Partner Program Terms

Last updated: October 25, 2026 · Chirp USA, LLC, 336 E. College Ave, Tallahassee, Florida 32301, USA, a US company · info@syntheticbrew.ai

These Partner Program Terms ("Partner Terms") are a binding contract between Chirp USA, LLC ("Chirp USA", "we", "us", "our") and the business that joins the Lobby Engine partner program ("Partner", "you", "your"), typically a web studio or agency that works for hotels.

Accepting these Partner Terms. You accept them when you tick the box on the partner sign-up form. If you accept them on behalf of a business, you confirm that you are authorized to bind it, and "you" means that business.

How these Partner Terms relate to the Terms of Service. Your Lobby Engine account, including any hotel you set up in it yourself, is governed by our Terms of Service. These Partner Terms add the rules for referring hotels, for working in their accounts and for commissions. Where the two differ on those matters, these Partner Terms prevail.

1. Definitions

Words defined in the Terms of Service have the same meaning here. In addition:

• "Client" means a hotel business that holds its own Lobby Engine account and has linked one of its hotels to you in its Console.
• "Link" means the connection a Client makes in its Console between one of its hotels and you. A Link exists from the moment the Client confirms it until the Client or you end it.
• "Linked Hotel" means a hotel for which a Link exists.
• "Plan Fees" means the amounts we actually receive for the Plan of a Linked Hotel: the tier's monthly or yearly price, including the adjustments when the Client changes tier, after discounts, credits, refunds and chargebacks, and excluding taxes, voice minutes beyond the Included Minutes, seasonal pauses and any setup or care service.
• "Partner Services" means services you provide to a Client yourself, such as building or maintaining its website, or setting up and looking after its Assistant.

2. The program

Joining. The program is open to businesses with a valid EU VAT identification number. You must give accurate details when you join and keep them current. We may decline or end a membership as set out in §12.

No obligation to promote. You are not obliged to promote, refer or sell the Service, to reach any volume, or to report on your activities. You refer hotels if and when you choose to.

Non-exclusive. The program has no territory and no exclusivity. You may work with competing products, and we may work with other partners and with hotels directly anywhere.

No authority. You have no authority to negotiate, conclude, amend or terminate any contract on our behalf, to accept payments for us, or to make any statement that binds us. Every Client contracts with us directly, by accepting our Terms of Service and Data Processing Agreement and paying with its own payment method. You do not buy or resell the Service, and you never hold a Client's paid hotel in your own account.

Independent businesses. We are independent contractors. Nothing in these Partner Terms creates an agency, partnership, joint venture, franchise or employment relationship. You decide how, when and at what price you work.

3. Bringing a hotel to Lobby Engine

Your invitation link. Your partner panel shows a personal invitation link and code. A hotel that opens the link, or enters your code in its Console, is asked whether to link one of its hotels to you.

Hotels sign up themselves. A hotel opens its own account, accepts our Terms of Service and pays with its own payment method. You may not open an account for a hotel, hold a hotel you work for in your own account, or pay for a hotel's Plan.

The Client decides. Only the Client can create a Link, and only for its own hotel. When it does, the Console shows the Client your name, the access you will have, and that we pay you a commission of the stated percentage of its Plan Fees while the Link exists, and that its prices are the same with or without a partner. The Client can change your access, including to none, or end the Link at any time in its Console. You may also end a Link from your partner panel.

Not for your own business. You may not link a hotel of your own account, and a Link to a hotel that shares your VAT identification number earns nothing.

One partner per hotel. A hotel has at most one Link at a time. If a hotel wants to work with another partner, it ends the existing Link first. We decide reasonable questions about which partner a hotel belongs to, and our decision is final.

4. Working in a Client's account

Access. A Link gives you access to the Linked Hotel in the Console at the level the Client chose:

• None — no access; the Link and its commission continue;
• Setup — what is needed to set up and maintain the Assistant: the hotel's details, its facts, the pages read from its website, testing the Assistant, the chat on the website, printed codes, the voice and preparing a Phone Line, including requests for a number — without Guest conversations, requests, contact details and the questions the Assistant could not answer;
• Full — Setup, together with Guest conversations, requests, contact details and the questions the Assistant could not answer.

At every level, the Client alone pays and chooses, changes, pauses or cancels its Plan, deletes the hotel, decides where Guests' requests, calls and texts go, switches its Phone Line on or off, steps into a conversation with a Guest, orders our setup service and manages its own account. You can never speak to Guests through the Service.

For the Client only. You may use your access only to do work the Client asked of you, only through the Console, and only for as long as the Link exists. You may not copy Guest Data or Hotel Content for any other purpose, combine it with other data, or use it for your own marketing.

Personal data. In a Client's account you act for the Client, as its processor or as a person it authorizes, and not for us; you are not our sub-processor. You are responsible for having with each Client the agreement data protection law requires, for keeping Guest Data confidential, for limiting access to people in your business who need it, for using secure sign-in, and for telling the Client and us without undue delay, and in any case within 48 hours, about any breach of security affecting Guest Data. You must not access Guest Data from outside the European Economic Area, the United Kingdom or Switzerland unless the Client has agreed to it. When a Link ends, you must delete any Guest Data you exported from that hotel.

Activity log. We record the changes made through your access, and the Client can see them in its Console.

Suspension. We may suspend your access to a Client's account at once to protect a Client, its Guests or the Service.

5. Commissions

What we pay. For each Linked Hotel, we pay you a commission on the Plan Fees we receive for that hotel while the Link exists.

Rate. Your rate is shown in your partner panel: 15% unless we have agreed another rate with you, between 10% and 20%. The rate of each Link is the rate shown to the Client when it made the Link, and it does not change for as long as that Link exists. A new rate applies only to Links made after it.

Approval. We review every new partner, including its VAT identification number. Commissions are recorded once we have approved you, and from then also on Plan Fees paid since your Links were made.

When no commission is earned. No commission is earned:

• for a hotel whose first Plan Fee was invoiced before its first Link to you was made — you may still be given access to it;
• for Plan Fees paid after the Link ended;
• for a hotel of your own business, your affiliates or your staff, a hotel that shares your VAT identification number, or a hotel whose owners or staff receive any part of your commission;
• for Plan Fees obtained by fraud or in breach of these Partner Terms.

Your prices are not ours. You may not charge a Client for the Service itself, offer discounts we have not authorized, or say that our prices depend on you. Our prices are the same for a hotel with or without a partner.

6. Statements and payment

Holding period. A commission is held for thirty days after the Plan Fee is paid. If the Plan Fee is refunded, credited or charged back in that time, the commission lapses. After that, the commission becomes payable.

Partner panel. Your partner panel shows every commission, by hotel and payment, with its base, rate and status.

Payouts. When your payable commissions reach €50 or more, you can request a payout in your partner panel. You then send us an invoice for that amount. We pay by bank transfer in euros, normally by the end of the month after the month you requested the payout and received your invoice. Each party bears its own bank charges. Amounts below €50 carry over.

Before the first payout. We need your company details, bank details and a completed US tax form (Form W-8BEN-E, or W-8BEN for an individual business). Until we have them, commissions keep accumulating. Commissions not claimed within twelve months after becoming payable, because these details are missing, lapse.

Taxes. Commissions are stated without VAT. As we are established in the United States, the place of supply of your services to us is outside the EU (Article 44 of Directive 2006/112/EC), and your invoice should state that the service is not subject to VAT in your country. We provide confirmation of our business status on request. You are responsible for your own taxes. If the law requires us to withhold tax, we pay you the amount after withholding and give you the documents for it.

Corrections and set-off. If a Plan Fee on which we paid a commission is later refunded, credited or charged back, or a commission was paid in error, we may deduct the amount from future commissions or ask you to repay it within thirty days. Tell us about any mistake in a statement within sixty days.

7. Telling your clients about commissions

If you act for a hotel, for example under a contract to build or maintain its website, you must tell the hotel before it links its hotel to you that you receive commissions from us and their rate, and you confirm that receiving them does not breach any obligation you owe the hotel. You accept that our Console shows the hotel that we pay you a commission. You will indemnify us against any claim by a Client that you should not have received a commission or must hand it over.

No kickbacks. You may not offer or give any part of a commission, or any other benefit, to the owners, staff or advisers of a hotel to obtain a Link. You must comply with anti-bribery laws.

8. Your services to clients

Your contract, your price. Partner Services are provided by you, in your own name, under your own agreement with the Client and for your own price, which you set freely. We are not a party to that agreement and are not responsible for your services. You are responsible to the Client for them and will indemnify us against claims about them.

Setup and care. If you tell us in your partner panel that you set up and look after the Assistant for your Clients, the Console of a Linked Hotel shows your contact details instead of our own setup service. In that case you should not also sell the Client our setup service for the same work.

9. Promotion

When you promote Lobby Engine:

• make clear that you receive a commission, in every public post, page or message where you recommend us;
• describe the Service accurately, using what is on our website, and do not promise features, results or availability that our website does not state;
• compare us with other products only with a source and a date;
• send marketing emails or messages only to people who have agreed to receive them, never use bought lists, and comply with the law on unsolicited communications in each country, including in business-to-business contacts;
• do not bid on "Lobby Engine" or similar terms in search advertising, and do not register domains, accounts or app names that include our name;
• do not present yourself as us or as our official representative.

We grant you a limited, non-exclusive, revocable licence to use our name and logo only to promote the Service under these Partner Terms. If we ask you to change or remove promotion that breaches this section, you must do so within one business day.

10. Confidentiality

Non-public information you receive from us, from a Client or through the Console is confidential. Use it only for the purposes of these Partner Terms and protect it at least as carefully as your own.

11. Changes

We may change these Partner Terms by telling you at least thirty days in advance. A change of your rate applies only to Links made after it takes effect; the rate of an existing Link does not change. If you do not accept a change, you may leave the program before it takes effect.

12. Term and termination

Duration. These Partner Terms continue until ended.

You may leave the program at any time with thirty days' notice. Commissions earned until then are paid; no new commissions are earned afterwards.

We may end your membership without cause with notice of at least one month in the first year of your membership, two months in the second year, three months in the third to fifth years and six months after that. In that case, commissions continue for Linked Hotels that were linked before the end, for as long as their Link exists, and they are paid as described in §6. You may keep your access to those Linked Hotels for as long as their Client keeps the Link. No new Links can be made.

We may end your membership at once if you materially breach these Partner Terms — for example by sending unsolicited marketing, misleading hotels, mishandling Guest Data, not disclosing your commissions as §7 requires, or by fraud — and, where the breach can be remedied, you have not remedied it within ten days of our notice. In that case, your access to Clients' accounts ends, commissions on Plan Fees paid after the end are not earned, and commissions connected with the breach are not paid.

What survives. Payment of commissions earned, set-off and repayment, confidentiality, data protection, indemnities, limitation of liability and governing law survive the end of these Partner Terms.

13. Liability

To the extent the law allows, neither party is liable to the other for indirect or consequential loss, loss of profit or loss of data, and our total liability under these Partner Terms is limited to the commissions paid or payable to you in the twelve months before the event giving rise to the claim. Nothing limits liability that cannot be limited by law.

You will indemnify us against claims, fines and reasonable costs arising from your breach of §4, §7, §8 or §9.

14. General

Governing law. These Partner Terms are governed by the laws of the State of Delaware, USA, and the courts located in Delaware have exclusive jurisdiction, as described in §25 of the Terms of Service. Mandatory provisions of the law of the country in which you are established that cannot be excluded by contract remain unaffected.

Assignment. You may not assign these Partner Terms without our written consent. We may assign them to an affiliate or a successor of our business.

Notices. We send notices to the email address of your account. Send notices to us at info@syntheticbrew.ai.

Entire agreement. These Partner Terms, together with the Terms of Service, are the entire agreement about the partner program.

15. Contact

Chirp USA, LLC · 336 E. College Ave, Tallahassee, Florida 32301, USA · info@syntheticbrew.ai