Affiliate Agreement

This Affiliate Agreement (the "Agreement") sets out the terms you accept when you join the VineSeat affiliate program and earn commission for sending guests to wineries on VineSeat. It's written in plain language so it's easy to understand before you commit.

1. What the program is

VineSeat gives you tracked links, embeds, and QR codes you can use to send guests to wineries that book through VineSeat. When a guest you referred completes a qualifying booking, you earn a commission. VineSeat handles the tracking, the payout, and the winery relationship; you bring the audience.

2. Commission and network fee

• The winery sets a gross commission rate between 15% and 25% of the booking's pre-tax subtotal.
• VineSeat retains a network fee out of that commission — currently 20% of the commission for affiliates joining under this program — and pays you the remainder (your "net"). So at a 20% gross rate you net 16% of the subtotal; you keep 80% of the commission.
• Your exact gross rate and net payout are always shown in your affiliate dashboard. Some earlier affiliates may operate under different terms; your dashboard is the source of truth for your account.
• The network fee comes out of the commission, not out of the winery — the winery's all-in cost is unchanged.

3. Attribution

• Commission is awarded on a last-click basis with a 30-day tracking window from the guest's click on your link.
• Commission is calculated on the pre-tax subtotal of the booking.
• Commission is earned only on completed bookings — a booking counts once the guest's visit has occurred (see Payout below).

4. Payout

• Payouts are made through Stripe Connect Express. You must complete Stripe onboarding (identity and bank details) before any payout can be sent.
• Payouts are visit-gated: a commission accrues at booking and is released after the guest's visit, alongside the winery's payout.
• If a booking is refunded or charged back, the related commission is reversed (clawed back) from your balance.
• A minimum payout threshold may apply before a transfer is sent; any balance below the threshold carries forward.

5. Taxes

• You provide a W-9 (or the applicable tax form) at onboarding.
• For US affiliates, VineSeat issues a 1099-NEC when annual earnings reach the IRS reporting threshold ($600/year).
• You are responsible for the taxes on your commission income.

6. Disclosure and conduct

• FTC disclosure. You must clearly disclose the paid relationship wherever you promote (e.g., "affiliate link"), as required by 16 CFR Part 255.
• Prohibited practices. You may not: bid on VineSeat or winery trademarks in paid search; use spam, incentivized clicks, or coupon-stuffing; self-refer or commit fraud; or misrepresent VineSeat or any winery.
• You promote VineSeat and the wineries honestly and in line with their brand and any guidelines we provide.

7. Relationship

You are an independent contractor. This Agreement does not make you an employee, agent, partner, or joint venturer of VineSeat or of any winery, and you may not represent yourself as one or enter commitments on their behalf.

8. Changes to these terms

VineSeat may modify these terms with notice. Material changes — anything affecting your commission, the network fee, payout timing, or termination — will require you to re-accept the updated terms before continuing in the program. How we give notice depends on the change: for material changes we email the address on your account and require re-acceptance; for minor, non-material updates (clarifications, formatting, or contact details) we post the revised version with an updated effective date and do not require re-acceptance.

9. Termination

• Either party may end this Agreement at any time.
• Commissions already earned on completed visits are still paid out.
• In-flight clawbacks on refunds or chargebacks survive termination.
• On termination you stop using VineSeat links, embeds, and marks.

10. Liability, indemnification, and disputes

• VineSeat's aggregate liability for any claim is limited to the commissions paid to you in the twelve months preceding the claim, with mutual carve-outs for intellectual-property infringement, breach of confidentiality, and gross negligence or willful misconduct.
• You indemnify VineSeat against claims arising from how you promote (including your content and any failure to disclose). VineSeat indemnifies you against platform intellectual-property claims.
• Governing law: California. Disputes over $10,000 go to binding individual arbitration; smaller disputes are eligible for small claims court.