manner that does not damage either Zapier’s or the Service’s reputation. Participant shall not make any (i) false, misleading, or disparaging statements regarding Zapier, the Service, or its capabilities, features, functions, or performance, including without limitation in or during any marketing, publicity, and other activities under these Terms, or its relationship with Zapier; or (ii) any representation, warranty, or similar statement concerning the Service without Zapier’s prior written approval.

d. Referral Process: Participant will be entitled to receive Referral Rewards for each Qualifying Referral that subscribes to a paid Zapier account directly through the Participant’s custom PartnerStack referral link (the “Custom Referral Link”). Participant will not be entitled to any referral fee for any referral that does not subscribe to Zapier directly after using Participant’s Custom Referral Link or where the referral has already been provided to Zapier through other partner programs. The amount of the referral fee and the conditions for earning such fee are set out in the Partner Portal.

2. Payment of Referral Rewards; Costs; Taxes

a. Payment of Referral Rewards: Subject to their compliance with any terms set out in the Partner Portal Participants will receive Referral Rewards in the amounts specified in the Partner Portal. Qualifying Referrals will be assessed through the Partner Portal. Unless otherwise set out in the Program Dashboard, Referral Fees shall be calculated monthly, and any applicable Referral Rewards shall be paid to Participant by electronic payment within thirty (30) calendar days at the end of each month. Notwithstanding the foregoing, Zapier may withhold payments of Referral Rewards for a reasonable time to ensure that Participant’s sign-ups are valid and payments from Customers are legitimate as determined by Zapier in its sole discretion. In addition, Customer payments for subscriptions that are canceled or payments charged back for any reason, such as credit card fraud, do not qualify for Referral Rewards. Zapier reserves the right to change the Referral Rewards at any time, with such updates to be posted to the Partner Portal.

b. Participant Costs: Any costs related to Participant’s participation or performance of these Terms shall be borne solely by Participant. Zapier is not obligated or required to and shall not pay any compensation to Participant other than the Referral Reward.

c. Taxes: Zapier shall have no responsibility for determining, remitting, or withholding any taxes applicable to the Referral Reward, and Participant agrees to be solely responsible for payment of any associated taxes, or similar charges required by Applicable Law on the Referral Rewards paid by Zapier to Participant.

3. Term and Termination

a. Term: These Terms commence as of the Effective Date and thereafter will continue until terminated as provided herein (“Term”).

b. Termination for Cause: Either party may terminate these Terms upon written notice to the other party if the other party: (i) is in default of any obligation hereunder which default is incapable of being cured, or which, being capable of being cured, has not been cured within seven (7) days after receipt of written notice of such default; or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has been liquidated, voluntarily or otherwise.

c. Termination for Convenience: Either party may terminate these Terms for any reason or no reason at any time by providing the other party with five (5) days prior written notice of termination.

d. Effect of Termination: Notwithstanding any other provision of these Terms: (i) immediately upon termination, all rights granted to Participant hereunder shall terminate, and Participant shall have no right to continue as a Participant; (ii) the following provisions of these Terms and those specified as surviving provisions in these Terms, and all other provisions necessary to their interpretation or enforcement, will survive indefinitely after the expiration or termination of these Terms and will remain in full force and effect as applicable: Sections 3 (Term and Termination), 4(a) (Reserved Rights), 5 (Warranties), 6 (Indemnification), 7 (Limitation of Liability), 8 (Confidential Information), 9 (Compliance), 10 (Notices), and 12 (General); and (iii) Participant shall not, directly or indirectly, at any time for a period of one (1) year following the termination or expiration of these Terms, solicit, divert, or take away or assist any other person, firm or other entity in soliciting, diverting or taking away any Customer or prospective customer of the Company for the purpose of selling, performing, or providing services to that Customer or prospective customer.

e. No Damages for Expiration or Termination: Neither Zapier nor Participant shall be liable to the other for damages of any kind, including incidental or consequential damages, on account of the expiration or termination of these Terms. Participant waives any right to compensation or reparations on expiration or termination of these Terms, including, but not limited to, goodwill, prospective profits, or anticipated orders, or expenditures, investments, or other commitments made by either Zapier or Participant. The parties acknowledge that this Section has been included as a material inducement for Zapier to enter into these Terms and that Zapier would not have entered into these Terms but for the terms set forth herein.

4. Proprietary Rights, Permitted Uses, Personal Data; Feedback

a. Reserved Rights: Each party retains all rights not expressly granted under these Terms. Notwithstanding anything to the contrary in these Terms, Zapier and its licensors have and retain all right, title, and interest, including all intellectual property rights, in and to the Service, including all modifications, updates, upgrades, extensions, components, usage information, and all derivative works to the Service.

b. Use of Zapier Trademarks and Marketing Materials: As part of the Program, Zapier may make available to Participant the Zapier Materials for the sole and exclusive purposes of promoting the Service during the Term. Participant may not use any Zapier Mark in its business, brand, or product names. Participant shall comply with the Zapier Brand Guidelines located at brand.zapier.com and the Zapier Trademark Notice located at zapier.com/legal/trademark-notice, which Zapier may update from time to time. Failure to comply with this Section may result in immediate suspension or termination of Participant’s participation in the Program. All usage of the Zapier Marks by Participant shall inure to Zapier’s benefit. Participant shall not register, attempt to register or use in commerce (other than in compliance with this Section) any Zapier Marks or any mark confusingly similar thereto. Participant shall not assert any claim to the Zapier Marks (or any confusingly similar mark), or any goodwill associated therewith.

c. Use of Participant Logo & Trademarks: Zapier may identify Participant and use Participant’s logo and trademarks on Zapier’s website and in promotional and marketing materials to identify Participant as a Program Participant. Participant hereby grants Zapier a non-exclusive, royalty-free license to do so in connection with any marketing, promotion, or advertising of Zapier during the Term.

d. Personal Data: Zapier is not obligated to share with Participant any personal data of Customers (or any natural persons representing the Customers or providing services or work for them) who have created accounts with Zapier. If Participant wishes to keep personal data concerning Customers for Participant’s own internal use, Participant must obtain prior consent from the respective Customers directly.

e. Feedback: If Participant provides Feedback, Zapier may use it without restriction or compensation.

5. Warranties

a. By Participant: Participant warrants to Zapier that it: (i) has the legal power and authority to enter into these Terms; (ii) has obtained all licenses, authorizations, and permits to perform the rights and obligations herein; (iii) will diligently market the Service in compliance with these Terms; (iv) will not make any representation or warranties to any Customer that purport to be by or on behalf of Zapier or that are inconsistent with the Zapier Materials; and (v) is not entering into these Terms for the purpose of any benchmarking or competitive purposes.

b. By Zapier: Zapier warrants to Participant that it: (i) has the legal power and authority to enter into these Terms; and (ii) will use commercially reasonable efforts to provide the Service to the Customer.

c. DISCLAIMERS: EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ANY WARRANTIES GIVEN BY ZAPIER EXTEND SOLELY TO PARTICIPANT AND ARE NOT TRANSFERABLE. THESE DISCLAIMERS APPLY TO THE FULL EXTENT PERMITTED BY LAW.

6. Indemnification

Participant shall defend, indemnify, and hold Zapier harmless against any loss, damage, or costs (including reasonable attorneys’ fees) incurred in connection with Claims made or brought against Zapier: (a) based upon a representation made by Participant to such third party; or (b) based upon Participant’s breach or alleged breach of these Terms. Participant may not settle a Claim without the indemnified party’s prior approval if settlement would require Zapier to admit fault or take or refrain from taking any action. Participant may participate in a Claim with its own counsel at its own expense.

7. Limitation of Liability

a. LIMITATION OF LIABILITY: SUBJECT TO SECTION 7(D), IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL FEES PAID OR PAYABLE BY ZAPIER TO PARTICIPANT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT REGARDLESS OF THE THEORY OF LIABILITY.

b. CONSEQUENTIAL DAMAGES: SUBJECT TO SECTION 7(D), IN NO EVENT SHALL EITHER PARTY (AND/OR THEIR AFFILIATES, LICENSORS, OR SUPPLIERS) BE LIABLE TO THE OTHER PARTY UNDER THE SUBJECT MATTER OF THESE TERMS, UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND, INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, EVEN IF SUCH DAMAGES ARE FORESEEABLE.

c. FORM OF ACTION: THE PARTIES AGREE THAT THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 7 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

d. EXCEPTIONS: SECTION 7(A) AND (B) DO NOT APPLY TO: (I) PARTICIPANT'S BREACH OF SECTION 4 (PROPRIETARY RIGHTS, PERMITTED USES, AND FEEDBACK), SECTION 8 (CONFIDENTIAL INFORMATION), OR SECTION 9 (COMPLIANCE); (II) PARTICIPANT'S OBLIGATIONS UNDER SECTION 6 (INDEMNIFICATION); OR (III) EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

8. Confidential Information

a. Confidential Information: Each party (“Disclosing Party”) may disclose Confidential Information to the other party (“Receiving Party”) in connection with the Service. Confidential Information is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information. Confidential Information includes Participant Documentation. If something is labeled “Confidential,” that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

b. Protection and Use of Confidential Information: The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Service, provided, they are bound to confidentiality obligations at least as restrictive as those in these Terms; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Service and these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, such advisors are bound to confidentiality obligations at least as restrictive as those in these Terms.

c. Compelled Access or Disclosure: The Receiving Party may access or disclose Confidential Information of the Disclosing Party if required by law; provided, the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure.

9. Compliance

a. Business Practices: Participant represents and warrants that it will always conduct its performance under these Terms in keeping with professional standards of ethics and integrity. Participant further represents and warrants that it conducts its business in a manner that is free from unlawful, unethical, or fraudulent activity.

b. Anti-bribery: Participant represents and warrants that, it has not, and will not at any time, directly or indirectly, make payments or transfers of anything of value which have the purpose or effect of public, commercial, or other bribery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any advantage.

c. Laws and Regulations: Participant shall comply with all Applicable Laws, and shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to Zapier, Customers, the Service, or the public, as determined by Zapier. Participant shall promptly notify Zapier in writing upon becoming aware of any violations of Applicable Laws in connection with these Terms. If Zapier reasonably believes that Participant has breached its obligations under these Terms, including those set forth in this Section 9, Zapier may immediately terminate these Terms on written notice to Participant.

d. Effect of Breach: Any violation of this Section 9 by Participant will constitute a material breach of these Terms. In the event of such a violation, Zapier will have the right to terminate these Terms, without any liability whatsoever to Participant, immediately upon providing written notice of termination. Termination of these Terms by Zapier under this Section 9 shall be in addition to, and not in lieu of, Zapier’s other legal rights and remedies.

10. Notices

Except as set out herein, notices, requests, and approvals under these Terms must be in writing and will be deemed given upon delivery by email. Either party may update its address with notice to the other. Zapier may also send operational notices through the Partner Portal or by electronic mail to Participant's email address on record in Participant’s account.

11. Modifications to these Terms

As the Program evolves, Zapier may change these Terms. If Zapier makes a material change to these Terms, Zapier will provide Participant with reasonable notice prior to the change taking effect by emailing the email address associated with Participant’s account. The materially revised Terms will become effective on the date set forth in the notice. If Participant participates in referral activities contemplated by these Terms after that renewal date, such activities will constitute Participant’s acceptance of the revised Terms. Participant may review the most current version of these Terms at any time by visiting the Partner Portal.

12. General

a. Force Majeure: Neither Zapier nor Participant will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond its reasonable control, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

b. Assignment: Neither party may assign or delegate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in its entirety, without the other party’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

c. Severability; Waiver: If any provision of these Terms is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms.

d. No Third-Party Beneficiaries: These Terms do not create any right in favor of any third party.

e. Governing Law; Jurisdiction: These Terms are governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of laws principles. All disputes arising out of or relating to these Terms will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Wilmington, Delaware, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.

f. Entire Agreement: These Terms and the policies or terms expressly referenced and incorporated into these Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof. These Terms supersede all prior or contemporaneous discussions, proposals, and agreements between Participant and Zapier relating to the subject matter hereof.