Ambassador Agreement สัญญาแอมบาสเซเดอร์

1. Introduction and Parties

VIZNEO (UEN 53440894W), a business registered in Singapore ("CheersFriends," "we," "our," "us"), and you, the Ambassador, enter into this Ambassador Agreement to govern your participation in the CheersFriends Ambassador Programme.

The Programme allows you to earn cash commission on subscriptions purchased by friends you refer to the CheersFriends platform. This agreement is governed by the laws of Singapore (see section 14).

2. Ambassador Status

Appointment: You become an Ambassador when CheersFriends names you as one through the app. You may be removed from the Programme at any time, at CheersFriends' sole discretion, and will stop earning new commissions immediately. Commissions earned before removal are not affected (see Section 10).

Badge and Rewards: The Ambassador badge is shown whether or not you accept this agreement. What you earn for the friends you invite as an Ambassador is cash commission under this agreement, not coins. A friend who joins through your referral link may receive welcome coins from CheersFriends; those belong to the friend. Cash commission requires your acceptance of the current version of this agreement and your confirmation that you live in Thailand.

3. Cash Commission Terms

Eligibility: You are eligible to earn cash commission only if:

• You have accepted the current version of this agreement in the app;
• You have confirmed that you reside in Thailand;
• You are not suspended or banned by CheersFriends;
• The referred friend is not suspended or banned;
• The referred friend joined through your referral link after you became an Ambassador.

3.1 Commission Calculation

Your Rates: The percentage depends on the plan the referred friend pays for (Premium or VIP), and is a percentage of the subscription amount the friend actually pays, excluding tax. The rates for your account are set by CheersFriends and shown in the app: on the screen where you accept this agreement, and afterwards under "Your Rates". Unless a personal rate has been set for your account, the standard rate applies (at the date of this version, 20% for both plans). The rates and schedule shown to you when you accept are recorded with your acceptance.

Personal Rate: CheersFriends may agree a different commission rate with you, for one plan or for all plans. The agreed rate will be displayed in the app. Any rate change applies to payments made after the change; commissions on earlier invoices use the rate in effect at the time of payment.

Rate for a Particular Friend: CheersFriends may also set a different rate for a particular friend you referred. That rate then applies to that friend's payments instead of your plan rate. Your statement shows the rate used on every line.

Calculation: Commission is calculated as: (subscription amount paid, excluding tax) × (commission percentage) ÷ 100, rounded down to the nearest cent. Stripe processing fees are not deducted from the base.

First-Payment Bonus: For each friend you refer, you also earn a one-off bonus (at the date of this version, US$2.00) on that friend's first payment that earns you commission. The bonus is shown in the app under "Your Rates", is paid once per friend, and becomes payable after the same hold period as commission (Section 4). If that payment is refunded or charged back, the bonus is taken back in proportion, as with commission. The bonus is paid only in US dollars, and CheersFriends may change it for later friends by showing the new amount in the app; a change never affects a bonus already recorded.

Currency: Commissions are calculated in the subscription's currency (currently USD) on the payment date.

3.2 Commission Over Time

You earn your full rate on a referred friend's payments for the first 12 months, counted from the month of their first paid invoice.

After that, as long as the friend keeps paying, commission continues at a reduced share of your rate, following the commission schedule shown in the app. The share steps down over time and may reach zero, after which that friend's payments earn no commission, even if you remain an Ambassador.

This schedule applies unless something different has been agreed with CheersFriends. CheersFriends may change the schedule; a change applies to payments made after it is shown in the app, and never to commission already recorded.

Extending Your Commission Period: You can ask CheersFriends, with "Ask to extend" in the app, to extend how long you earn commission on your friends' payments. If CheersFriends agrees, your own schedule is shown in the app under "Your Rates", with the date it was set. It extends this agreement for you: it replaces the standard schedule for your friends' payments made after it is shown, and you do not need to accept the agreement again. CheersFriends decides each request and does not have to agree to it.

Plans Paid in Advance: When a referred friend pays for several months at once (for example, a 3-month or 12-month plan), commission is calculated on the full amount when it is paid. The months that payment covers count toward the schedule above: each covered month earns the share of your rate that applies to it, and the payment earns the average of those shares. A payment that is later refunded reduces the commission in proportion, as with any other payment.

3.3 One Level Only

You earn commission only from friends you directly refer. You do not earn commission from friends referred by those friends, or from anyone further down a chain.

3.4 Excluded Invoices

You earn no commission on:

• Your own subscription payments (self-referrals);
• Invoices paid with a payment method registered to you;
• Friends who were already members before you became an Ambassador;
• Fraudulent or spam referrals, as determined by CheersFriends.

4. Hold Period and Payment Timing

Hold Period: Commission becomes payable 30 days after the invoice payment. This hold period allows for refunds and chargebacks to be processed. Any refund or chargeback received within this window will reverse all or part of the commission.

Refunds and Chargebacks: If a referred friend receives a refund or a chargeback is filed, a negative entry is added to your ledger. If the refund exceeds the hold period, it is deducted from your next payout balance.

Monthly Payout and Minimum: Your payable commission accumulates. CheersFriends pays out once a month, and only when your payable balance has reached the minimum (currently US$10.00, as shown in the app). A balance below the minimum, or one for which you have not yet given a payout method, carries over to the next month; nothing is lost.

5. Payment Method and Currency Conversion

How You Are Paid: CheersFriends pays commission through Wise, a regulated payment service, to one of the following, which you choose in the app:

• Your Wise account, identified by the email address registered with Wise (recommended), or by your Wisetag; or
• Your Thai bank account, identified by the bank, the account name and the account number.

The account must be in your own name. Only ambassadors who live in Thailand can be paid. You can change your payout method in the app at any time; a change applies to payouts prepared after it.

Your Payout Details: CheersFriends stores the payout details you enter, uses them only to pay you, and shows them in full only to the staff who prepare payouts. The app shows them to you masked (for example, the last four digits of an account number). If a payment fails because the details are wrong, it returns to CheersFriends and is paid the following month once you have corrected them.

Currency Conversion: Commission is calculated in US dollars and paid in Thai baht (THB). The exchange rate used is fixed when the payout is prepared and shown on your statement with both amounts.

Transfer Fees: CheersFriends pays Wise's fees for sending the payment. Your own bank or Wise account may charge for receiving money; that is your responsibility.

6. Ledger and Statement

You can view your complete commission ledger in the app at any time, showing:

• Each earned commission line (date, the plan paid for, amount, commission %) — without naming the member;
• Any reversed lines due to refunds or chargebacks;
• Payment status (pending, payable, being paid, or paid);
• How many members joined through you, how many are paying, and a forecast of what current paying members earn you each month.

Payouts are recorded with a Wise reference number for audit and verification.

7. Taxes and Declarations

You Declare and Pay Your Own Tax: Commission paid to you is income on which you, not CheersFriends, are responsible for Thai tax. In particular:

• Commission is assessable income under the Thai Revenue Code. Depending on your circumstances it may fall under Section 40(2) (fees and commissions for work or a service) or Section 40(8) (income from a business). Which one applies to you is for you and your own adviser to decide;
• You declare it in your annual personal income tax return (P.N.D. 90 or P.N.D. 91) for the calendar year in which you were paid, by the Revenue Department's deadline (usually 31 March of the following year), and pay any tax due. Whether you must also file a half-year return (P.N.D. 94), or anything else, depends on your own situation, and you must check it yourself;
• If your business income exceeds the VAT registration threshold (currently THB 1.8 million a year), registering for and charging VAT is your responsibility.

No Withholding by CheersFriends: CheersFriends is run by VIZNEO, a business registered in Singapore, and pays you from outside Thailand. It does not withhold Thai tax and does not issue a withholding tax certificate (50 Tawi). The amounts paid to you are the full commission, less nothing but what this agreement states.

Yearly Summary: Every January, CheersFriends gives you a summary of all commission paid to you in the previous calendar year — dates, amounts in USD and THB, exchange rates and Wise references — for your tax return. Your statement in the app shows the same at any time.

Stamp Duty: Whether Thai stamp duty applies to this agreement on your side is for you to check, and paying any duty due in Thailand is your responsibility.

Your Tax Identification: CheersFriends does not ask for or collect your Thai national ID or tax ID number.

8. Independent Contractor Status

By accepting this agreement, you understand and agree that:

• You are an independent contractor, not an employee, agent, partner, or joint venturer of CheersFriends.
• You set your own schedule, methods, and means of promoting the CheersFriends programme.
• You are not entitled to employment benefits, including health insurance, retirement plans, or paid leave.
• There is no exclusivity requirement — you may promote other services and products.
• CheersFriends has no authority to direct the day-to-day details of your work.
• You are responsible for all equipment, materials, and expenses related to your promotion activities (unless CheersFriends agrees otherwise in writing).

9. Authority and Representations

No Authority to Bind: You have NO authority to:

• Sign contracts or agreements on CheersFriends' behalf;
• Accept payments on CheersFriends' behalf;
• Make promises, representations, or commitments about features, pricing, or terms on CheersFriends' behalf;
• Represent that you work for CheersFriends (you are a member and an independent contractor, not an employee or a partner).

Any unauthorized representation may result in immediate termination of this agreement and, if applicable, the suspension or closing of your account.

Your Representations: You represent that you are of legal age (18 years or older) and have the legal authority to enter into this agreement.

10. Promotion and Conduct

Honest Promotion: You agree to promote the CheersFriends platform truthfully and ethically. Specifically, you will:

• Disclose the Relationship: In all promotional content, clearly and visibly disclose that you are an Ambassador earning commission. Use hashtags such as #ad, #sponsored, or the Thai equivalent #โฆษณา when appropriate under Thai and Singapore advertising rules.
• No Misleading Claims: Do not make false or misleading claims about earnings, features, pricing, or the likelihood of earning commission.
• No Spam: Do not spam, flood messaging systems, or use manipulative tactics to drive referrals. Respect all platform terms of service (LINE, Facebook, Instagram, etc.).
• Age Restrictions: The CheersFriends platform is for users 18 years and older. Do not target promotion toward, or accept referrals from, anyone under 18.
• Platform Rules: Comply with all rules and terms of service of any platform you use to promote CheersFriends (LINE, Facebook, Instagram, etc.). Do not bid on paid ads using the CheersFriends brand name.
• App Store Compliance: Do not make claims about coin purchases or pricing in a way that breaches app store rules or policies.

Violation of these standards may result in immediate suspension or removal from the Programme.

11. Suspension and Termination

11.1 Termination by You

You may terminate this agreement at any time by notifying CheersFriends in the app or by email to [email protected]. Upon termination:

• You will stop earning new commissions immediately.
• Commissions already earned and past the 30-day hold period will be paid in the next monthly payout cycle.
• Commissions earned but still within the hold period will be paid once the hold expires and the next payout is prepared.
• You will no longer be an Ambassador.

Deleting your account: If you delete your CheersFriends account, any commission not yet paid to you is not released, because your payout details are deleted with the account. Before you delete it, contact [email protected] (or an admin) to receive your final payment.

11.2 Termination by CheersFriends

CheersFriends may suspend or terminate this agreement, and remove you as an Ambassador, at any time for any reason, including but not limited to:

• Promotion that violates Section 10 (truthfulness, spam, harassment);
• Fraud or suspicious referral patterns;
• Breach of this agreement;
• Violation of CheersFriends' Terms & Conditions or Child Safety Standards;
• Suspension or closure of your CheersFriends account;
• Any action or content that harms CheersFriends' reputation or safety.

Upon termination by CheersFriends:

• You will stop earning new commissions immediately.
• Commissions already earned and past the 30-day hold period will be paid in the next monthly payout cycle (unless CheersFriends determines fraud or willful misconduct, in which case CheersFriends may withhold or recover payments at its discretion).
• You may appeal a suspension by contacting [email protected].

11.3 Dispute Resolution

If you believe CheersFriends has wrongfully suspended or terminated this agreement, you may request review by emailing [email protected] with details. CheersFriends will review your request and respond within 30 days. If it is still not resolved, section 14 applies.

12. Changes to This Agreement

CheersFriends may update this agreement at any time. If a new version is published:

• You will be notified in the app.
• The new version will not affect commissions already earned.
• To continue earning cash commission, you must accept the new version in the app.
• Commissions earned while you have not accepted a new version will be recorded but not paid out until you accept.

Your use of the Programme after a change is posted constitutes acceptance of the updated agreement.

13. Data, Privacy, and Wise Payments

Data We Collect: We collect and store:

• The version of this agreement you accepted and the date of acceptance;
• Your payout details: your Wise email or Wisetag, or your Thai bank, account name and account number;
• Your complete commission ledger (amounts, plans, dates, payment status);
• Your confirmation that you reside in Thailand.

Referred members' privacy: The app shows you how many members joined through you, how many of them are paying for a plan, and what you earn in total. It does not tell you which members pay or which plan any member chose, and you must not ask CheersFriends for that information.

Wise as a Processor: We share your name, payout details and the amounts paid with Wise to facilitate payment transfers. Wise is a third-party processor and is responsible for the security and privacy of your information once it is in their hands. For more information about how Wise handles your data, please review Wise's Personal Customer Privacy Notice for Thailand.

Retention: Because VIZNEO is registered in Singapore, we keep business records as Singapore law requires. Your agreement acceptance records, your commission ledger and the record of each payment we made to you (date, amounts, exchange rate, Wise reference, and the name and masked account it was paid to) are kept for 5 years after the end of the year they relate to, even if you leave the Programme or delete your account. Your full payout details (Wise email, Wisetag or bank account number) are kept only while you have an account and are deleted when you delete it. Once you have left the Programme and received your last payment, you can also ask us to delete them sooner.

Privacy Laws: Your information is handled in accordance with:

• Singapore's Personal Data Protection Act 2012 (PDPA);
• Thailand's Personal Data Protection Act B.E. 2562 (2019) (PDPA);
• All applicable international privacy principles.

For full details, see our Privacy Policy.

14. Governing Law and Jurisdiction

This agreement is governed by and construed in accordance with the laws of Singapore, where VIZNEO is registered. The courts of Singapore have jurisdiction over any dispute arising out of or relating to this agreement.

Thai law: You live and promote in Thailand, and some Thai laws may apply to you, or to the Programme, whatever this agreement says. Nothing in this agreement removes a protection that Thai law gives you and that cannot be excluded by contract. Where Thai law applies to how the Programme operates in Thailand, VIZNEO will follow it as far as it reasonably can as a business registered in Singapore.

Requests to change something for legal reasons: If you, your adviser or a Thai authority tells us that something in the app or the Programme needs to change to comply with Thai law, we treat it as advice: we review it and make the change where we consider it necessary.

Before going to court: Please contact [email protected] first. Both parties will try in good faith to resolve the dispute within 30 days.

15. Limitation of Liability

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, or loss of data, arising from this agreement, even if advised of the possibility of such damages.

16. Entire Agreement

This agreement, together with CheersFriends' Terms & Conditions and Child Safety Standards (available on our website), constitutes the entire agreement between you and CheersFriends regarding the Ambassador Programme. It supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral. If any provision of this agreement is found to be unenforceable, the remaining provisions will continue in full force.

Appendix: Contact Information

For questions, disputes, or requests regarding this agreement, contact: