Affiliate Agreement
Version v1-2026-05-13
1. Definitions
"thMenu" or "Company" means Synaltix LLC, a New Mexico limited liability company that operates the thMenu SaaS platform. "Affiliate" means an individual or entity who has registered for the thMenu Affiliate Program. "Coupon Code" means a unique THM-XXXXXX code issued to the Affiliate. "Restaurant" means a paying customer who subscribes to thMenu using the Coupon Code or referral link.
2. Commission
The Affiliate earns 20% (twenty percent) of every successful payment made by Restaurants who subscribed using the Affiliate's Coupon Code, for the entire duration the subscription remains active ("lifetime commission"). Commission is calculated on invoice subtotal (excluding tax and after promotional discount). Commission may go negative if a Restaurant's payment is refunded or charged back. The Affiliate must repay or have offset against future earnings any negative balance.
3. Restaurant Discount
Restaurants signing up with the Affiliate's Coupon Code receive a 5% (five percent) discount on their thMenu subscription, applicable for the entire duration of the subscription. The discount applies to both monthly and annual plans.
4. Payout Schedule
Commissions on monthly-plan payments become available 15 days after each successful payment. Commissions on yearly-plan payments are distributed over 12 months (one twelfth released per month while the subscription remains active). The minimum withdrawal amount is USD 50.00. Withdrawals are limited to a maximum of 2 (two) per calendar month. Wise transfer fees are borne by the Affiliate.
5. Tax Responsibility
The Affiliate is solely responsible for declaring and paying any taxes due on commission income under the laws of their country of residence and citizenship. The Company has no withholding or remittance obligation on behalf of the Affiliate, except where required by US law (1099-NEC for US persons earning USD 600+ per calendar year, after collecting a W-9 substitute declaration). Non-US Affiliates must accept a W-8BEN substitute declaration to certify non-US status.
6. Prohibited Conduct
The following are strictly prohibited and grounds for immediate suspension or termination, with forfeiture of all unpaid balance: (a) Self-referral (using one's own Coupon Code to register as a Restaurant); (b) Brand bidding (running paid ads on or bidding on search terms containing "thMenu", "th-menu", "thmenu.com", "Synaltix", "Synaltix LLC", and any close variant, transliteration or typo such as "themenu" or "tmenu", in any search engine, ad network, social-media advertising platform, or marketplace internal search); (c) Posting the Coupon Code on coupon aggregator websites (RetailMeNot, Honey, Capterra coupon pages, etc.); (d) Misrepresenting the relationship between the Affiliate and thMenu; (e) Sharing the link on illegal, adult, hate-speech, or otherwise reputation-damaging platforms; (f) Failing to disclose the affiliate relationship in EVERY promotional posting, video, story, livestream, blog post, email, podcast or other content where the Coupon Code or referral link appears. Minimum disclosure standard: - Written content (blog, email, captions): "Disclosure: I earn a commission if you sign up with my code. This does not change your price." - TikTok / Instagram Reels / YouTube Shorts: visible on-screen overlay AND first-line caption: "#ad #thMenuAffiliate". - Live streams: verbal disclosure within the first 30 seconds AND text overlay throughout. - Email marketing: subject line OR preheader OR top of body must contain "[Ad]" or "[Sponsored]" (or the local equivalent — "Werbung" in DE, "Reklam" in TR per RTÜK 2023, "Annonse" in NO). - Direct messages / Stories: each individual post carries the disclosure even if previously disclosed in a parent post. Affiliates operating in the EU, UK, Türkiye or US must follow whichever jurisdiction has the highest standard. Non-disclosure triggers immediate suspension and may give rise to personal liability under FTC §5, the FTC Endorsement Guides 16 CFR Part 255 ($50,120 per violation civil penalty), AB UCPD 2005/29 + DSA Art. 26, ASA CAP Code §3, RTÜK Ticari İletişim Yönetmeliği, AGCM IP130/2018; (g) Selling, transferring, or assigning the Affiliate account to any third party; (h) Audit cooperation: Synaltix LLC may, on 24 hours' notice, request URLs or links to active promotional content for review. Material non-compliance with clause (f) triggers a 7-day cure period; uncured violations result in termination and clawback of pending commissions.
7. Account Status
The Affiliate account has the following states: pending → active → suspended → banned → deleted. The Company may transition an account to "suspended" pending investigation of suspected violations, during which time payouts are halted but commissions continue to accrue. "Banned" accounts forfeit unpaid balance. "Deleted" accounts have personal data scrubbed (anonymization); financial records are retained for 7 years to satisfy IRS / tax-audit obligations.
8. Refunds & Clawbacks
If a Restaurant receives a refund or initiates a successful chargeback (dispute outcome = "lost"), the corresponding pro-rata commission is reversed. If the Affiliate has already been paid out, the balance enters a negative state and is offset against future earnings. The Company reserves the right to invoice and pursue collection of negative balances that exceed USD 100 if the account becomes inactive for more than 12 months.
9. Dormancy
If an Affiliate account remains inactive (no new Restaurant signups) for 12 consecutive months AND has a balance below the minimum withdrawal amount (USD 50), the Company may close the account and zero out the residual balance.
10. Modification
The Company reserves the right to modify these terms — including commission rates, discount percentages, and payout periods — by giving at least 30 days' advance notice via email and on this page. Continued participation in the Affiliate Program after the notice period constitutes acceptance of the modified terms.
11. Limitation of Liability
The Company's total liability to the Affiliate under or in connection with this Agreement is limited to the total amount of commissions earned by the Affiliate in the 12 months immediately preceding the event giving rise to the claim. The Company is not liable for indirect, incidental, consequential, special, or punitive damages.
12. Governing Law and Forum
This Agreement is governed by the laws of the State of New Mexico, USA, without regard to its conflict-of-law principles. The exclusive forum for B2B affiliates is the state or federal courts in Albuquerque, New Mexico. However: if you qualify as an EU/UK/Türkiye consumer-status affiliate (i.e. you participate without commercial intent and earnings are incidental), your rights under your country's mandatory consumer-protection statute — Rome I Reg. 593/2008 Art. 6, Brussels Ia Reg. 1215/2012 Art. 17-19, UK Consumer Rights Act 2015 §74, TR 6502 sayılı TKHK md. 56 — are NOT waived by this section. You may file claims in your home country's consumer court, before the European Online Dispute Resolution platform (https://ec.europa.eu/consumers/odr), or before the Türkiye Tüketici Hakem Heyeti.