Affiliate Agreement
Version v4-2026-08-20
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 a flat 25% commission on every referred Customer's paid subscription — the same 25% across all plan tiers (Lite, Pro, Platinum, Diamond, Hotels, Hotels+) and for all Affiliates, with no tier-based, time-based, or performance-based variation. The commission is 25% of the amount the Customer is actually charged for the subscription: after any coupon or discount, and excluding VAT or sales tax, which Thmenu collects on behalf of the tax authority and remits to it. Stripe processing fees are not deducted from the commission base — Thmenu absorbs them. **Commission Duration (lifetime):** Commission is earned for the entire lifetime of each referred subscription — you keep earning 25% on every payment for as long as the referred Customer remains on a paid plan, with no time cap. Each referral earns independently for the life of that subscription. 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 annual subscription, applicable for the entire duration of the subscription. During the founding-year promotion (50% off, until 1 January 2027) the founding discount applies in place of the 5% referral discount — the two do not stack — and the Affiliate still earns commission on the discounted invoice; the 5% referral discount applies to referred subscriptions started after the founding promotion ends.
4. Payout Schedule
All Thmenu plans are billed annually. Commission on each annual payment is released in 12 equal monthly slices — one twelfth per month while the subscription remains active — and each slice becomes withdrawable 15 days after it accrues, which covers the refund window. 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 are grounds for immediate suspension or termination. Where a violation is established, we withhold the commission <strong>attributable to the violating activity</strong> — for example the referrals obtained through it — and any commission genuinely earned outside that activity is still paid to you. We do not forfeit a whole balance as a penalty: (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 Act §5 (the FTC Endorsement Guides, 16 CFR Part 255, are interpretive guidance rather than a directly penalty-bearing rule; civil penalties reach undisclosed endorsements through §5(m)(1)(B) after a Penalty Offense notice), EU UCPD 2005/29, the UK CAP Code (rules 2.1, 2.3 on recognisability and 3.50 on endorsements), and Türkiye's Ticari Reklam ve Haksız Ticari Uygulamalar Yönetmeliği m.13; (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 the commission attributable to the conduct that led to the ban; commission earned outside it remains payable. "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 holds a balance below the USD 50 minimum withdrawal amount, we may close the account. <strong>We do not keep the residual balance.</strong> We will contact you at your registered address first and pay the balance on request regardless of the minimum; anything still unclaimed is handled as unclaimed property under the New Mexico Uniform Unclaimed Property Act (NMSA §7-8A) rather than retained by the Company.
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 a competent alternative dispute resolution body (the EU ODR platform closed on 20 July 2025 — find a body via eccnet.eu), or before the Türkiye Tüketici Hakem Heyeti.